exhibit10-8.htm


    Exhibit
      10.8

    


    BETTER
      BIODIESEL CORPORATION

    CONSULTING
      SERVICES AGREEMENT

    


    This
      Consulting Services Agreement (the “Agreement”), dated
      January___,
      2008, is made by and between Cambridge Partners, LLC
      (“Cambridge Partners”) (the “Consultant”) and
Better
      Biodiesel Inc., a
      Colorado corporation (the “Company”).  The
      Consultant and the Company shall hereafter be referred to individually as a
      “Party” and
      collectively as the “Parties.”

    


    WHEREAS,
      Consultant has extensive background in strategic management;

    


    WHEREAS,
      Consultant desires to be engaged by Company to provide strategic management
      services to Company subject to the conditions set forth herein;

    


    WHEREAS,
      Company desires to engage Consultant to provide the strategic management
      services on the terms and subject to the conditions set forth herein; and

    


    NOW,
      THEREFORE, in consideration for those services Consultant agrees to provide
      to
      the Company, the Parties agree as follows:

    


     

    1.           
      Services of Consultant.

     

    


    Consultant
      agrees to perform for Company the strategic management services to effect the
      implementation of the Company’s revised business plan (the “Services”), upon
      such terms and to the extent the parties agree from time to time.  The
      nature of the Services to be provided shall include, but are not limited to
      (the
“Services”):

    


    2.           
      Consideration.

    


    (a)           
In
      consideration for the Services rendered to the Company hereunder during the
      Term
      (defined below), the Company shall irrevocably, pay to Consultant compensation
      including two million (2,000,000) shares common stock of the Company. Shares
      issued pursuant to the exercise of this Agreement shall be issued for the
      benefit of Cambridge Partners, LLC, the organization performing the consulting
      Services for the Company. All shares and certificates representing such shares
      shall be subject to applicable SEC, federal, state (Blue sky) and local laws
      and
      additional restrictions set forth herein; and

    


    (b)           
Consultant
      shall be entitled to “piggy-back” registration rights for (i) the Common Stock
      on all registrations of the Company, except for registrations filed on Form
      S-4
      or Form S-8, or on any demand registrations of any other investor subject to
      the
      right, however, of the Client and its underwriters to reduce the number of
      shares proposed to be registered pro rata in view of market conditions or legal
      considerations, pursuant to Rule 415 of the Securities Act, which may limit
      the
      total number of shares included in a single registration to 30% of the then
      issued and outstanding common stock of the Client.  The Company shall
      bear registration expenses (exclusive of underwriting discounts and commissions)
      of all such demands, piggy-backs, and S-3 or SB-2 registrations.

    


    (c)           
The
      following
      legend (or a legend substantially in the following form) shall be placed on
      certificates representing the common stock issued pursuant to Section
      2(1):

    


    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
      SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,
      OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS (A) THERE IS
      AN
      EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES
      STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES,
      OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER
      OF
      THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THIS CORPORATION) STATING
      THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION
      OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM
      REGISTRATION.

     

    


     [COMMENT:Under
      a Voting Trust Agreement
      such as this one, shareholders transfer their stock certificates to the Trustee
      in exchange for voting trust certificates. Meanwhile, the Company transfers
      the
      shares represented by the certificates to the Trustee in the Company ledger.
      RCW
      23B.07.300 requires that a duplicate of the Voting Trust Agreement and any
      extension thereof be filed with the Company, along with a list of the beneficial
      owners of the shares subject to the trust.]

