exhibit10-11.htm


    Exhibit
      10.11

    


    BETTER
      BIODIESEL, INC.

    CONSULTING
      SERVICES AGREEMENT

    


    This
      Consulting Services Agreement (the “Agreement”), dated
      January ___, 2008, is made by and between 18KT.TV, LLC a Pennsylvania
      limited liability company (“18KT.TV”) (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 financial services
      and
      consulting;

    


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

    


    WHEREAS,
      Company desires to engage Consultant to provide the services in its area of
      knowledge and expertise on the terms and subject to the conditions set forth
      herein.

    


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

    


     

    1.           
      Services of Consultant.

     

    


    During
      the Term (as defined below) of this Agreement, Consultant agrees to perform
      for
      Company the following services, based on the terms of this Agreement and to
      the
      extent the Parties agree from time to time (the “Services”):

    


    (a)           
Identify
      catalysts and value propositions as they relate to the Company’s
      growth   strategy;

    


    (b)           
Facilitate
      the establishment of press releases to relay growth strategy to the financial
      community;

    


    (c)           
Author
      and
      distribute an investment profile for the Company on Consultant’s website,
      www.equitydigest.com, including a summary of the Company, its market, investment
      catalysts, stock profile and recent news;

    
        (d)            
      Investor relations;

     

    (e)           
Schedule
      and
      facilitate strategic shareholder calls with the management of the
      Company;

    


    (f)           
Coordinate
      opt-in e-mail notifications; and

    


    (g)           
Evaluate
      progress of the communications campaign and provide an updated investor
      relations plan at 120-day intervals.

    


    2.           
      Consideration.

    


    (a)           
In
      consideration for the Services rendered to the Company hereunder during the
      Term
      of this Agreement by Consultant and Consultant’s covenants hereunder, the
      Company shall irrevocably, pay Consultant compensation including

     

                (1)One
      hundred thousand (100,000) shares of restricted common stock of the Company
      (the
“Common
      Stock”).  Shares issued pursuant to the exercise of this
      Agreement shall be issued in the name of 18KT.tv LLC.  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


                (2)The
      Company shall issue to the Consultant a ten (10) year cashless warrant to
      purchase three hundred thousand (300,000) shares of Common Stock, in the form
      attached hereto as Exhibit A (the “Warrant”).  The
      Warrant shall be exercisable by Consultant (or its assignee) at an exercise
      price of One Dollar ($1.00) per share.  The right to exercise the
      Warrant shall expire on the date that is ten (10) years following the date
      of
      execution of this Agreement; 


    (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 Company and its underwriters to reduce the number of
      shares proposed to be registered pro rata in view of market
      conditions.  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:

    


    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.

     

    


    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 it 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 it will not, without the prior written consent of the Company,
      for a
      period of two (2) 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 it 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 6(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 on thirty (30) calendar days written notice,
      or if prior to such action, 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.

                    Attn:
      David
      Otto

                    601
      Union Street,
      Suite 4500

                    Seattle,
      WA
      98101

    


    
      	
               

            	
              If
                to Consultant: 

            


    

    


                    Craig
      Fischer

                    14630
      South Biscayne
      River Dr.

                    Miami,
      FL
      33168

    


    
      	
              o)  

            	
                    Governing
                Law.

            


    

    


    This
      Agreement shall be governed by the interpreted in accordance with the laws
      of
      the State of Washington 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 Washington 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, 7 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.

    


    


    


    


     

    


     

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    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

    


    


    CONSULTANT:

    


    18KT.TV,
      LLC


     

     

                                     

    By:
      Craig
      Fischer

    Its:  Managing
      Member