Exhibit 10.4


Exhibit D 


CONSULTING AGREEMENT


          CONSULTING
AGREEMENT (this “Agreement”) dated as of September 15,
2007, by and between 11 GOOD ENERGY, INC.,
a Delaware corporation having an office at 4450 Belden Village Street NW, Suite
800, Canton, Ohio 44718 (the “Company”), and CLAYTON
R. LIVENGOOD (“C. Livengood”) with an address at 3691 Hope Road NW,
Magnolia, Ohio, 44643.


WITNESSETH:


          WHEREAS,
the Company desires to engage the services of C. Livengood as a general
consultant and C. Livengood desires to serve as a general consultant of the
Company; and 


          WHEREAS,
both parties desire to clarify and specify the rights and obligations which
each shall have with respect to the other in connection with C. Livengood’s
consulting services. 


          NOW,
THEREFORE, in consideration of the agreements and
covenants herein set forth, the parties hereby agree as follows: 


	
  

 	
  

 
	
  

 	
 1. Services 

 
	
  

 	
  

 
	
  

 	
           C.
 Livengood hereby agrees to provide general consulting services to the Company
 in all phases of its business, finance, management and general operations on
 terms and conditions set forth herein.

 
	
  

 	
  

 
	
  

 	
 2. Duties and Responsibilities of C. Livengood
 

 
	
  

 	
  

 
	
  

 	
           The
 specific duties and responsibilities of C. Livengood shall be as assigned by
 the Board of Directors and Fred Berndt, the Company’s Chief Executive
 Officer.

 
	
  

 	
  

 
	
  

 	
 3. Non-Exclusivity 

 
	
  

 	
  

 
	
  

 	
           C.
 Livengood shall devote, on average, at least 2 days per week to the affairs
 of the Company. While C. Livengood may pursue other outside business
 interests that are not related to providing the services to the Company, he
 agrees not to provide consulting services to the Company’s competitors
 without its prior written consent.

 













	
  
 	
  
 
	
  
 	
 4. Compensation 
 
	
  
 	
  
 
	
  
 	
           In
 consideration for C. Livengood’s services to be performed under this
 Agreement and as compensation therefore, the Company shall pay to C.
 Livengood, a consulting fee of $4,166 per month, payable on the last business
 day of each month or otherwise as mutually agreed to by the parties. As
 additional consideration, C. Livengood shall be given 2,782,000 shares of the
 Company’s common stock, which shall, upon issuance, constitute 19.5% of the
 Company’s then-issued and outstanding shares of common stock.
 
	
  
 	
  
 
	
  
 	
 5. No Benefits or Withholding Taxes 
 
	
  
 	
  
 
	
  
 	          As
     a paid consultant to the Company, C. Livengood shall be responsible for
     payment of all of his own taxes and no sums of money shall be withheld from
     the fees paid to C. Livengood, except as otherwise required by applicable
     federal, state and/or local law in the Company’s sole discretion. Further,
     C. Livengood shall not be entitled to any benefits that would otherwise
     be paid and/or provided to employees of the Company. C. Livengood shall
     perform his services to the Company at such places and at such times as
    he determines to fulfill his obligations hereunder.
	
  
 	
  
 
	
  
 	
 6. Term of Consulting Services 
 
	
  
 	
  
 
	
  
 	
           The
 term of this Agreement hereunder shall be from the date hereof for a period
 of three (3) years (the “Term”), unless terminated prior thereto in
 accordance with Section 7 hereof.
 
	
  
 	
  
 
	
  
 	
 7.
 Termination 
 
	
  
 	
  
 
	
  
 	
           Notwithstanding
 the terms of this Agreement, the Company may terminate this Agreement in the
 event (i) of C. Livengood’s commission of an act involving fraud,
 embezzlement, or theft against the property or personnel of the Company or
 (ii) C. Livengood being convicted of, or pleading nolo contendere to a felony
 or engages in other criminal conduct that could reasonably be expected to have
 a material adverse affect on the business, assets, properties, prospects,
 results of operations or financial condition of the Company.
 
	
  
 	
  
 
	
  
 	
 8.
 Violation of Other Agreements and Authority 
 
	
  
 	
  
 
	
  
 	
           C.
 Livengood represents and warrants to the Company that he is legally able to
 enter into this Agreement; that he is not prohibited by the terms of any
 agreement, understanding or policy from entering into this Agreement; that
 the terms hereof will not and do not violate or contravene the terms of any
 agreement, understanding or policy to which C. Livengood is or may be a
 party, or by which C. Livengood may be bound; that C. Livengood is under no
 physical or mental disability that would materially interfere with the
 performance of his duties under this Agreement. C. Livengood agrees that it
 is a
 


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 material
 inducement to the Company that C. Livengood make the foregoing
 representations and warranties and that they be true in all material
 respects.