    


    3.           
      Confidentiality.

    


    Each
      party agrees that during the course of this Agreement, information that is
      confidential or of a proprietary nature may be disclosed to the other party,
      including, but not limited to, product and business plans, software, technical
      processes and formulas, source codes, product designs, sales, costs and other
      unpublished financial information, advertising revenues, usage rates,
      advertising relationships, projections, and marketing data (“Confidential
      Information”). Confidential Information shall not include information
      that the receiving party can demonstrate (a) is, as of the time of its
      disclosure, or thereafter becomes part of the public domain through a source
      other than the receiving party, (b) was known to the receiving party as of
      the
      time of its disclosure, (c) is independently developed by the receiving party,
      or (d) is subsequently learned from a third party not under a confidentiality
      obligation to the providing party.  Confidential Information need not
      be marked as confidential at the time of disclosure to receive “Confidential
      Information” protection as required herein, rather all information disclosed
      that, given the nature of the information or the circumstances surrounding
      its
      disclosure reasonably should be considered as confidential, shall receive
“Confidential Information” protection.

     

    4.           
      Non-Competition, Non-Solicitation.

     

           
      (a)            Non-Competition.
      

     

    Consultant
      agrees that he shall not, during the Term and for one year subsequent thereto
      directly or indirectly, engage or be interested in any business(es) that is
      competitive with the business being conducted by the Company through the
      consulting Term, without the express direction or written approval of the
      Company.

     

    (b)           
      Non-Solicitation.

     

    Consultant
      agrees that he will not, without the prior written consent of the Company,
      for a
      period of two years after the termination of employment, directly or indirectly
      disturb, entice, or in any other manner persuade, any employee or consultant
      of
      the Company to discontinue that person’s or firm’s relationship with the Company
      if the employee(s) and/or consultant(s) were employed by the Company at any
      time
      during the twelve (12) month period prior to the termination date.

     

    Consultant
      further agrees that he will not, for a period of two (2) years following the
      termination of employment, contact or solicit orders, sales or business from
      any
      customer of the Company’s so as to induce or attempt to induce such customer to
      cease doing business with the Company.

    


    5.           
      Indemnification.

    


    (a)           
      Company.

    


    The
      Company agrees to indemnify, defend, and shall hold harmless Consultant and/or
      its agents, and to defend any action brought against said parties with respect
      to any claim, demand, cause of action, debt or liability, including reasonable
      attorneys' fees to the extent that such action is based upon a claim that:
      (i)
      is true, (ii) would constitute a breach of any of Company's representations,
      warranties, or agreements hereunder, or (iii) arises out of the negligence
      or
      willful misconduct of Company.

    


    (b)           
      Consultant.

    


    The
      Consultant agrees to indemnify, defend, and shall hold harmless Company, its
      directors, employees and agents, and defend any action brought against same
      with
      respect to any claim, demand, cause of action, debt or liability, including
      reasonable attorneys' fees, to the extent that such an action arises out of
      the
      gross negligence or willful misconduct of Consultant.

    


    (c)           
      Notice.

    


    In
      claiming any indemnification hereunder, the indemnified party shall promptly
      provide the indemnifying party with written notice of any claim, which the
      indemnified party believes falls within the scope of the foregoing paragraphs.
      The indemnified party may, at its expense, assist in the defense if it so
      chooses, provided that the indemnifying party shall control such defense, and
      all negotiations relative to the settlement of any such claim. Any settlement
      intended to bind the indemnified party shall not be final without the
      indemnified party's written consent, which shall not be unreasonably
      withheld.

     

    6.           
      Termination and Renewal.

    


    (a)           
      Term.

    


    This
      Agreement shall become effective on the date first written above and terminate
      twelve (12) months thereafter, unless terminated sooner in accordance with
      Section 8(b), below (the “Term”). Unless
      otherwise agreed upon in writing by Consultant and Company, this Agreement
      shall
      not automatically renew beyond its term.


    (b)           
      Termination.

    


    Either
      party may terminate this Agreement upon thirty (30) calendar days written
      notice, if the other party materially breaches any of its representations,
      warranties or obligations under this Agreement. Except as may be otherwise
      provided in this Agreement, such breach by either party will result in the
      other
      party being responsible to reimburse the non-defaulting party for all costs
      incurred directly as a result of the breach of this Agreement, and shall be
      subject to such damages as may be allowed by law including all attorneys' fees
      and costs of enforcing this Agreement.


    (c)           
      Termination and Payment.

    


    Upon
      any
      termination or expiration of this Agreement, Company shall pay all unpaid and
      outstanding fees, through the effective date of termination or expiration of
      this Agreement. And upon such termination, Consultant shall provide and deliver
      to Company any and all outstanding Services due through the effective date
      of
      this Agreement.

    


    7.           
      Remedies

    


    Should
      Consultant at anytime materially
      breach any of terms outlined in this Agreement, Company shall have the right
      to
      seek remedies, including but not limited to: i) a temporary restraining order
      and permanent injunction; ii) liquidated damages; iii) cancellation of the
      interests underlying the stock certificates.

    


    8.           
      Miscellaneous.

    


    
      	
              a)  

            	
              Independent
                Contractor.

            


    

    


    Consultant
      shall render all Services hereunder as an independent contractor and shall
      not
      hold himself out as an agent of Company. Nothing herein shall be construed
      to
      create or confer upon Consultant the right to make contracts or commitments
      for
      or on behalf of Company.

     

    


    
      	
              b)  

            	
              Right
                to Hire Sub-Consultants

            


    

    


    The
      Parties agree that Consultant shall be authorized to hire sub-consultants only
      with pre-notification and approval by the Company.

    


    
      	
              c)  

            	
              Right
                to Incur Expenses

            


    

    


    The
      Parties agree that Consultant shall be entitled to reimbursement for ordinary
      i.e. press releases and extraordinary expenses only with pre-notification and
      approval by the Company before the expenses are incurred.

    


    
      	
              d)  

            	
              Negative
                Covenants

            


    

    


    Consultant
      hereby covenants that at no
      time will he provide any service that directly or indirectly promotes or
      maintains a market for the Company’s securities nor act as a conduit for
      distributing securities to the general public.  Moreover, Consultant
      will not provide certain services including but not limited to: acting as a
      broker or dealer or arrange or effect mergers or circulate research to broaden
      or sustain a market price.

    


    
      	
              e)  

            	
              Rights
                Cumulative; Waivers.

            


    

    


    The
      rights of each of the parties under this Agreement are
      cumulative.  The rights of each of the parties hereunder shall not be
      capable of being waived or varied other than by an express waiver or variation
      in writing.  Any failure to exercise or any delay in exercising any of
      such rights shall not operate as a waiver or variation of that or any other
      such
      right.  Any defective or partial exercise of any of such rights shall
      not preclude any other or further exercise of that or any other such
      right.  No act or course of conduct or negotiation on the part of any
      party shall in any way preclude such party from exercising any such right or
      constitute a suspension or any variation of any such right.

    


    
      	
              f)  

            	
              Benefit;
                Successors Bound.

            


    

    


    This
      Agreement and the terms, covenants, conditions, provisions, obligations,
      undertakings, rights, and benefits hereof, shall be binding upon, and shall
      inure to the benefit of, the undersigned parties and their heirs, executors,
      administrators, representatives, successors, and permitted assigns.

    


    
      	
              g)  

            	
              Entire
                Agreement.

            


    

    


    This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof.  There are no promises, agreements, conditions,
      undertakings, understandings, warranties, covenants or representa­tions,
      oral or written, express or implied, between them with respect to this Agreement
      or the matters described in this Agreement, except as set forth in this
      Agreement.  Any such negotiations, promises, or understandings shall
      not be used to interpret or constitute this Agreement.

    


    


    
      	
              h)  

            	
              Assignment.

            


    

    


    Neither
      this Agreement nor any other benefit to accrue hereunder shall be assigned
      or
      transferred by either party, either in whole or in part, without the written
      consent of the other party, and any purported assignment in violation hereof
      shall be void.

    


    
      	
              i)  

            	
              Amendment.

            


    

    


    This
      Agreement may be amended only by an instrument in writing executed by all the
      parties hereto.

    


    
      	
              j)  

            	
              Severability.

