Exhibit 10.10


December 4,
2008


Addendum to Principles of Agreement


This Agreement is entered
into as of December 3,
2008 by and between Bio Tec Fuels and Chemicals, LLC with place of business at
2901 Tumbleweed Drive, Guymon, Oklahoma 73942 ( “BIO TEC”), Wesley Marr (“WM”)
and Gary Graham, the principals of BIO TEC with place of business at 2901
Tumbleweed Drive, Guymon, Oklahoma 73942 (“GG” and along with WM, “WM/GG”), and
Green Earth Technologies, Inc. with place of business at 3 Stamford Landing,
Suite 200, Stamford, CT 06902 (“GET”, and along with BIO TEC and WM/GG, each, a
“Party” and collectively, the “Parties”).


RECITALS


BIO TEC and GET entered into
a Principals of Agreement dated February 2, 2008 (the “Initial BIO TEC
Agreement”); and WM/GG and GET entered into a Principals of Agreement dated
February 3, 2008 (the “Initial WM/GG Agreement” and along with the Initial BIO
TEC Agreement, the “Initial Agreements”) and the Parties desire modify and
supplement the Initial Agreements. 


Upon signing of this agreement,
all other agreements are null and void. 


NOW THEREFORE, the Parties agree as follows:


	
  

 	
  

 
	
 1.

 	
 For good and valuable
 consideration, including the licensees and agreements set forth in the
 Initial Agreement, as modified and supplemented by those set forth in this
 Agreement, BIO TEC and WM/GG earned
 and received in aggregate 3,000,000 restricted common shares of GET. 

 
	
  

 	
  

 
	
 2.

 	
 BIO TEC and WM/GG hereby
 jointly and severally grant to GET: (a) an exclusive right and license of and
 to any and all IP (as defined below) relating to Products (as defined below)
 or the manufacture of Products or the processing of ingredients therefor; and
 (b) the exclusive right to sell, market and distribute the Products
 manufactured for or by BIO TEC and/or WM/GG or based in full or in part on
 BIO TEC and/or WM/GG IP. Failure of GET to market a reasonable amount of
 mentioned products in a timely manner constitutes breech of this agreement
 and right and license of any IP is property of BIO TEC and/or WM/GG. 

 
	
  

 	
  

 
	
 3.

 	
 GET will purchase its
 requirement for the Products from BIO TEC on an exclusive basis, on the terms
 and subject to the conditions set out in this Agreement; provided, however,
 that (i) BIO TEC has the capacity to manufacture and deliver to GET the
 quantity and type of Products required by GET on a timely basis; (ii) BIO TEC
 demonstrates to GET or a person designated by GET, on request from time to
 time, that the Products meet the Quality Standards; and (iii) BIO TEC
 demonstrates to GET that BIO TEC is able to meet GET’s Product requirements.
 GET will be free to look elsewhere for the manufacture of Products if BIO
 TEC, after a period of time, but not exceeding 90 days, BIO-TEC can/will not
 meet any of the above provisos. At BIO TEC’s option, GET will lose its
 exclusive right to sell, market and distribute the Products manufactured for
 or by BIO TEC if GET does not purchase (70%) of BIO TEC’s capacity of
 manufacturing Products for which the Parties have agreed upon the price and
 payment terms by December 31, 2009, provided that BIO TEC had met all of such
 provisos. In addition GET agrees to take the equivalent of three (3) tanker
 loads per month (18,750 gallons) – “Take-or-Pay” clause. In the event that
 GET fails to take the delivery of the minimum quantity GET will pay BIO TEC
 $10,000 per equivalent tanker load (6,250 gallons) up to $30,000 per month.

 
	
  

 	
  

 
	
 4.

 	
 In the event GET terminates
 its purchase of its requirements for Products from BIO TEC as provided above
 in this Paragraph 3 or a change of control occurs of GET and the successor
 company elects to terminate its purchase requirements, then as remedy to
 BIO-TEC, and as compensation for the consulting and IP documentation services
 previously provided by WM/GG as provided below. Subject to WM’s and GG’s
 compliance with this Agreement, GET shall pay to WM and GG the following
 consulting fees for a period of three years to WM, $300,000 per annum,
 payable pro-rata quarterly, in arrears; and payable pro-rata quarterly, in
 arrears; and (b) to GG $150,000 per annum, payable pro-rata quarterly, in
 arrears. 

 
	
  

 	
  

 
	
 5.

 	
 After the initial purchase
 of Products referred to in the BIO TEC Initial Agreement, the price per
 gallon for purchases of Products by GET from BIO TEC will be calculated on a
 cost plus basis, as follows: (a) The price of each Product shall be the sum
 of: (i) manufacturing costs of such Product (“Cost”) plus (ii) 10% of such
 Cost as profit (“Percentage Profit”). The Cost of a Product will consist of:
 (i) BIO TEC’s actual cost of direct labor and materials attributed to the manufacture
 of such Product, plus (ii) allocated overhead of twelve cents ($.12) per 

 









December 4,
2008


	
  

 	
  

 
	
  

 	
 gallon for manufacturing
 floor space, utilities, office and administrative expenses, supplies,
 management, accounting and other costs beyond direct labor and materials. The
 purchase price for Products will be adjusted for the three-month period
 beginning November 1, February 1, May 1, and August 1 of each year) (each an
 “Adjustment Period” based on the Costs incurred by BIO TEC in the manufacture
 of the applicable Products during the then latest to end calendar quarter.
 Within fifteen days after the end of each calendar quarter starting September
 30, 2008 BIO TEC will deliver to GET a detailed, itemized written report of:
 (i) BIO TEC’s actual Cost of each Product manufactured during that quarter;
 and (ii) the purchase price for each Product that will be effective for the
 next Adjustment Period beginning after the end of the calendar quarter. In
 addition, the invoiced price for all Products invoiced during the preceding
 Adjustment Period will be adjusted to the actual aggregate Cost plus
 Percentage Profit incurred by BIO TEC for the applicable Products during the
 calendar quarter and any aggregate difference between (i) the aggregate
 invoiced aggregate Cost plus Percentage Profit incurred by BIO TEC for the
 applicable Products and (ii) the aggregate actual aggregate Cost plus
 Percentage Profit incurred by BIO TEC for the applicable Products will be
 paid within fifteen (15) days or deducted on the next invoice(s) due to BIO
 TEC.

 
	
  

 	
  

 
	
  

 	
 If GET requests BIO TEC to
 manufacture a new Product, before such Product is manufactured, BIO TEC will
 provide GET with a detailed report of its anticipated Cost of such new
 Product based on the Cost of Products already manufactured and any
 differences between the Cost of the new Product and the Cost of existing
 Products and the reasons for such differences.

 
	
  

 	
  

 
	
  

 	
 BIO TEC shall maintain for
 a period of six years all supporting records of each element of the Cost and
 price of each Product set out in the reports described in this paragraph 5.
 As may be requested from time to time by GET, BIO TEC shall make such records
 available for inspection by GET or its designee. In the event that an audit
 by GET or its designee reveals that the Cost of a Product set out in a report
 overstated the Cost of such Product by 10% or more, then BIO TEC shall
 promptly refund the difference plus (i) interest at the rate of LIBOR and
 (ii) the cost of the audit to GET. Any new products developed by BIO TEC for
 the benefit of GET shall be discussed and added as an addendum to this
 agreement.

 
	
  

 	
  

 
	
 6.

 	
 BIO TEC and GET will work
 together to develop and document a quality control and quality assurance
 manual of procedure based on industry standard best practices, performance
 and analytical testing methods and the Quality Standards, including
 procedures for periodic testing to ensure such procedures are being followed
 and the Quality Standards are being met. BIO TEC shall implement such
 procedures to assure the quality and consistency of each Product from
 production lot to production lot, shall provide GET with detailed quarterly
 reports of the results of such procedures and testing. The manual shall be
 jointly owned by BIO TEC and GET without either having to account to the
 other for their use thereof consistent with this Agreement. 

 
	
  

 	
  

 
	
 7.

 	
 In the event that any
 Product sold by BIO TEC is ultimately returned to GET or subject to a claim
 by a distributor, reseller or customer on the basis that the Product did not
 meet a Quality Standard, then BIO TEC shall grant GET a credit for the
 Products that were returned or subject to the claim. 

 
	
  

 	
  

 
	
 8.

 	
 GET, WM, GG, and BIO TEC
 shall work together on the development of new Products and improvement of
 existing Products and the process for manufacturing and testing all such
 Products. BIO TEC and GET will pool their resources to access academic,
 testing and third-party approval centers of as related to the Products. GET
 will be responsible for all third party testing expenses (e.g. Southwest
 Labs, the Japan Quality Association (JQA), etc.) and costs associated with
 testing and certification of Products (API, ISO, UL, NMI, Biodegradable,
 etc.) and will have the right to determine which of such testing,
 certifications and/or approvals should be obtained and which of such expenses
 should be incurred. GET will retain exclusive rights to all testing results,
 approvals and all certifications. 

