EXHIBIT
10.8


SUPPLY
OF SERVICES AGREEMENT




THIS SUPPLY OF SERVICES
AGREEMENT (the “Agreement”) is entered into with effect from 12th
December 2008 the “Effective Date”, between Flex Fuels Energy, Inc a Nevada
corporation c/o Office of CSC Services of Nevada Inc, Resident Agent for Flex
Fuels Energy Inc, 502 E John Street, Carson City, Nevada, 89706, USA (the
“Company”), and Thomas Barr, of 46 Chobham Road, Ottershaw, Surrey KT16 0NN,
United Kingdom, whereby Thomas Barr (“the Contractor”) agrees to provide certain
services (“the Services”) to the Company. The Parties to this Agreement are the
Company and Thomas Barr.




NOW, THEREFORE, in
consideration of the mutual covenants, representations, warranties and
agreements contained herein, and for other valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:




ARTICLE
I:  Definitions and Interpretations




1.1           Definitions




For
purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires, the following terms shall have the following
respective meanings:




“Base
Fee” shall have the meaning specified in Section 3.1.




“Board of
Directors” shall mean the Board of Directors of the Company.




“Cause”
shall have the meaning specified in Section 4.3.




“Company”
will also include its subsidiaries, parents and affiliates where it is
reasonably logical the use of the word would include such other entities, and
include any successor to its business and/or substantially all its assets which
executes and delivers the Agreement as provided for in Section 7.4 or which
otherwise becomes bound by all terms and provisions of this Agreement by
operation of law.




“Confidential
Information” shall have the meaning specified in Section 5.1(a).




“Disability”
shall mean a physical or mental condition of one of the Contractors that, in the
good faith judgment of not less than a majority of the Board of Directors,
prevents that individual from being able to perform the services required under
this Agreement. If any dispute arises as to whether a Disability has occurred,
or whether a Disability has ceased and the Contractor is able to resume duties,
then such dispute shall be referred to a licensed physician mutually agreed upon
by the Contractor and the Company, which physician will not be any of the
Contractor’s regular physicians.  The Contractor shall submit to such
examinations and provide information as such physician may request and the
determination of such physician as to the Contractor's physical or mental
condition shall be binding and conclusive on the parties.  The Company
shall pay the cost of any such physician and examination.




“Dispute”
shall have the meaning specified in Article VI.




“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.




“Expiration
Date” shall have the meaning specified in Section 2.2.




“Notice
of Termination” shall mean a notice purporting to terminate this Agreement in
accordance with Section 4.1, 4.2 or 4.3.




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“Person”
shall mean and include an individual, a Partnership, a joint venture, a
corporation, a trust and an unincorporated organization.




“Incentive
Fee” shall have the meaning specified in Section 3.2.




“Term”
shall have the meaning specified in Section 2.2.




“Termination
Date” shall mean the termination date specified in a Notice of Termination
delivered in accordance with this Agreement.




1.2           Interpretations




(a)           In
this Agreement, unless a clear contrary intention appears, (i) the words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular Article, Section or other
subdivision, (ii) reference to any Article or Section, means such Article or
Section hereof, (iii) the words “including” (and with correlative meaning
“include”) means including, without limiting the generality of any description
preceding such term, and (iv) where any provision of this Agreement refers to
action to be taken by either party, or which such party is prohibited from
taking, such provision shall be applicable whether such action is taken directly
or indirectly by such party.




(b)           For
the avoidance of doubt this Agreement refers to the provision of certain
services to be provided by the Contractor.




(c)           The
Article and Section headings herein are for convenience only and shall not
affect the construction hereof.




(d)           For
the avoidance of doubt it is specifically agreed between the Parties that
nothing in this agreement shall be construed as inferring any employment rights
and obligations between the Company and/or any of its subsidiaries and
associates and the Contractor and, as a result, the Company shall have no
obligation or right to make any withholding tax deductions, unless required to
do so by law. The Contractor warrants and represents to The Company that it
shall be solely responsible for any income, social security or other taxation
liabilities that are payable on the compensation referred to herein. The Company
agrees that it or any subsidiary that benefits from the service provided by
Contractor will pay VAT, if any, that is payable or is subsequently deemed to be
payable on invoices raised by the Contractor, even if such VAT is not initially
included in invoices by virtue of the Parties understanding that the service
provided are not subject to VAT because they are effectively exported and
therefore believes to be zero rated.




