f10q063008ex10i_ea3magnegas.htm


     

    
      CONSULTING
AGREEMENT

      (the
“Agreement”)

      Dated  May
31, 2008

      


      On and
between

      


      Dr.
RUGGEROI MARIA SANTILLI

      90 East
Winds Ct

      Palm
Harbor, FL 34683

      Tel.
727-934 9593

      Fax
727-934 9275

      Hereon
referred to as “Consultant”

      


      and

      


      MAGNEGAS
CORPORATION (MGC)

      35246 US
Highway 19 North, #311

      Palm
Harbor, Florida 34684

      7el.
727-934 3448

      Fax
727-934 6260

      A public
Delaware company hereinafter referred to as the “Company”.

      


      


      RECITALS

      


      WHEREAS,
Dr. Santilli (“Consultant”) has developed the Magnegas Technology (“Magnegas
Technology”) as described in details in the web site http://www.magnegas.com;
as the sole inventor of record has secured various U. S. Patents  and
has filed additional patent applications in said technology .

      


      WHEREAS,
all patents, patent applications and all related intellectual property has been
irrevocably assigned since their inception by Consultant to HyFuels, Inc., (HFY)
a Florida Corporation, as per documentary evidence existing at the U. S. Patent
and Trademark Office.

      


      WHEREAS,
at the time of signature of this Agreement Consultant is and will continue to be
a Scientific Consultant of HYF for the scope of continuing the patenting and
further development of the intellectual properties on the Magnegas Technology
under the exclusive ownership of HYF.

      


      WHEREAS,
on April 6, 2007 HYF” has granted an exclusive and all encompassing license on
the Magnegas Technology to Magnegas Corporation (the “Company”) herewith
attached as Exhibit A.

       

       

      
        
           

        

        
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      WHEREAS,
the exclusive and all encompassing license granted by HYF to the Company
includes a five years exclusive option by the Company to purchase from HYF all
patents, patent applications and all available intellectual properties on the
Magnegas Technology.

      


      WHEREAS,
the Company needs the technical and scientific assistance of Consultant for
the  further development of the Magnegas Technology.

      


      WHEREAS,
Consultant is willing to provide the Company the needed technical assistance
under certain terms and conditions.

      


      


       THE
PARTIES AGREE TO THE FOLLOWING:

      


      1.           Consultant
shall be a Scientific Consultant of the Company at 70% (seventy percent) of his
time effective at the signature of this Agreement.

      


      2.           the
Company acknowledges and accepts that Consultant shall jointly remain a
Scientific Consultant of HYF for the remaining 30% (thirty percent) of his time
for the duration of this Agreement.

      


      3.           the
Company explicitly admits and accepts that all patentable inventions and
discoveries as well as all related intellectual properties that could be
achieved by Consultant while working for the Company under this Consultant
Agreement shall be exclusively assigned by Dr. Santilli to and owned by
HYF.

      


      4.           In
the event the Company elects to exercise the option for the purchase from HYF of
all intellectual properties on the Magnegas Technology, the Company and HYF
shall so notify Consultant in writing and, following said purchase, Consultant
has the obligation to assign and irrevocably transfer all his possible
inventions, discoveries and related intellectual rights in the Magnegas
Technology to the Company.

      


      5.           Consultant
is hereby appointed the Director of Research and Development of the Company
beginning with the date of this agreement and, as such, has authority and
responsibility on all research and all new developments of the Magnegas
Technology.

      


      6.           Consultant
shall be at the disposal of and operate under directives of the Board of
Directors of the Company (“MGC BoD”). In particular, Consultant shall make
periodic written reports to the MGC BoD on the status of the Magnegas
Technology, and propose further developments. Consultant shall have no authority
to initiate new Research and Developments unless authorized in writing by the
MGC BoD, including authorization of the projected costs.

      


      7.           Consultant
shall have no authority or responsibility on manufacturing, sales, accounting
and operations of the the Company other than those related to Research and
Development.