 
	
  

 	
  

 
	
 9.

 	
 Each of the Parties shall
 use its respective best efforts to work together with the other Parties (a)
 to create user friendly documentation which to the extent practical fully
 documents the IP licensed under this Agreement, (b) to periodically update
 such documentation to take into account changes and improvements to such IP,
 and (c) to provide copies of such initial and updated documentation as it is
 created to GET. WM/GG shall provide consulting services to GET as is
 requested by GET from time to time to support the manufacture, testing and
 sale of the Products. GET shall reimburse WM/GG for any travel expenses
 approved by GET and incurred by them at GET’s request in providing such
 consulting services.

 









December 4,
2008 


	
  

 	
  

 
	
 10.

 	
 The parties while working
 together may disclose to the other certain confidential technical and
 business information, including all information regarding the IP
 (“Confidential Information”). Each Party agrees to safeguard the Confidential
 Information of or licensed to another party, not to use any Confidential
 Information of or licensed to the other party for any other purpose other
 than to carry out the arrangements set forth in this Agreement, and each
 party agrees not to disclose any Confidential Information of or licensed to
 the other party to third parties or any of its employees, except as necessary
 to execute or to carry out the arrangements set forth in this Agreement.
 Notwithstanding the forgoing, GET may used the IP licensed to it in this
 Agreement and the documentation and manual referred to in paragraphs 6 and 9
 above as it reasonably determines is necessary to support its business. 

 
	
  

 	
  

 
	
  

 	
 The contracted technology
 of BIO TEC, as well as, technology developed by GET, with the assistance of
 BIO TEC, shall be documented and placed in safekeeping. If WM should become
 incapacitated, Matt Zuckerman, President and COO or GG, VP, shall have sole
 authorization to access the documentation. If GET ceases to be a going
 concern, via bankruptcy or other dissolution, WM shall be returned all
 documentation including technology from GET.

 
	
  

 	
  

 
	
 11.

 	
 BIO TEC and WM and GG
 hereby jointly and severally represent to GET that none of BIO TEC or WM/GG
 has received notice of any third party claim that any of the Products
 infringes a patent or trade secret of such third party. Furthermore, BIO TEC
 agrees to defend, indemnify and hold GET harmless from and against (i) any
 third party claims or action (a “Claim”) against GET or any of its
 distributors, resellers or customers based primarily on a claim that any of
 the Products infringes a patent or trade secret of such third party and (ii)
 any liability or expenses arising therefrom; provided, however, that GET is
 given prompt written notice of such Claim; and provided further that the
 foregoing shall not apply (i) to the extent that the Claim is based on an
 alteration of a Product by GET or a third party, or (iii) to the extent that
 the Claim is based on the combination of a Product with another product,
 process or service. 

 
	
  

 	
  

 
	
 12.

 	
 As used in this Agreement,
 (b) the term “IP” means any and all (i) works of authorship, including all
 documents, spreadsheets, presentations, drawings and software (including all
 object code, source code, outlines, revisions, supplements, modules, and
 upgrades, in each case, in any language, format or medium), (ii) trade
 secrets, inventions, formulas, techniques, processes, methods, know-how,
 ideas, algorithms, discoveries, designs, developments, business logic, and
 improvements contained therein or embodied thereby, in each case of an item
 in clause (i) or (ii), which may be existing on the date of this Agreement or
 may be conceived, created, compiled, improved, modified, performed or
 produced in the course of carrying out this Agreement, whether alone or
 jointly with others, and (iii) foreign and domestic, registered and
 unregistered, copyrights or patents, and all other proprietary rights of any
 sort throughout the world, applications for registrations therefor and any
 other intellectual property rights related to any of the foregoing; (b) the
 terms “including” or “includes” are intended to identify some, but not all, examples
 relevant to the subject matter and, therefore, should be read as “including,
 and limited to” or “includes, and limited to;”; (c) the term “Products” means
 any lubricant listed specifically (including 2 cycle oil, 4 cycle oil, motor
 oil, bar and chain oil) that is biodegradable or of which a plant or animal
 products is a primary ingredient; and (e) the term “Quality Standards” means:
 (i) regarding the automotive motor oil Products, the standards of API for
 automotive motor oil SM, SL, ILSAC Energy Conserving G 3 or better and
 Biomass content (ASTM D-6866) to be called Biodegradable; (ii) regarding the
 2-cyle motor oil Products, (A) the API service category TC for 2-cycle
 air-cooled outdoor engines and (B) the API Ultimate Biodegradable standard
 (2.1 ASTM D-5864), (C) the standards of NMMA for Marine water cooled engines;
 and (iii) regarding any and all Products, any and all other standards or
 requirements regarding such Products or the manufacture thereof (including
 quality assurance standards) which GET/BIO TEC jointly and reasonably
 determines would facilitate the use or sale of such Products or reduce risk
 or exposure relating to the use or sale of the same. 