ARTICLE
II: Services, Compensation etc.




2.1           Service
Arrangement




The
Company agrees to contract with the Contractor to provide the Services of the
Contractor as further described herein and the Contractor agrees to provide such
services.




2.2.           Term of
Agreement




Unless
sooner terminated pursuant to Article IV, the term of this Agreement (the
“Term”) shall end on 1 April, 2009, subject to extension as herein
provided.  The Term will be automatically extended by an additional
one (1) month unless one party gives written notice to the other at least 3
months before the then effective Expiration Date indicating that the party does
not extend Term of the Agreement.  If the Term is extended, then the
Expiration Date will be automatically extended by a corresponding three (3)
months.  The right not to extend the Term and corresponding Expiration
Date is separate from the right to give a Notice of Termination
herein.




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2.3           Services




(a)           During
the Term of the Agreement, the Contractor shall provide such professional and
related services as are commensurate with the position of Chief Executive
Officer.  In addition the Contractor shall agree that the Contractor
shall accept appointment as a director and/or officer of the Company and its
subsidiaries, as shall be agreed from time to time with the Company, and, as
such, the Contractor shall have the responsibilities and authorities designated
to him by the bylaws of the Company, if stated therein, and the Board of
Directors.




(b)           During
the Term of the Agreement, the Contractor shall (i) report to the Board of
Directors and (ii) observe and comply with all lawful policies, directions and
instructions of the Board of Directors and the Company that are consistent with
the provisions of this paragraph 2.3.




(c)           During
the Term of the Agreement, the Contractor shall (i) devote his business time,
attention, skill and efforts to the faithful and efficient performance of the
provision of the Services as is reasonably required.




(d)           The
Company acknowledges that the Contractor may occasionally have other clients and
that the Contractor may have other commitments which he needs to attend to. The
Contractor agrees as follows: (i) that his obligations to provide service to the
Company shall take priority to other commitments and (ii) to not accept any
other client that may create a conflict with services to be provided to the
Company and (iii) to take reasonable steps to resign his role in relation to any
client that may come into conflict with the Company, the Company acknowledges
and accepts that the Contractor’s existing directorships and relationships as
disclosed in Schedule 1 (“Disclosed Relationships”) to this agreement do not
represent an employment conflict and (iv) to accept the decision of the Board of
Directors of the Company as to whether a conflict situation exists and to draw
any client situation to the attention of the Board of Directors if the
Contractor believes that a conflict does or may arise.




(e)           During
the currency of this Agreement, the Contractor shall not knowingly prejudice, in
any material respect, the reputation of the Company in the fields of business in
which it is engaged or with the investment community or the public at
large.




(f)           If
elected or appointed thereto, and only for the duration of such elected term or
appointment, the Contractor shall, as an integral part of and to facilitate the
provision of the Services referred to herein, serve as a director and/or officer
of the Company and any of its subsidiaries and/or in one or more executive
positions of any of such subsidiaries, provided that the Contractor is
indemnified for serving in any and all such capacities on a basis consistent
with that provided by the Company to other directors and executive officers of
the Company or similarly situated executive officers of any such
subsidiaries.




(g)           The
Contractor represents that there are no restrictions imposed upon him by any
covenants or agreements arising out of any prior engagement which materially
affect his ability to provide the services set forth in this Agreement. The
Contractor agrees to indemnify and hold the Company harmless for any judgment
and related costs, including attorney’s fees, which may be entered against the
Company as a result of a breach of any such covenants or violation of any such
restrictions, and agrees that any such breach or violation shall qualify for
“Cause” termination pursuant to Section 4.3 below.




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ARTICLE
III: Fees and Expenses




3.1           Base Fee




(a)           For
services rendered by the Contractor under this Agreement, the Company shall pay
to the Contractor a base monthly fee of £7,916 to be paid at the end of each
month in GBP to a bank account nominated by the Contractor and maintained in his
name. The amount is exclusive of any VAT that is or may be payable.




(b)           The
Contractor shall be granted such stock warrants as the Company shall for time to
time agree to grant as further consideration for the Services and to provide
incentive.




3.2           Incentive
Fee




During
the Term, the Parties may agree from time to time to modify this Agreement so as
to engage the Contractor to provide services over and above those set out in
this Agreement and/or to provide incentive to the Contractor to add exceptional
value such as by virtue of his corporate finance / M&A know-how and
expertise and / or network.




3.3           Period of
Absence




The
Company accepts that the Contractor may from time to time take vacation from his
full time client commitments to the Company (Period of Absence). During such
periods the Contractor shall ensure that adequate base coverage is provided by
the Contractor so as not to prejudice the quality of the overall service. On no
account shall the Contractor take a Period of Absence other than in accordance
with the following: (a) it shall be within the overall average annual Time
Commitment calculation; (b) it shall only exceed 14 consecutive business days
with the prior agreement of the Board of the Company, which shall not be
unreasonably denied.




3.4           Expense
Reimbursement




The
Company shall reimburse the Contractor for all reasonable travel and other
business expenses incurred by its Contractors in the performance of the
Services. Such expenses shall be submitted monthly in arrears and the Contractor
shall retain and make available for inspection all supporting vouchers for the
duration of the Agreement. Expense reimbursements shall be made in line with the
principles set out in the Companies policies that apply to its employees as
modified by agreement from time to time made in writing between the
Parties.




ARTICLE
IV: Termination




4.1           Termination by the
Contractor




The
Contractor may, at any time prior to the Expiration Date, terminate the
provision of the Agreement for any reason by delivering a Notice of Termination
to the Board of Directors.  The Notice of Termination shall be
effective not less than three months after the date of the notice and state the
effective Termination Date and if none is specified then the Termination Date
will be three months after the date of the Notice of Termination.  The
Termination Date under this provision may be beyond the Expiration
Date.




4.2           Termination by the
Company




The Board
of Directors may, at any time one month after the date of this Agreement and
prior to the Expiration Date, terminate the Agreement for any reason by
delivering a Notice of Termination to the Contractor.  The Notice of
Termination by the Company shall be effective not less than three months after
the date of the notice and state the effective Termination Date and if none is
specified then the Termination Date will be three months after the date of the
Notice of Termination.  The Termination Date under this provision may
be beyond the Expiration Date.




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4.3           Termination for
Cause




The
Company may terminate the Agreement for “Cause” upon the giving of a Notice of
Termination to the Contractor, subject to the terms of this sub-part, which
shall be effective immediately.  The Notice of Termination for Cause
shall state the basis for the notice.  The Company shall have “Cause”
to terminate the Agreement during the Term of this Agreement, if the
Contractor’s actions result in:




(a)           Failure
to materially provide the Services to a reasonable standard after written notice
and reasonable opportunity for cure, all as reasonably determined by the Board
of Directors upon a vote of a majority of its members, such vote not including
the Contractor.  Any such notice will allow for a minimum of one (1)
month for the Contractor to cure such failure from the date of such
notice.  Any determination of whether the Contractor has failed to
materially perform his duties shall not be based on performance or the financial
condition of the Company or the ability of the Contractor to effectuate such
Company performance or financial condition.




(b)           Conviction
of the Contractor of a felony or any crime involving embezzlement or theft
during the Term or any embezzlement or theft from the Company whether or not the
subject of a conviction; or




(c)           Serious
willful misconduct by the Contractor, including fraud willful dishonesty or the
substantial breach of any fiduciary duty owed to the Company.




4.4           Resignations




In the event of a termination of this
Agreement the Contractor shall immediately resign any office or directorship in
the Company or any of its Subsidiaries of Associates which he holds by virtue of
this Agreement or otherwise this contract is to be replaced with a similar
contract under circumstances where at its sole discretion the Board of Directors
shall determine that the Contractor should continue to serve in any office or
directorship.




4.5           Payment in the event of
Termination.




(a)           After
the termination of the Agreement for any reason by the Company, including the
inability of the Contractor to provide services due to disability of the
Contractor, but other than for Cause, the Company shall pay to the Contractor
the aggregate of (i) any unpaid Base Fee earned by that Contractor hereunder
prior to the Termination Date and any unreimbursed expenses, plus an amount
equal to the equivalent of the daily per diem rate inherent in the base fee
multiplied by the number of excess days spent prior to the Termination Date over
the number of days in the current annual period spent in excess of the Time
Commitment apportioned on a straight line time basis, AND (ii) an amount, which
is to be regarded as compensation for early termination, equal to the Base Fee
which would otherwise have been due from the Termination Date to the then
Expiration Date of the then Term, if the Expiration Date is after the
Termination Date.




(b)           Upon
termination of the Agreement by the Company for Cause the Company shall pay the
Contractor the unpaid Base Fee earned through the Termination Date and
unreimbursed, actual expenses incurred by Executive in furtherance of the
Company’s business, subject to any rights of set off for damages to the Company
as it asserts.  Except as provided in this agreement or by law, upon
termination for Cause, the Company shall have no further financial obligation to
Executive.




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(c)           Upon
termination of the Agreement by the Contractor (and for this purpose the death
of the Contractor shall be regarded as Termination by the Contractor with Notice
given from the date of the Contractor’s death) the Company shall pay the
Contractor any unpaid Base Fee earned hereunder prior to the Termination Date
and any unreimbursed expenses.




ARTICLE
V: Confidential Information and Non-Competition




5.1           Confidential
Information




(a)           The
Contractor recognizes that the services to be performed hereunder are special,
unique, and extraordinary and that, by reason of the Agreement, the Contractor
may acquire Confidential Information concerning the operation of the Company,
the use or disclosure of which would cause the Company substantial loss and
damages which could not be readily calculated and for which no remedy at law
would be adequate.  Accordingly, the Contractor  and agrees
with the Company that he will not (directly or indirectly) at any time, whether
during or after the Term, (i) knowingly use for an improper personal benefit any
Confidential Information that the Contractor may learn or has learned by reason
of the Agreement with the Company or (ii) disclose any such Confidential
Information to any Person except (A) in the performance of the Contractor’s
obligations to the Company hereunder, (B) as required by applicable law, (C) in
connection with the enforcement of the Contractor’s rights under this Agreement,
(D) in connection with any disagreement, dispute or litigation (pending or
threatened) between the Contractor and the Company or (E) with the prior written
consent of the Board of Directors.  As used herein, “Confidential
Information” includes information with respect to the operation and performance
of the Company, its investments, portfolio companies, products, services,
facilities, product methods, research and development, trade secrets and other
intellectual property, systems, patents and patent applications, procedures,
manuals, confidential reports, product price lists, customer lists, financial
information, business plans, prospects or opportunities (including, as
applicable, all of the foregoing information regarding the Company's past,
current and prospective portfolio companies); provided, however, that such term,
shall not include any information that (x) is or becomes generally known or
available other than as a result of a disclosure by the Contractor or (y) is or
becomes known or available to the Contractor on a non-confidential basis from a
source (other than the Company) that, to the Contractor's knowledge, is not
prohibited from disclosing such information to the Contractor by a legal,
contractual, fiduciary or other obligation to the Company.




(b)           The
Contractor confirms that all Confidential Information is the exclusive property
of the Company.  All business records, papers and documents kept or
made by the Contractor during the Term relating to the business of the Company
shall be and remain the property of the Company at all times.  Upon
the request of the Company at any time, the Contractor shall promptly deliver to
the Company, and shall retain no copies of, any written materials, records and
documents made or coming into the Contractor’s possession during the Term
concerning the business or affairs of the Company other than personal materials,
records and documents (including notes and correspondence) of the Contractor not
containing proprietary information relating to such business or
affairs.  Notwithstanding the foregoing, the Contractor shall be
permitted to retain copies of, or have access to, all such materials, records
and documents relating to any disagreement, dispute or litigation (pending or
threatened) between them and the Company.




5.2           Non-Competition




(a)           Within
the Term of the Agreement and for a period of one year thereafter (such period
being the “Restricted Period”), the Contractor shall not, unless the Contractor
receives the prior written consent of the Board of Directors, own a material
interest in, manage, operate, join, control, lend money or render financial or
other assistance to or participate in or be connected with, as an officer,
employee, Contractor, stockholder, consultant or otherwise, any Person that
competes with the Company in owning, operating or managing and oilseed crush or
biodiesel plant located in England or Wales, or any other business actively
being pursued by or developed by the Company during the Term provided this is in
line with the business plan as approved by the board of directors of the
Company.




