exhibit10-12.htm


    Exhibit
      10.12

    


    CONSULTING
      SERVICES AGREEMENT

     

    THIS
      CONSULTING SERVICES AGREEMENT (the “Agreement”) is entered into on January 18,
      2008 between Better Biodiesel,
      Inc. (Better Biodiesel), a Colorado corporation, having its
      principal place of business at ___________________________________ (“Company”)
      and Barry Davis, having a principal address at 24748 Long Valley Rd., Calabasas
      CA 91302 (“Consultant”).

     

    WHEREAS,
      the Company desires to retain the services of Consultant as described herein
      and
      Consultant desires to provide such services for the consideration set forth
      below and for such other mutual promises and consideration received the Company
      and Consultant hereby enter into this Agreement as follows:

     

    
      	
              1.  

            	
              Services.  The
                Company retains Consultant to render to the Company the following
                services
                (the “Services”):

            


    

     

    
      	 	
              a)  

            	
              Consultant
                will provide advisory and consulting services to the Company in
                conjunction with the development of the Company’s marketing plan, business
                plan and goals.

            


    

     

    
      	 	
              b)  

            	
              Consultant
                shall provide advisory and consulting services alternatives for maximizing
                the Company’s exposure to, and penetration of, its target
                market.

            


    

     

    
      	 	
              c)  

            	
              In
                consultation with the Company, Consultant shall schedule and arrange
                meetings and conferences, in person, by telephone, or other media,
                for the
                Company’s representatives and such third parties as the Consultant
                believes will further the purposes of this Agreement.  Said
                meetings and conferences shall be with representatives of potential
                strategic partners of the Company, marketing and media representatives
                and
                representatives of investment and banking advisory
                services.

            


    

     

    
      	
               

            	 	 	
                d)

            	
              It
                is expressly agreed herein that the Company shall be responsible
                for all
                reasonable costs and necessary expenses incurred by Consultant, including
                travel, mileage, duplicating and communication expenses. The Company
                shall
                reimburse Consultant for all such expenses with thirty (30) days,
                subject
                to submission by Consultant of reasonably satisfactory documentation.
                Consultant shall be required to receive prior written approval from
                the
                Company’s Chief Financial Officer or a member of the Board.
                

            


    

     

    
      	
              2.  

            	
              Compensation.  As
                consideration for Consultant’s performance of the Services, the Company
                agrees to issue to Barry Davis 1,200,000 shares of the Company’s
                restricted common stock (the “Shares”).  Further, if requested
                by Consultant, the Company shall at its sole expense, provide Consultant
                with a written legal opinion regarding the tradability of such stock
                upon
                the termination of the period of restriction.  The Company and
                Consultant agree to the following:

            


    

     

    
      	
              (i)  

            	
              Consultant
                shall be entitled to “piggy-back” registration rights for the Shares 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;
                and

            


    

    


    
      	
              (ii)  

            	
              The
                following legend (or a legend substantially in the following form)
                shall
                be placed on certificates representing the Shares issued pursuant
                to this
                Section 2:

            


    

    


    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.

     

    


    Additionally,
      the Consultant understands that at the present time Rule 144 promulgated under
      the Securities Act may not be relied upon for the resale or distribution of
      the
      securities issued pursuant to this Section 2, except and unless as to Rule
      144(k) should Rule 144(k) become applicable to the Consultant, because the
      Company does not file current or periodic reports with the Securities and
      Exchange Commission or make information about the Company publicly
      available.  Moreover, there can be no assurance that the Company will
      in the future file such reports or make publicly available such
      information.

     

    
      	
              3.  

            	
              Term
                and
                Termination.  Subject to earlier termination, the term of
                this agreement shall begin on the date set forth above and will continue
                in full force and effect for a period of twelve (12)
                months.  Thereafter, the parties may renew this Agreement upon
                mutually agreeable terms.  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
                that 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.  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.  Termination by
                either party shall not result in the forfeiture by Consultant of
                the
                Shares or right to a written legal opinion regarding the tradability
                of
                the Shares.

            


    

     

    
      	
              4.  

            	
              Independent
                Contractor
                Status.  The parties agree and acknowledge that that this
                Agreement shall not be construed so as to make either an employee
                of the
                other and neither party shall hold themselves out as
                such.  Neither party shall i) have the authority bind the other
                to any contract, agreement, nor indenture; ii) be liable to any third
                party for the acts of the other; nor iii) accept service of process
                for
                the other.

            


    

     

    
      	
              5.  

            	
              Confidential
                Information.  It is agreed by the parties that Consultant
                shall have access to, have disclosed to it, or otherwise obtain
                Confidential Information about the Company.  “Confidential
                Information” shall mean
                confidential, non-public or other proprietary information including,
                without limitation, letters addressed from the Securities and Exchange
                Commission to the Company, trade secrets, technical information,
                including
                algorithms, code, data, designs, documentation, drawings, formulae,
                hardware, know-how, ideas, inventions, whether patentable or not,
                photographs, plans, procedures, processes, reports, research, samples,
                sketches, software, specifications, business information, including
                customer and distributor names, marketing information, operations,
                plans,
                products, financial information, including pricing and other confidential
                information that is disclosed under the terms of this Agreement by
                the
                Company or the Consultant.  Consultant shall not disclose to, or
                use for the benefit of, any third party, Confidential Information
                it
                receives without the prior written consent of the
                Company.  Information shall not be considered Confidential
                Information if such information is i) already known to Consultant
                at the
                time it is obtained, ii) subsequently learned from an independent
                third
                party; or iii) available publicly.