            


    

    


    Each
      part
      of this Agreement is intended to be severable.  In the event that any
      provision of this Agreement is found by any court or other authority of
      competent jurisdiction to be illegal or unenforceable, such provision shall
      be
      severed or modified to the extent necessary to render it enforceable and as
      so
      severed or modified, this Agreement shall continue in full force and
      effect.

    


    
      	
              k)  

            	
              Section
                Headings.

            


    

    


    The
      Section headings in this Agreement are for reference purposes only and shall
      not
      affect in any way the meaning or interpretation of this Agreement.

    


    
      	
              l)  

            	
              Construction.

            


    

    


    Unless
      the context otherwise requires, when used herein, the singular shall be deemed
      to include the plural, the plural shall be deemed to include each of the
      singular, and pronouns of one or no gender shall be deemed to include the
      equivalent pronoun of the other or no gender.

    


    
      	
              m)  

            	
              Further
                Assurances.

            


    

    


    In
      addition to the instruments and documents to be made, executed and delivered
      pursuant to this Agreement, the parties hereto agree to make, execute and
      deliver or cause to be made, executed and delivered, to the requesting party
      such other instruments and to take such other actions as the requesting party
      may reasonably require to carry out the terms of this Agreement and the
      transactions contemplated hereby.

    


    
      	
              n)  

            	
              Notices.

            


    

    


    Any
      notice which is required or desired under this Agreement shall be given in
      writing and may be sent by personal delivery or by mail (either (i) United
      States mail, postage prepaid, or (ii) Federal Express or similar generally
      recognized overnight carrier), addressed as follows (subject to the right to
      designate a different address by notice similarly given):


    
      	
               

            	
              If
                to Company: 

            


       

                       Better
        Biodiesel Inc.

                      C/O
        David Otto

                      601
        Union Street,
        Suite 4500

                      Seattle,
        WA
        98101


      
        	
                 

              	
                If
                  to Consultant: 

              


      

      


                      ---------------------------------------

                      ---------------------------------------

                      ---------------------------------------

    

    


    
      	
              o)  

            	
              Governing
                Law.

            


    

    


    This
      Agreement shall be governed by the interpreted in accordance with the laws
      of
      the State of Florida without reference to its conflicts of laws rules or
      principles.  Each of the parties consents to the exclusive
      jurisdiction of the federal courts of the State of Florida in connection with
      any dispute arising under this Agreement and hereby waives, to the maximum
      extent permitted by law, any objection, including any objection based on forum non coveniens, to the
      bringing of any such proceeding in such jurisdictions.

    


    
      	
              p)  

            	
              Consents.

            


    

    


    The
      person signing this Agreement on behalf of each party hereby represents and
      warrants that he has the necessary power, consent and authority to execute
      and
      deliver this Agreement on behalf of such party.

    


    Unless
      provided otherwise within this Agreement, it is acknowledged by the Company
      that: (i) the Consultant has consulted its own counsel on all aspects of this
      Agreement; and (ii) the Company has not made any representations to the
      Consultant to induce it to enter into this Agreement.

     

    


    
      	
              q)  

            	
              Survival
                of Provisions.

            


    

    


    The
      provisions contained in paragraphs 3, 4, 5 and 8(b) of this Agreement shall
      survive the termination of this Agreement.

    


    
      	
              r)  

            	
              Execution
                in Counterparts.

            


    

    


    This
      Agreement may be executed via facsimile and in any number of counterparts,
      each
      of which shall be deemed an original and all of which together shall constitute
      one and the same agreement.

    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed and
      have
      agreed to and accepted the terms herein on the date written above.

    
 

    


    CLIENT:

    


    BETTER
      BIODIESEL INC..

    
 

    


                    

                                    By:
      David M.
      Otto

                                    Its:
      Director
      Authorized Officer

    


    


    CONSULTANT:

    


    CAMBRDIGE
      PARTNERS, LLC

    


    


    


    


    


    By:___________________________

    [Print
      Name]

    


    Its:_____________________