(b)           The
Contractor has carefully read and considered the provisions of this Section 5.2
and, having done so, agrees that the restrictions set forth in this Section 5.2
(including the Restricted Period, scope of activity to be restrained and the
geographical scope) are fair and reasonable and are reasonably required for the
protection of the interests of the Company, its officers, directors, employees,
creditors and shareholders.  The Contractor understands that the
restrictions contained in this Section 5.2 may limit his ability to engage in a
business similar to the Company's business, but acknowledges that he will
receive sufficiently high remuneration from the Company hereunder to justify
such restrictions.




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(c)           During
the Restricted Period, the shall not, whether for his own account or for the
account of any other Person (excluding the Company), intentionally (i) solicit,
endeavor to entice or induce any employee or contractor of the Company to
terminate the Executive's employment or contractors contract with the Company or
accept employment with anyone else or (ii) interfere in a similar manner with
the business of the Company including its contracting parties, customers or
clients, suppliers, creditors and financiers.




(d)           In
the event that any provision of this Section 5.2 relating to the Restricted
Period or the areas of restriction shall be declared by a court of competent
jurisdiction to exceed the maximum time period or areas such court deems
reasonable and enforceable, the Restricted Period or areas of restriction deemed
reasonable and enforceable by the court shall become and thereafter be the
maximum time period and/or areas.




5.3           Injunctive
Relief




The
Contractor acknowledges that a breach of any of the covenants contained in this
Article V may result in material irreparable injury to the Company for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of such a breach, any
payments remaining under the terms of this Agreement shall cease and the Company
shall be entitled to obtain a temporary restraining order or a preliminary or
permanent injunction restraining the Contractor from engaging in activities
prohibited by this Article V or such other relief as may be required to
specifically enforce any of the covenants contained in this Article
V.  The Contractor agrees to and hereby does submit to in personal
jurisdiction before each and every such court for that purpose.




ARTICLE
VI: Dispute Resolution




6.1           Disputes




In the
event a dispute shall arise between the parties as to whether the provisions of
this Agreement have been complied with (a “Dispute”), the parties agree to
resolve such Dispute in accordance with the following procedure:




(a)           A
meeting shall be held promptly between the parties, attended (in the case of the
Company) by one or more individuals with decision-making authority regarding the
Dispute, to attempt in good faith to negotiate a resolution of the
Dispute.




(b)           If,
within 10 days after such meeting, the parties have not succeeded in negotiating
a resolution of the Dispute, the parties agree to submit the Dispute to
mediation in accordance with the Commercial Mediation Rules of the American
Arbitration Association except that Disputes with regard to the existence of a
Disability shall be resolved in accordance with the definition of the term
“Disability” above.




(c)           The
parties will jointly appoint a mutually acceptable mediator, seeking assistance
in such regard from the American Arbitration Association if they have been
unable to agree upon such appointment within 10 days following the 10-day period
referred to in clause (b) above.




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(d)           Upon
appointment of the mediator, the parties agree to participate in good faith in
the mediation and negotiations relating thereto for 15 days.




(e)           If
the parties are not successful in resolving the Dispute through mediation within
such 15-day period, the parties agree that the Dispute shall be settled by
arbitration in accordance with the Expedited Procedures of the Commercial
Arbitration Rules of the American Arbitration Association.




(f)           The
fees and expenses of the mediator/arbitrators shall be borne solely by the
non-prevailing party or, in the event there is no clear prevailing party, as the
mediator/arbitrators deem appropriate.




(g)           Except
as provided above, each party shall pay its own costs and expenses (including,
without limitation, attorneys' fees) relating to any mediation/arbitration
proceeding conducted under this Article VI.




(h)           All
mediation/arbitration conferences and hearings will be held in the greater
London area.




(i)           In
the event there is any disputed question of law involved in any arbitration
proceeding, such as the proper legal interpretation of any provision of this
Agreement, the arbitrators shall make separate and distinct findings of all
facts material to the disputed question of law to be decided and, on the basis
of the facts so found, express their conclusion of the question of
law.  The facts so found shall be conclusive and binding on the
parties, but any legal conclusion reached by the arbitrators from such facts may
be submitted by either party to a court of law for final determination by
initiation of a civil action in the manner provided by law.  Such
action, to be valid, must be commenced within 20 days after receipt of the
arbitrators' decision.  If no such civil action is commenced within
such 20-day period, the legal conclusion reached by the arbitrators shall be
conclusive and binding on the parties.  Any such civil action shall be
submitted, heard and determined solely on the basis of the facts found by the
arbitrators.  Neither of the parties shall, or shall be entitled to,
submit any additional or different facts for consideration by the
court.  In the event any civil action is commenced under this
paragraph (i), the party who prevails or substantially prevails (as determined
by the court) in such civil action shall be entitled to recover from the other
party all costs, expenses and reasonable attorneys' fees incurred by the
prevailing party in connection with such action and on appeal.




(j)           Except
as limited by paragraph (i) above, the parties agree that judgment upon the
award rendered by the arbitrators may be entered in any court of competent
jurisdiction.  In the event legal proceedings are commenced to enforce
the rights awarded in an arbitration proceeding, the party who prevails or
substantially prevails in such legal proceeding shall be entitled to recover
from the other party all costs, expenses and reasonable attorneys' fees incurred
by the prevailing party in connection with such legal proceeding and on
appeal.




(k)           Except
as provided above, (i) no legal action may be brought by either party with
respect to any Dispute and (ii) all Disputes shall be determined only in
accordance with the procedures set forth above.




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ARTICLE
VII: Miscellaneous




7.1           Assignability




The
obligations of the Contractor hereunder are personal to the Contractor and may
not be assigned or delegated by the Contractor or transferred in any manner
whatsoever, nor are such obligations subject to involuntary alienation,
assignment or transfer.  The Company shall have the right to assign
this Agreement and to delegate all rights, duties and obligations hereunder as
provided in Section 4, provided always that it will continue to be liable for
the obligations of the assignee in the event of default by the
assignee.




7.2           Notices




All
notices and all other communications provided for in the Agreement shall be in
writing and addressed (i) if to the Company, addressed at its principal office
address or such other address as it may have designated by written notice to the
Executive for purposes hereof, directed to the attention of the CEO with a copy
to the Secretary of the Company and (ii) if to the Contractor, at the address
written above, or to such other address as the Contractor may have designated to
the Company in writing for purposes hereof.  Each such notice or other
communication shall be deemed to have been duly given when delivered to the
receiving party by registered post to the address referred to above where such
delivery requires signature as proof of delivery by the receiving
party.




7.3           Severability




The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.




7.4           Successors: Binding
Agreement




(a)           The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company, by agreement in form and substance reasonably
acceptable to the Contractor, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.  Failure
of the Company to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement.




(b)           This
Agreement and all rights of the Contractor hereunder shall inure to the benefit
of and be enforceable by the Contractor’s personal or legal representatives,
executors, administrators, successors, heirs, distributes, devisees and
legatees.  If the Contractor should die while any amounts would be
payable to the Contractor hereunder if the Contractor had continued to live, all
such amounts, unless otherwise provided herein, shall be paid, in an amount
calculated in accordance with the terms of this Agreement, to the Contractor’s
devisee, legatee, or other designee (as notified to the Company) or, if there be
no such designee, to the Contractor's estate. For the avoidance of doubt the
Company agrees that such payments will be made in this manner.




7.5           Amendments and
Waivers




No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by the
Company.  No waiver by either party hereto at any time of any breach
by the other party hereto of, or in compliance with, any condition or provision
of this Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.




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7.6           Entire Agreement,
Termination of Other Agreements




This
Agreement is an integration of the parties' agreement and no agreement or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party that are not set forth
expressly in this Agreement. This Agreement supersedes any and all previous
agreements, oral or otherwise, express or implied, with respect to the subject
matter hereof between the parties.




7.7           Governing
Law




THE
VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL
BE GOVERNED BY THE LAWS OF ENGLAND AND WALES.




7.8           Counterparts




This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together will constitute one and the
same instrument.




[Signature
page follows]




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IN WITNESS WHEREOF, the
parties have executed this Agreement effective as of the date first above
written.




FLEX FUELS ENERGY,
      INC.By:
                            /s/ John
      NangleBY:
      ChairmanName:
      JOHN NANGLETHE
      CONTRACTORBy:
                            /s/
      Thomas BarrName:
      Thomas Barr














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Schedule
1









Disclosed
Relationships









NONE.













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