            


    

     

    
      	
              6.  

            	
              Confidentiality
                of
                Agreement.  The parties shall not disclose to any third
                person or entity, any portion of this Agreement except as necessary
                for
                the Consultant to provide the Services set forth in Section 1
                herein.  Neither party shall disclose the existence or terms of
                this Agreement without first obtaining prior written approval of
                the other
                party which approval may be withheld by Consultant for any
                reason.  Neither party shall use the other’s name, logo,
                trademarks, or service marks in any advertising, publicity releases,
                or
                any other materials without that party’s prior written approval, which
                shall not be unreasonably withheld by the Company if Consultant determines
                such use to be consistent with the performance of its Services described
                herein.

            


    

     

    
      	
              7.  

            	
              Best
                Efforts.  The parties agree that Consultant will utilize
                its best efforts to provide the Services set forth in Section 1
                above.  The Company acknowledges and accepts that Consultant
                does not and cannot promise or guarantee that any specific result
                can or
                will be achieved by the Consultant as a result of its performance
                of the
                Services set forth herein.

            


    

     

    
      	
              8.  

            	
              Assignment.  This
                Agreement shall be assigned to and inure to the benefit of, and be
                binding
                upon, any successor to substantially all of the assets and business
                of the
                Company as a going concern, whether by merger, consolidation, liquidation
                or sale of substantially all of the assets of the Company or
                otherwise.  The Company will require any successor (whether
                direct or indirect, by purchase, merger, consolidation or otherwise)
                to
                all or substantially all of the business and/or assets of the Company
                to
                assume expressly and agree to perform this Agreement in the same
                manner
                and to the same extent that the Company would be required to perform
                as if
                no such succession had taken place; and, as used in this Agreement,
                "Company" shall mean the Company as hereinbefore defined and any
                successor
                to its business and/or assets as aforesaid which assumes and agrees
                to
                perform this Agreement by operation of law, or otherwise; provided
                that
                for purposes of Section 8 hereof, the term “Company” shall mean the
                Company as hereinbefore defined and any such transaction in which
                this
                Agreement is assigned to a successor may not expand or enlarge the
                scope
                of restrictions applicable to Consultant pursuant to this
                Agreement.  Consultant understands and agrees, however, that
                this Agreement is exclusive and personal to him only, and, as such,
                he
                will neither assign nor subcontract all or part of his undertaking(s)
                or
                obligation(s) under the terms of this
                Agreement.

            


    

     

    
      	
              9.  

            	
              Suit/Jurisdiction.  The
                parties agree that any and all disputes rising out of or relating
                to this
                Agreement shall be submitted to the American Arbitration Association
                (“AAA”) for binding and final resolution in accordance with the rules of
                the AAA.  The parties further agree that such arbitration shall
                take place in Washington, as up to Consultant’s sole
                discretion.  Notwithstanding the foregoing, the parties shall
                each retain the right to seek injunctive or equitable relief for
                any
                actual or threatened breach of Sections 5 and 6 of this
                Agreement.  In the event either party exercises its right to
                seek injunctive or equitable relief, it shall do so in a court of
                competent jurisdiction in the State of Washington or such other
                jurisdiction as Consultant in its sole discretion shall
                choose.  The choice of law shall be the law of the State of
                Washington.  Without limitation of the foregoing, each party
                acknowledges that it hereby waives the right to have disputes rising
                out
                of or relating to this Agreement resolved by jury
                trial.

            


    

     

    
      	
              10.  

            	
              Interpretation
                of Agreement.  This Agreement shall be interpreted in accordance
                plain meaning of its terms and under the laws of the State of
                Washington.

            


    

     

    
      	
              11.  

            	
              Contents
                of Agreement
                and Amendments.  This Agreement set forth the entire
                agreement of the parties.  No amendment or modification to this
                Agreement shall be binding unless in writing and signed by both
                parties.

            


    

     

    
      	
              12.  

            	
              Counterparts;
                Delivery
                by Facsimile. This Agreement may be executed in one or more
                counterparts, each of which shall be deemed an original, but all
                of which
                together shall constitute one and the same instrument. Delivery of
                this
                Agreement may be effected by
                facsimile.

            


    

     

    
 

    


     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement effective as of the
      date and year first written above.

     

      


     

    


     

    
      	
              CONSULTANT:

              
              

            	
              COMPANY:

              
              

              
              

            
	
              Barry
                Davis

              
              

            	
              Better
                Biodiesel, Inc.

              
              

            
	 	 	 	 
	
              Print
                Name

              
              

            	
              Print
                Name : ______________________

              
              

            
	
              Title:

              
              

            	
              Title:
                Chief Executive Officer

              
              

            
	
              Dated:

              
              

            	
              Dated: