Unassociated Document


    


    

      


    ONE
MISSION : ONE FUEL : BIOFUEL

    


    Exhibit
10.8

       


    Dated 30 May 2008

    


    Executive
Service Agreement

    


    Parties

    


    Mission
Biofuels Ltd

    ACN 117 065 719

    


    Guy
Burnett

    Chief Financial Officer


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Contents

    


    
      
        
          	
                  1.

                	
                  Definitions

                	
                  1

                
	
                  2.

                	
                  Interpretation

                	
                  4

                
	
                  3.

                	
                  Commencement
      Date and duration

                	
                  5

                
	
                  4.

                	
                  Duties
      of the Position

                	
                  5

                
	
                  5.

                	
                  Place
      of work

                	
                  6

                
	
                  6.

                	
                  Hours
      of work

                	
                  6

                
	
                  7.

                	
                  Covenants
      of the Executive

                	
                  6

                
	
                  8.

                	
                  Remuneration

                	
                  7

                
	
                  9.

                	
                  Expenses

                	
                  8

                
	
                  10.

                	
                  Period
      of service and leave

                	
                  8

                
	
                  11.

                	
                  Mission
      Biofuels directions

                	
                  9

                
	
                  12.

                	
                  Confidential
      Information

                	
                  9

                
	
                  13.

                	
                  Intellectual
      property

                	
                  10

                
	
                  14.

                	
                  Moral
      Rights

                	
                  11

                
	
                  15.

                	
                  Termination

                	
                  11

                
	
                  16.

                	
                  Return
      of Property of Mission Biofuels

                	
                  15

                
	
                  17.

                	
                  Compliance
      with obligations on Termination

                	
                  15

                
	
                  18.

                	
                  Resignation
      as an officer

                	
                  15

                
	
                  19.

                	
                  Non-competition

                	
                  15

                
	
                  20.

                	
                  Conflicting
      obligations

                	
                  16

                
	
                  21.

                	
                  Notices

                	
                  16

                
	
                  22.

                	
                  General

                	
                  16

                


        

      

    


    
      
         


      

      
          Executive
Service Agreement        
i

        
          

        

      

      
         


      

    

     

    Agreement
made 30 May 2008

    


    
      
        	
                Parties

              	
                Mission Biofuels Ltd ACN
      117 065 719

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

              
	 
      	
                (Mission
      Biofuels)

              
	 
      	 
      
	 
      	
                Guy
      Burnett

              
	 
      	
                of
      23 Dalton Crescent, Kingsley, West
    Australia  6026.

              
	 
      	
                (Executive)

              


      

    

     

    Introduction

     

    
      	
              A.

            	
              Mission
      Biofuels Limited is a company that is listed on the ASX but has its
      operations in Malaysia and India.  It has a 100,000 tpa
      biodiesel plant at Kuantan in Malaysia using Crown Iron Works technology
      and is building a 250,000 tpa biodiesel plant adjacent to the 100,000 tpa
      plant using Axens’ 2nd generation trans-esterification
      technology.  Mission Biofuels is also rapidly developing its
      upstream feedstock business in India, which is focusing on a
      drought-resistant perennial plant (Jatropha Curcas) that grows in
      marginal/poor soil (Business).

            


    

     

    
      	
              B.

            	
              Mission
      Biofuels wishes to employ the Executive as Chief Financial Officer 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)

            	
              Biofuels Industry means
      the industry involved in solid, liquid, or gas fuels consisting of, or
      derived from recently dead biological material, most commonly
      plants.  Unlike fossil fuel, which is derived from long dead
      biological material.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Board means the board of
      directors of Mission Biofuels;

            


    

    


    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              1

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (5)

            	
              Business means the
      business described in Introduction
A;

            


    

     

    
      	
               
      

            	
              (6)

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

            


    

     

    
      	
               
      

            	
              (7)

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

            


    

     

    
      	
               
      

            	
              (8)

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

            


    

     

    
      	
               
      

            	
              (9)