 
	
  

 	
  

 
	
 13.

 	
 This Agreement along with
 the Initial Agreements, as modified and supplemented by this Agreement
 contains, and is intended as, a complete statement of the arrangements,
 representations, warranties and agreements between the Parties with respect
 to its subject matter and supersedes all prior representations, warranties
 and agreements between the Parties with respect to those matters, any and all
 of which are replaced and disclaimed (including any expressed or implied
 representations or warranties) in all respects by this Agreement. To the
 extent that any term or provision of this Agreement conflicts with any
 express or implied term or provision of the Initial Agreements, then the term
 or provision of this Agreement shall govern and control. Notwithstanding the
 generality of the foregoing and in addition thereto, to the extent that any
 provision of this Agreement covers a subject also covered by the Initial
 Agreements the provision of this Agreement shall be deemed to replace such
 provision in the Initial 

 









December 4,
2008 


	
  

 	
  

 
	
  

 	
 Agreement. This Agreement
 may be executed in any number of counterparts, each such counterpart shall be
 an original instrument, and all such counterparts shall together constitute
 the same agreement.

 
	
  

 	
  

 
	
 14.

 	
 The terms, conditions,
covenants and other provisions of this Agreement may hereafter be modified,
amended, supplemented or otherwise changed only by a written instrument that
specifically purports to do so and is physically executed by a duly
authorized representative of each Party. Any failure of one Party to comply
with any obligation hereunder may be expressly waived in writing by the other
Party, but such waiver or failure to insist upon strict compliance with such
obligation shall not operate as a waiver of, or estoppel with respect to, any
subsequent failure. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to
the principles of conflicts of laws thereof. Each Party (i) consents to the
jurisdiction of the federal courts of the United States sitting in the
Southern District of New York and the courts of the State of New York sitting
in the County of New York for purposes of all legal proceedings arising out
of or relating to this Agreement and (ii) irrevocably waives its right to a
trial by jury. Nothing in this Agreement shall create or be deemed to create
any rights in any person, firm, corporation or other entity. Neither Party
may assign any of its rights or delegate any of its duties under this
Agreement without the prior written consent of the other, provided, that
either GET or BIO TEC shall be entitled to assign this Agreement to an
affiliate or successor in interest to substantially all of its lubricant
business without written consent, provided, further, such BIO TEC affiliate
or successor in interest is not a direct competitor of GET. The terms and
provisions of (i) Paragraph 2, (ii) the last sentence of Paragraphs 6 and 8,
and (iii) Paragraphs 9 through 14 shall survive the termination or expiration
of this Agreement. The headings used in this Agreement are for reference
purposes only and shall in no way affect the meaning of the Agreement. The
provisions of this Agreement shall be binding on and shall inure to the
benefit of the Parties and their respective heirs, personal representatives,
successors and assigns. If any paragraph or provision of this Agreement, or
the application of such paragraph or provision, is held invalid, the
remainder of this Agreement and the application of such paragraph or
provision to persons, entities or circumstances other than those to which it
is held invalid shall not be affected thereby.  

 



IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date
first written above. 


	
  

 	
  

 	
  

 
	
 Bio Tec Fuels and
 Chemicals, LLC

 	
  

 
	
  

 	
  

 	
  

 
	
 By: 

 	
 /s/ Wes Marr

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Wes Marr, President

 	
  

 
	
  

 	
  

 	
  

 
	
 /s/ Wesley Marr

 	
  

 
	

 


 	
  

 
	
 Wesley Marr

 	
  

 
	
  

 	
  

 	
  

 
	
 /s/ Gary Graham

 	
  

 
	

 


 	
  

 
	
 Gary Graham

 	
  

 






	
  

 	
  

 	
  

 
	
 Green Earth Technologies,
 Inc.

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Mat
 Zuckerman

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Mat
 Zuckerman, President and COO