 
	
  

 	
  

 
	
  

 	
 9. Company Authority Relative to this Agreement 

 
	
  

 	
  

 
	
  

 	
           The
 Company has the requisite corporate power and authority to execute and
 deliver this Agreement and to consummate the transactions contemplated by
 this Agreement. The Board of Directors of the Company has duly authorized the
 execution and delivery of this Agreement by the Company and the consummation
 by the Company of the transactions contemplated on its part by this
 Agreement, and no other corporate proceedings on the part of the Company are
 necessary to authorize this Agreement or for the Company to consummate the
 transactions contemplated by it. The Company has duly executed and delivered
 this Agreement and it is a valid and binding Agreement of the Company,
 enforceable against the Company in accordance with its terms, subject to bankruptcy
 or insolvency laws affecting creditors’ rights generally and to general
 principles of equity. 

 
	
  

 	
  

 
	
  

 	
 10. Notices

 
	
  

 	
  

 
	
  

 	
           Any
 and all notices, demands or requests required or permitted to be given under
 this Agreement shall be given in writing and sent, by registered or certified
 U.S. mail, return receipt requested, by hand, or by overnight courier,
 addressed to the parties hereto at their addresses set forth above or such
 other addresses as they may from time-to-time designate by written notice,
 given in accordance with the terms of this Section.

 
	
  

 	
  

 
	
  

 	
 11. Waivers

 
	
  

 	
  

 
	
  

 	
           No
 waiver by any party of any default with respect to any provision, condition
 or requirement hereof shall be deemed to be a waiver of any other provision,
 condition or requirement hereof; nor shall any delay or omission of any party
 to exercise any right hereunder in any manner impair the exercise of any such
 right accruing to it thereafter.

 
	
  

 	
  

 
	
  

 	
 12. Preservation of Intent

 
	
  

 	
  

 
	
  

 	
           Should
 any provision of this Agreement be determined by a court having jurisdiction
 in the premises to be illegal or in conflict with any laws of any state or
 jurisdiction or otherwise unenforceable, the Company and C. Livengood agree
 that such provision shall be modified to the extent legally possible so that
 the intent of this Agreement may be legally carried out.

 


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 13. Entire Agreement

 
	
  

 	
  

 
	
  

 	
           This
 Agreement sets forth the entire and only agreement or understanding between
 the parties relating to the subject matter hereof and supersedes and cancels
 all previous agreements, negotiations, letters of intent, correspondence,
 commitments and representations in respect thereof among them, and no party
 shall be bound by any conditions, definitions, warranties or representations
 with respect to the subject matter of this Agreement except as provided in
 this Agreement.

 
	
  

 	
  

 
	
  

 	
 14. Inurement; Assignment

 
	
  

 	
  

 
	
  

 	
           The
 rights and obligations of the Company under this Agreement shall inure to the
 benefit of and shall be binding upon any successor of the Company or to the
 business of the Company, subject to the provisions hereof. Neither this
 Agreement nor any rights or obligations of C. Livengood hereunder shall be
 transferable or assignable by C. Livengood.

 
	
  

 	
  

 
	
  

 	
 15. Amendment

 
	
  

 	
  

 
	
  

 	
           This
 Agreement may not be amended in any respect except by an instrument in
 writing signed by the parties hereto.

 
	
  

 	
  

 
	
  

 	
 16. Headings

 
	
  

 	
  

 
	
  

 	
           The
 headings in this Agreement are solely for convenience of reference and shall
 be given no effect in the construction or interpretation of this Agreement.

 
	
  

 	
  

 
	
  

 	
 17. Counterparts

 
	
  

 	
  

 
	
  

 	
           This
 Agreement may be executed in any number of counterparts, each of which shall
 be deemed an original, but all of which when taken together shall constitute
 one and the same instrument. If a party signs this Agreement and transmits an
 electronic facsimile of the signature page to the other party, the party who
 receives the transmission may rely upon the electronic facsimile as a signed
 original of this Agreement.

 
	
  

 	
  

 
	
  

 	
 18. Governing Law

 
	
  

 	
  

 
	
  

 	
           This
 Agreement shall be governed by, construed and enforced in accordance with the
 internal laws of the State of Ohio, without giving reference to principles of
 conflict of laws.

 
	
  

 	
  

 
	
  

 	
 19. Arbitration

 
	
  

 	
  

 
	
  

 	
           Should
 any dispute arise as to the interpretation of any term or provision of this
 Agreement, the issue shall be decided by arbitration. The arbitration
 proceeding shall be conducted in Canton, Ohio under the applicable rules of
 the American 

 


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 Arbitration
 Association. If such organization ceases to exist, the arbitration shall be
 conducted by its successor, or by a similar arbitration organization, at the
 time a demand for arbitration is made. The decision of the arbitrator shall
 be final and binding on both parties. The prevailing party shall be entitled
 to recover from the other party its or his own expenses for the arbitrator’s
 fee, attorney’s fees, expert testimony, and for other expenses of presenting
 its or his case. Other arbitration costs, including fees for records or
 transcripts, shall be borne equally by the parties.

 



          IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written. 


          11
GOOD ENERGY, INC. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
   /S/
 Frederick C. Berndt

 	
  

 	
 /S/
 Clayton R. Livengood

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Frederick C. Berndt, CEO

 	
  

 	
 Clayton R. Livengood

 	
  

 


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