            	
              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
      produced by Mission Biofuels;

            


    

     

    
      	
               
      

            	
              (10)

            	
              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

            


    

       

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              2

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (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;

     

    
      	
               
      

            	
              (11)

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

            


    

     

    
      	
               
      

            	
              (12)

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

            


    

     

    
      	
               
      

            	
              (13)

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

            


    

     

    
      	
               
      

            	
              (14)

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

            


    

     

    
      	
               
      

            	
              (15)

            	
              Position means the
      position of Chief Financial Officer of Mission
  Biofuels;

            


    

     

    
      	
               
      

            	
              (16)

            	
              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;

            


    

     

    
      	
               
      

            	
              (17)

            	
              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);

     

    
      	
               
      

            	
              (c)

            	
              Remuneration means the
      Salary and Superannuation set out in Item 4 of the
      Schedule.

            


    

     

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              3

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (18)

            	
              Restraint Area
      means:

            


    

     

    
      	
               
      

            	
              (a)

            	
              South
      East Asia; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Australia;

            


    

     

    
      	
               
      

            	
              (19)

            	
              Restraint Period means a
      period of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              1
      year commencing on the Termination Date;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              6
      months commencing on the Termination
Date;

            


    

     

    
      	
               
      

            	
              (20)

            	
              Salary means the cash
      salary component of the Remuneration as set out in Item 4(a) of the
      Schedule;

            


    

     

    
      	
               
      

            	
              (21)

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

            


    

     

    
      	
               
      

            	
              (22)

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

            


    

     

    
      	
               
      

            	
              (23)

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

            


    

     

    
      	
               
      

            	
              (24)

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

            


    

     

    
      	
               
      

            	
              (25)

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

            


    

     

    
      	
              2.

            	
              Interpretation

            


    

     

    
      	
              2.1

            	
              In
      this Agreement, unless the context
requires:

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Schedule forms part of this
Agreement;

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              4

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (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.

            	
              Commencement
      Date and duration

            


    

     

    
      	
              3.1

            	
              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 15.

            


    

     

    
      	
              3.2

            	
              The
      Executive will be appointed as Chief Financial Officer of Mission
      Biofuels.  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.

            


    

     

    
      	
              4.

            	
              Duties
      of the Position

            


    

     

    
      	
              4.1

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

            


    

     

    
      	
              4.2

            	
              The
      Executive will be responsible to the Managing Director of Mission
      Biofuels.

            


    

     

    
      	
              4.3

            	
              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.

            


    

     

    
      	
              4.4

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

            


    

     

    
      	
              4.5

            	
              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 – Guy Burnett

            	
              5

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (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.

            


    

     

    
      	
              5.

            	
              Place
      of work

            


    

     

    
      	
              5.1

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

            


    

     

    
      	
              5.2

            	
              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.

            


    

     

    
      	
              6.

            	
              Hours
      of work

            


    

     

    
      	
              6.1

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

            


    

     

    
      	
              6.2

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

            


    

     

    
      	
              6.3

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

            


    

     

    
      	
              6.4

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

            


    

     

    
      	
              6.5

            	
              Subject
      to clause 6.2, the Executive will not be required to work on gazetted
      public holidays in Western
Australia.

            


    

     

    
      	
              7.

            	
              Covenants
      of the Executive

            


    

     

    
      	
              7.1

            	
              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;

            


    

     

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              6

            


    

       

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (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.

            


    

     

    
      	
              8.

            	
              Remuneration
      

            


    

     

    
      	
              8.1

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

            


    

     

    
      	
              8.2

            	
              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 8.5;
  and

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
              8.3

            	
              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.

            


    

     

    
      	
              8.4

            	
              Mission
      Biofuels will review the Remuneration annually on or before 1 July each
      year (Annual Salary
      Review).  The first Annual Salary Review will take place
      on or around 1 July 2009.  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.

            


    

     

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              7

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              8.5

            	
              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.

            


    

     

    
      	
              9.

            	
              Expenses

            


    

     

    
      	
              9.1

            	
              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.

            


    

     

    
      	
              9.2

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

            


    

     

    
      	
              10.

            	
              Period
      of service and leave

            


    

     

    
      	
              10.1

            	
              Sick
    leave

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

            	
              Sick
      leave accrues on a pro-rata basis and unused sick leave accumulates from
      year to year.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Untaken
      sick leave will not be paid out upon the termination of the Executive’s
      employment.

            


    

     

    
      	
              10.2

            	
              Carer’s
      leave

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      Executive is entitled to use their sick leave entitlement as paid carer’s
      leave to provide care and support to a member of their family or household
      who is ill or injured, or affected by an unexpected
    emergency.

            


    

     

    
      	
               
      

            	
              (2)

            	
              While
      sick leave accumulates from year to year, the Executive is not entitled to
      take paid carer’s leave, if at any given time, the Executive has already
      used more than their annual sick leave entitlement as paid carer’s leave
      in the last 12 months.

            


    

     

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              8

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              10.3

            	
              Bereavement
      leave

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      Executive is entitled to up to two days paid bereavement leave on the
      death of a family or household member.  This includes a spouse
      or de facto partner, child, parent, sibling, grandparent, grandchild or
      any other person, who immediately before that person’s death, lived with
      the Executive as a member of the Executive’s
  family.

            


    

     

    
      	
              10.4

            	
              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.

            


    

     

    
      	
              11.

            	
              Mission
      Biofuels directions

            


    

     

    
      	
              11.1

            	
              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.

            


    

     

    
      	
              12.

            	
              Confidential
      Information

            


    

     

    
      	
              12.1

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              9

            


    

       

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (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.

            


    

     

    
      	
              12.2

            	
              This
      clause does not apply to any Confidential Information
  that:

            


    

     

    
      	
               
      

            	
              (1)

            	
              is
      publicly available at the Commencement
Date;

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      Executive is obliged by law to
disclose.

            


    

     

    
      	
              12.3

            	
              If
      the Executive is obliged by law to disclose any Confidential Information
      the Executive must immediately notify Mission 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.

            


    

     

    
      	
              13.

            	
              Intellectual
      property

            


    

     

    
      	
              13.1

            	
              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.

     

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              10

            


    

       

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              13.2

            	
              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 13.1.  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.

            


    

     

    
      	
              14.

            	
              Moral
      Rights

            


    

     

    
      	
              14.1

            	
              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.

     

    
      	
              14.2

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

            


    

     

    
      	
              15.

            	
              Termination

            


    

     

    
      	
              15.1

            	
              Termination for
      cause

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (a)

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

            


    

       

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              11

            


    

       

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (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 8 within 30 days
      of it becoming payable.

            


    

     

    
      	
              15.2

            	
              Termination by notice by
      Mission Biofuels

            


    

     

    
      	
               
      

            	
              (1)

            	
              Mission
      Biofuels may terminate the Executive’s employment and this Agreement at
      any time after the Executive has completed less than 12 months of the Term
      by giving the Executive 3 months’ written
  notice.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Mission
      Biofuels may terminate the Executive’s employment and this Agreement at
      any time after the Executive has completed 12 months or more of the Term
      by giving the Executive 3 months’ written notice and a payment to the
      Executive equivalent to 6 months’ of the
Salary.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Instead
      of giving the notice under clause 15.2(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 15.2(1).

            


    

     

    
      	
               
      

            	
              (4)

            	
              If
      the Executive’s employment is terminated under this clause 15.2, 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 15.2.

            


    

       

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              12

            


    

       

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              15.3

            	
              Termination by notice by the
      Executive

            


    

     

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

     

    
      	
              15.4

            	
              Termination by the effluxion of
      time

            


    

     

    
      	
               
      

            	
              (1)

            	
              Notwithstanding
      clauses 15.1, 15.2 or 15.3 of this Agreement, the Executive’s employment
      with Mission 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
15.2.

