exhibit10-13.htm


    Exhibit
      10.13


    


    Letter
      of
      Agreement

    Purchase
      of Media Production, Distribution and Placement Services

    


    This
      letter of agreement describes the terms and conditions of an agreement between
      144media LLC (“144media”), a public relations organization headquartered in New
      York City and Better Bio Diesel (OTCBB BBDS with headquarters in Spanish Forks,
      Utah, hereinafter known as “the company.”

    


    As
      agreed
      to by both parties:

    


    1.
      Services Provided

    


    144media
      LLC shall provide to the company public relations services that include all
      consultation, planning, production, post production, writing and editing,
      layout, duplication, distribution and placement activities necessary to execute
      national public relations campaigns highlighting one of more aspects of the
      company’s products, services, operations, personnel, innovations or other
      aspects of its business.

    


    It
      is
      understood that these services shall result in the placement of these electronic
      and print materials as finished programming and/or written editorial material
      that is delivered to audiences by broadcast and cable television networks and
      stations, non-broadcast outlets such as airline video programming, internet
      portals and web sites, newspapers and newsmagazines, radio networks and radio
      stations.

    


    2.
      Client
      Change Requests, Approvals and Timeliness

    


    The
      company shall have the right to review and request changes on

    first
      drafts of all written materials and right of final approval on all rewrites.
      Changes beyond those requested on first drafts shall incur charges to be
      negotiated between the company and 144media on a case by case basis.

    


    The
      company shall approve all written scripts for electronic productions. It shall
      further have the right to request changes on first edits of all electronic
      productions, and it shall have the right of final approval on all electronic
      productions. Changes of script or edited materials beyond those described above
      shall incur charges to be negotiated between the company and 144media on a
      case
      by case basis.

    


    Failure
      by the company to provide change requests or specified approvals within five
      (5)
      business days of its receipt of editorial materials from 144media shall
      constitute a material breach of this agreement.

    


    3.
      Guaranteed Placement, Placement Value and Measurement of Value

    


    144media
      guarantees that its placement of all editorial materials in media outlets shall
      aggregate a total value of  $3,000,000 dollars with the value of
      placement determined by the fair market value costs necessary to purchase
      comparable air time and editorial space for the company’s advertising.

    


    Measurement
      of value of company updates placed shall be calculated based on fair market
      value published rates for purchase of advertising time and space in electronic
      and print media to which materials are distributed.

    


    4.
      Reporting

    


    144media
      shall provide the company with a monthly written report of placements and the
      dollar value of placements accrued against total asset value of media placements
      purchased (such dollar amounts are determined as determined by method stated
      in
      the preceding Section 3).

    


    5.
      Agreement Duration

    


    The
      duration of this agreement shall be for two (2) years, or until the value of
      public relations materials placed in media outlets equals $3,000,000, whichever
      comes first; provided,
      however, that the duration shall not be for less than one (1) year.

    


    6.
      Payment and Terms of Payment

    


    In
      consideration for its services provided under this Letter of Agreement, 144
      media shall receive as payment from the company a total of $3,000,000 worth
      of
      the restricted stock of the company, based on a price of  $00.75 per share of the company’s
      stock.

    


    Payment
      of restricted stock shall be made to 144media within fifteen (15) business
      days
      of signing of this agreement by 144media and the company. Failure to transfer
      restricted stock in specified amounts under this agreement within fifteen (15)
      business days shall constitute a material breach of this agreement.

    


    7.
      Start
      of Work

    


    144media
      is prepared to begin work immediately upon its receipt of payment under this
      Agreement.

    


    


    8.
      Default

    


    Any
      failure of the company to transfer stock as required, provide timely review
      and
      approvals or fail to act in good faith to effectuate the terms of this
      Agreement  shall constitute a default. Upon default, all amounts due
      144media hereunder shall be due and payable, and 144media may, in its sole
      discretion, immediately suspend performance and terminate this Agreement.

    


    9.
      Indemnification

    


    The
      company shall indemnify and hold harmless 144media, its agents, employees,
      legal
      representatives, heirs, executors or assigns from and against any and all
      losses, damages, expenses and liabilities or actions, investigations, inquiries,
      arbitrations, claims or other proceedings in respect thereof, including
      enforcement of this Agreement.

    


    10.
      Choice Of Law/Arbitration

    


    The
      resolution of all disputes, actions or proceedings arising out of this Agreement
      shall be determined solely and exclusively by arbitration, by a single
      arbitrator, under the rules of the American Arbitration Association as then
      in
      effect.

    


    11.
      Counterparts

    


    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      Agreement. A telefaxed copy of this Agreement shall be deemed an
      original.

    


    12.
      Modification and Waivers

    


    No
      change, modification or waiver of any provision of this Agreement shall be
      valid
      or binding unless it is in writing, dated subsequent to the Effective Date
      of
      this Agreement, and signed by both the company and 144media. No waiver of any
      breach, term, condition or remedy of this Agreement by any party shall
      constitute a subsequent waiver of the same or any other breach, term, condition
      or remedy.

    


    13.
      Severability

    


    If
      one or
      more provisions of this Agreement are held to be unenforceable under applicable
      law, such provision(s) shall be excluded from this Agreement and the balance
      of
      the Agreement shall be interpreted as if such provision(s) were so excluded
      and
      shall be enforceable in accordance with its terms.

    


    14.
      Entire Agreement

    


    This
      Agreement constitutes the entire agreement and understanding of the parties
      with
      respect to the subject matter hereof and supersedes any and all prior
      negotiations, correspondence, agreements, understandings duties or obligations
      between the parties with respect to the subject matter hereof.

    


    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on

    


     ________________
      2008:

    


     For
      144media LLLC

    


    Robert
      J.
      Geline, President

    


    ____________________________________________________

    Signed

    ____________________________________________________

    Full
      Legal Name (Print)

    


    For
      Better Biodiesel, Inc.


    
      David
        M.
        Otto

    

    
       

       

      ____________________________________________________

      Signed

      ____________________________________________________

      Full
        Legal Name (Print)