exhibit10-15.htm


    Exhibit
      10.15

    


     

    January
      3, 2008

    


    


    


    Better
      Bio Diesel

     

    Re:
      Better Biodiesel

    
 

    


     

    Dear
      Director: 

     

     

    This
      will
      confirm our understanding that the Company has agreed to retain the services
      of
      Focus Earth, Inc (FE) to render services to the Company as an advisor of the
      business. Proposed services are outlined below.

     

    
      	
              Ÿ  

            	
              Develop
                and refer media placement strategy;

            


    

    
      	
              Ÿ  

            	
              Upon
                the companies direction Facilitate strategic
                relationships;

            


    

    
      	
              Ÿ  

            	
              Advise
                on strategic partners;

            


    

    
      	
              Ÿ  

            	
              Assist
                Media Placement In the Social Responsible
                Sector;

            


    

    
      	
              Ÿ  

            	
              Consult
                and help Build Website for Geo
                Algae

            


    

    


    


    FE
      shall
      have the non-exclusive right for a period of 12 months from the commencement
      of
      this agreement, January 15, 2008, to accomplish the objectives.

    


    For
      the
      services provided FE will receive 3,000,000 Rule 144 shares of Better Biodiesel,
      due upon signing. These shares are immediately earned, non-pro ratable,
      non-retainable and non-cancelable.

    


    As
      used
      in this letter the term “Introduced” shall mean with respect to any party as
      used herein shall include FE sending a copy of the Company’s offering document,
      executive summary or letter of introduction to such source. 

     

    The
      Company agrees to indemnify and hold harmless FE from and against any and all
      losses, claims, damages, liabilities, judgments, charges and expenses (including
      all legal or other expenses reasonably incurred by FE) in connection with
      investigating or defending against or providing evidence in any litigation,
      whether commenced or threatened, in connection with any claim, action or
      proceeding whether or not resulting in any liability, to which FE may become
      subject under any other statute, at common law or otherwise, caused by, or
      arising out any neglect act or omission or willful misconduct of the Company,
      provided, however, that the Company shall not be liable in any such case to
      the
      extent that any such loss, claim, damage or liability resulted from FE's
      negligence. FE shall be entitled to employ counsel separate from the Company
      and
      from any other part in such action at FE’s expense. If the Company or its
      officers, directors, shareholders or affiliates suffer or incur any loss, claim,
      damage, liability, judgment, charge or expense resulting from any liability
      caused by or arising out of any negligence or omission or willful misconduct
      of
      FE. The Company and any such persons have the same rights of indemnification
      from and being held harmless by FE as are given by the Company to FE
      hereunder. 

     

    The
      common stock shares are “restricted securities” under the Federal Securities Act
      of 1933 (the “1933 Act”), then Client shall (a) comply at all times with Rule
      144 of the 1933 Act (“Rule 144”) and (b) register all of the Contract Shares
      with the U.S. Securities & Exchange Commission (“SEC”) and any other
      applicable governmental agency or authority during Client’s next immediate
      registration of any type or class of stock, 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.

    


    If
      the
      common stock shares are “restricted securities” under the 1933 Act, then on the
      expiration of any applicable “holding period” under Rule 144 (if any), the
      Contract Shares shall be freely alienable and transferable by Consultant at
      any
      time without any restrictions, except as Rule 144 might impose
      restrictions.

    


    This
      agreement constitutes the entire agreement between us, and it may not be
      modified except in writing signed by all parties hereto. This agreement shall
      be
      governed by and construed in accordance with the laws of California. Any dispute
      arising from the interpretation, validity or performance of this agreement
      or
      any of its terms and provisions shall be submitted to binding arbitration before
      the California litigation authorities. Should action be brought to enforce
      this
      agreement, the prevailing party shall be entitled to recover from the other
      reimbursement for reasonable attorney's fees. 

    


    
 

     

     

    TIME
      IS OF THE ESSENCE.

     

     

    AGREED: 

     

     

    FOCUS
      EARTH,
      INC                                                                           
BETTER BIODIESEL

    
 

     

     

    By:__________________________                                              By:_______________________________

     

    


     

    President
      & Chief Executive
      Officer                                                  Officer