            


    

     

    
      	
              15.5

            	
              Material change in terms and
      conditions

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
               
      

            	
              (5)

            	
              The
      Executive may elect to receive the Substantive Change Severance Pay in a
      packaged form as agreed with Mission 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.

            


    

       

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              13

            


    

       

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (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 15.6, 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

            


    

     

    
      	
               
      

            	
              (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.

            


    

     

    
      	
              15.6

            	
              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.

       

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              14

            


    

       

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              16.

            	
              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.

     

    
      	
              17.

            	
              Compliance
      with obligations on Termination

            


    

     

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

     

    
      	
              18.

            	
              Resignation
      as an officer

            


    

     

    
      	
              18.1

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

            


    

     

    
      	
              18.2

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

            


    

     

    
      	
              19.

            	
              Non-competition

            


    

     

    
      	
              19.1

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

            


    

     

    
      	
              19.2

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
              19.3

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

            


    

       

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              15

            


    

       

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              19.4

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

            


    

     

    
      	
              19.5

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

            


    

     

    
      	
              20.

            	
              Conflicting
      obligations

            


    

     

    
      	
              20.1

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

            


    

     

    
      	
              20.2

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

            


    

     

    
      	
              21.

            	
              Notices

            


    

     

    
      	
              21.1

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

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
              22.

            	
              General

            


    

     

    
      	
              22.1

            	
              No
  waiver

            


    

     

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

        

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              16

            


    

       

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              22.2

            	
              Governing law and
      jurisdiction

            


    

     

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

     

    
      	
              22.3

            	
              Entire
      understanding

            


    

     

    
      	
               
      

            	
              (1)

            	
              Subject
      to its terms, this Agreement:

            


    

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (2)

            	
              Each
      party has entered into this Agreement without relying on any
      representation by any other party or person purporting to represent that
      party except that Mission Biofuels has relied upon the Executive’s
      representation regarding his qualifications and
  experience.

            


    

     

    
      	
              22.4

            	
              Acknowledgment

            


    

     

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

     

    
      	
              22.5

            	
              Variation

            


    

     

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

     

    
      	
              22.6

            	
              Severability

            


    

     

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

     

    
      	
              22.7

            	
              Stamp duty, costs and
      expenses

            


    

     

    
      	
               
      

            	
              (1)

            	
              Mission
      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 – Guy Burnett

            	
              17

            


    

       

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Executed as an
Agreement.

    


    
      
        	
                Executed
      by Mission Biofuels
      Ltd

              	 
      	 
      
	
                ACN
      117 065 719 in accordance with

              	 
      	 
      
	
                section 127
      of the Corporations
      Act

              	 
      	 
      
	
                2001:

              	 
      	 
      
	 
      	 
      	 
      
	
                /s/ Peter
      Williams     

              	 
      	
                /s/ Nathan
      Mahalingan     

              
	
                Director/company
      secretary

              	 
      	
                Director

              
	 
      	 
      	 
      
	
                Peter
      Williams     

              	 
      	
                Nathan
      Mahalingan     

              
	
                Name
      of director/company secretary

              	 
      	
                Name
      of director

              
	
                (BLOCK
      LETTERS)

              	 
      	
                (BLOCK
      LETTERS)

              


      

    

    


    
      
        	
                Signed
      by Guy Burnett in
      the presence of:

              	 
      	 
      
	 
      	 
      	 
      
	
                /s/ Phooi Pie, E
      Tracy     

              	 
      	
                /s/ Guy
      Burnett     

              
	
                Signature
      of witness

              	 
      	 
      
	 
      	 
      	 
      
	
                Phooi Pie, E
      Tracy     

              	 
      	 
      
	
                Name
      of witness (BLOCK LETTERS)

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

              	 
      	 
      
	
                Address
      of witness

              	 
      	 
      


      

    

       

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              18

            


    

        

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule

     

    
      	
              Item 1

            	
              Commencement Date 

            


    

     

    1 July
2008

     

    
      	
              Item 2

            	
              Expiration Date 

            


    

     

    3 years
after the Commencement Date with an option to renew for a further period of 2
years on each occasion on mutual consent.

     

    
      	
              Item 3

            	
              Duties 

            


    

     

    
      	
               
      

            	
              (a)

            	
              Specific
      Duties

            


    

     

    The
Executive must:

     

    Accounting

     

    
      	
               
      

            	
              (i)

            	
              Maintain
      appropriate accounting policies for the
Group;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              maintain
      and manage the Group’s internal controls and procedures to facilitate the
      production of accurate and timely monthly
  reports;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              management
      of accounting function for the Group and strategic accounting issues for
      period-end balances;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              preparation
      of monthly management and Board
reports;

            


    

     

    
      	
               
      

            	
              (v)

            	
              production
      of half year and full year statutory and ASX
  reports;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              liaise
      and supervise offshore locations on accounting
  issues;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              advising
      the Board on the Company’s financial position particularly with regard to
      the balance sheet structure, projected earnings and cashflow including
      providing the Managing Director and Board with financial assessments and
      information to ensure financial performance is monitored and
      actioned;

            


    

     

    
      	
               
      

            	
              (viii)

            	
              provide
      the leadership and management of the finance activities of the Group,
      including statutory, financial and management accounting and reporting,
      finance policy, financial modelling, purchasing, budgeting and
      forecasting;

            


    

       

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              19

            


    

       

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Corporate
and secretarial

     

    
      	
               
      

            	
              (ix)

            	
              provide
      strategic and commercial advice to the Managing Director and other
      operational managers of the Group;

            


    

     

    
      	
               
      

            	
              (x)

            	
              work
      with investment bankers and other advisors on proposed equity raisings and
      running all financial aspects of the due diligence
      requirements;

            


    

     

    
      	
               
      

            	
              (xi)

            	
              manage
      equity and dividend schemes;

            


    

     

    
      	
               
      

            	
              (xii)

            	
              undertake
      financial management and analysis;

            


    

     

    
      	
               
      

            	
              (xiii)

            	
              assist
      the Managing Director with investor relations related duties including
      participating in investor road shows and
  briefings;

            


    

     

    Treasury

     

    
      	
               
      

            	
              (xiv)

            	
              manage
      and assume responsibility for all the Group’s credit and transactional
      banking relationships;

            


    

     

    
      	
               
      

            	
              (xv)

            	
              manage
      Group’s cash flow and prepare cash flow statements and
      forecasts;

            


    

     

    
      
        	
                 
      

              	
                (xvi)

              	
                process
      and administer contract payments;

              
	 	 	 
	 	

                (xvii)

              	

                manage
      receivables and payables;

              
	 	 	 
	 	

                (xviii)

              	

                manage
      interest rate risk management for all of the Group’s
  debt;

              


      

    

     

    
      	
               
      

            	
              (xix)

            	
              manage
      foreign exchange risk for all of the Group’s foreign exchange
      exposures;

            


    

     

    
      	
               
      

            	
              (xx)

            	
              manage
      the Group’s insurances;

            


    

     

    Taxation

     

    
      
        	
                 
      

              	
                (xxi)

              	
                manage
      international tax planning between Mission Biofuels and the offshore
      entities of the Group; and

              
	 	 	 
	 	

                (xxii)

              	

                manage
      Australian taxation issues.

              


      

    

       

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              20

            


    

         

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (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

            


    

     

    
      	
               
      

            	
              (vii)

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

            


    

     

    
      	
              Item 4

            	
              Remuneration

            


    

     

    
      	
               
      

            	
              (a)

            	
              Signing-On
      Bonus

            


    

     

    The
Executive will be entitled to a bonus of $5,000 in recognition of agreeing to
work for Mission Biofuels Limited.  This bonus will be paid at the end
of his first month of employment with the company.

     

    
      	
               
      

            	
              (b)

            	
              Salary

            


    

     

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

       

    
      	
              Executive
      Service Agreement – Guy Burnett

            	
              21

            


    

       

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              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 – Guy Burnett

            	
              22