       

       

      
        
           

        

        
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      CONSIDERATIONS

      


      8.           At
the time of signature of this Agreement, Consultant shall be granted 100,000
(one hundred thousands) shares of common stock of the Company.

      


      9.           In
consideration of consulting services rendered, the Company shall pay to
Consultant a monthly fee of $5,000 (five thousand dollars) to be paid beginning
from the day the Magnegas Corporation Board of Directors determines that the
company has achieved sufficient funding to pay the consulting fee.

      


      10.           Possible
increases of the above specified monthly consulting fee, as well as possible
stock options for Consultant,  shall be decided by the the Company BoD
but granted only permitted by available financial  resources and based
on performance.

      


      11.           the
Company will pay Consultant for all expenses related to travel on behalf of the
Company, including the payment for all costs of meals and lodging. Consultant
has the responsibility of providing the Company all related
documentation.

      


      12.           Nothing
herein shall be construed to create an employer-employee relationship between
the Company and Consultant. Consultant is an independent contractor and not an
employee of the Company or any of its subsidiaries or affiliates. The
consideration set forth above shall be the sole consideration due to Consultant
for the services rendered hereunder. It is understood that the Company will not
be responsible for tax withholding, health insurance and other benefits
available to employees of the company. Consultant will not represent himself to
be  an employee of the Company.

      


      MISCELLANEOUS

      


      13. Confidentiality.  In
the course of performing consulting services, the parties recognize that
Consultant may come in contact with or become familiar with information which
the Company or its subsidiaries or affiliates may consider confidential. This
information may include, but is not limited to, information pertaining to the
Magnegas Technology, which information may be of value to a competitor.
Consultant agrees to keep all such information confidential and not to discuss
or divulge it to anyone other than appropriate Company personnel or their
designees.

      


      14. Confidentiality exclusion.
Company acknowledges full knowledge, agree and keeps Consultant harmless on the
fact that Consultant is jointly obliged to provide HYF complete and
comprehensive information on the status, conditions and development of the
Magnegas Technology until the Company exercises the option for the purchase
of  intellectual properties on the Magnegas technology.

      


      15. Duration. This Agreement shall
have the duration of five years from the date of this Agreement.

       

       

      
        
           

        

        
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      16. Termination. Either party may
terminate this Agreement upon Thirty (30) days of a  written notice
via certified mail .

      


      17. Notice.  Any notice
or communication permitted or required by this Agreement shall be deemed
effective when personally delivered or deposited, postage prepaid, in the first
class mail of the United States properly addressed to the appropriate party at
the address set forth below:

      


      18.  Entire Agreement and
Amendments.  This Agreement constitutes the entire agreement of
the parties with regard to the subject matter hereof, and replaces and
supersedes all other agreements or understandings, whether written or oral. No
amendment or extension of the Agreement shall be binding unless in writing and
signed by both parties.

      


      19. Binding Effect,
Assignment.  This Agreement shall be binding upon and shall
inure to the benefit of Consultant and the Company and to the Company's
successors and assigns. Nothing in this Agreement shall be construed to permit
the assignment by Consultant of any of its rights or obligations hereunder, and
such assignment is expressly prohibited without the prior written consent of the
Company.

      


      20. Governing Law,
Severability.  This Agreement shall be governed by the laws of
the State of FloridaThe invalidity or unenforceability of any provision of the
Agreement shall not affect the validity or enforceability of any other
provision.

      


      21. This
Agreement is not valid unless signed by both the Consultant and the Company on
or before seven days from the date of first signature.

      


      WHEREFORE,
the parties have executed this Agreement as of the date first written
above.

      


      MAGNEGAS
CORPORATION

      


      ____________________________________

      Mrs.Luisa
Ingargiola

      In
representation of the Board of Directors

      


      CONSULTANT

      


      /s/ 
Dr. Ruggero Maria Santilli