Exhibit 10.8








October 2, 2009




Fredrick C.
Berndt

CEO Chairman

11 Good Energy

4450 Belden Village St. NW

Suite 800
Canton, Ohio 44718 


Dear Fred: 


We enjoyed
speaking with you, Chris, and Bill and learning more about 11 Good Energy. G2
is a perfect “now fuel.” The emission, mile per gallon, and other benefits can
help California achieve the Low Carbon Fuel Standard and offer the nation a
sustainable, cost-effective energy that is available now. 


We look
forward to working with you. This Letter of Agreement (the “Agreement”) will
serve to confirm the engagement of California Strategies, LLC (“Consultant”) as
a consultant to 11 Good Energy (“Client”) to help establish a High Performance
B5 fuel standard in California and to recognize the environmental and economic
benefits of G2 Diesel in California policies, such as implementation of the Low
Carbon Fuel Standard, and assist in development of strategic partnerships and
investments to help 11 Good Energy grow throughout the nation. 


Firm Background: 


California
Strategies, LLC is a leading full-service government relations and advocacy
firm based in Sacramento, with offices in Los Angeles, Irvine, San Diego,
Inland Empire, Modesto, and the Silicon Valley. Our bipartisan firm has
unrivaled experience across all three branches of government, at all three
levels of government, in every state agency, and on both sides of the political
aisle. We have unparalleled abilities to develop broad strategic visions and
implement the targeted actions needed to achieve results and exceed expectations.



We provide
superior legislative, administrative, and regulatory advocacy, constructive
policy analysis, and innovative governmental strategies that achieve the
objectives of our clients. Our clients include real estate developers,
companies, corporations, industry associations, government entities, and
non-profit organizations. Our firm is dedicated to solving their problems and
accomplishing real results. 


Our people,
all experienced policymakers and political strategists, have proven records of
achievement in government, business, and not-for-profit sectors. Our expertise
is in navigating the public policy and government decision-making processes. We
have written, secured approval for, and implemented legislation and
regulations, secured grants and permits, and implement comprehensive
governmental affairs strategies. 


Operationally,
one or two principals are responsible for managing client contact and
expediting communications with our team. Rusty Areias and Ted Harris will serve
as your primary 


980 NINTH STREET, SUITE 2000
· SACRAMENTO, CA 95814

TELEPHONE (916)
266-4575 · FACSIMILE (916-266-4580
WWW.CALSTRAT.COM









contacts.
Day-to-day strategic decisions are made on the basis of our staff members’
expertise and well-established relationships with the administration, executive
branch officials, legislators, and key stakeholders. This structure allows for
targeted involvement of all of the members of the California Strategies team. 


Our team has
the expertise and relationships to help 11 Good Energy succeed in California. 


Scope of Services 


The following
activities will be carried out for the Client: 


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Conduct
 strategy sessions with Client. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Create
 champions within the California Air Resources Board, Energy Commission (CEC),
 the Governor’s Office, Regional Air Quality Management Districts, Southern
 California Association of Governments, Department of General Services,
 Caltrans, Business Transportation and Housing Agency, and/or others. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Pursue the
 establishment of a High Performance B5 fuel standard. 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Position G2
 to benefits from California’s environmental policies. 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Identify
 strategic partnership and investors. 

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Target
 municipal and private fleet and transit operators to run on G2. 

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Craft key
 messages tailored for decision-makers. 

 
	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Orchestrate
 launch events and rollout. 

 
	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Assist in
 generating earned media. 

 
	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Participate
 in ongoing coordination calls and meetings with the Client. 

 



Compensation: 


The Client
agrees to provide to the Consultant the following compensation in return for
the services as detailed in the Scope of Services above: 


A fixed fee of
US $20,000 per month. The Consultant will submit an invoice to the Client each
month for the total amount due, including any expenses incurred during the
billing period. The invoice should be addressed to: 


Success Fees:
A mutually agreeable success fee or commission structure shall be negotiated
within the first 60 days of this engagement. 


Invoices
should be addressed to: 


Fredrick C.
Berndt

11 Good Energy

4450 Belden Village St. NW

Suite 800

Canton, Ohio 44718 


The first
month and last month fee, totally $40,000, shall be paid within 10 days of
engagement, and all subsequent invoices shall be paid within 30 days of
receipt. 





Other Expenses: 


The Consultant
shall be reimbursed by the Client for reasonable expenses, such as travel,
incurred in the normal course of business in support of Consultant’s efforts on
behalf of Client. “Expenses” may also include costs incurred to retain
subcontracted consulting or professional services, should such retention be
necessary. Prior approval from Client shall be obtained for items costing in
excess of $500. Any expenses incurred on behalf of Client shall be documented
and billed as they occur. Should subcontracted consulting or professional
services become necessary, a management and administration fee not to exceed
10% of subcontractor fee(s) will apply in addition to the actual fees charged
by any subcontractor(s). 


Duration: 


The services
to be rendered by the Consultant under this Agreement, for which a fee shall be
paid, will commence upon execution of this agreement for a period of twelve
months, with the opportunity to continue the relationship if mutually
agreeable. Either party may terminate this Agreement, without liability, with
30 days advance written notice. 


This agreement
will automatically renew for twelve months subject to the provisions above,
unless prior to the end of this agreement, the Client notifies the Consultant
in writing of termination of the agreement. 


Assignment: 


The Client may
assign this Agreement to any of its affiliates without the prior consent of the
Consultant. Except as provided by the preceding sentence, this Agreement may
not be assigned by either party except upon the express written consent of the
other party. 


Mutual Indemnification: 


Notwithstanding
any provision of this Agreement to the contrary, neither party shall be liable
to the other for indirect, incidental or consequential damages. In the event
any damage, liability, loss, expense or cost, including attorneys’ fees, is the
result of a negligent act, error, or omission of a party to this Agreement or
any person employed by it, and arises out of the performance of this Agreement,
the negligent party shall indemnify, defend and hold the other party harmless. 


Confidentiality: 


The Consultant
agrees to protect confidential information against unauthorized disclosure. The
Consultant will protect such information using a reasonable degree of care as
is used to protect its own confidential information of a like nature. The
Consultant agrees to protect confidential information disclosed under this
agreement in both a) a tangible form, clearly labeled confidential at time of
disclosure, and b) in non-tangible form, pertaining to matters disclosed in
writing or orally which protect or enhance the competitive position of the
Client. This Agreement covers confidential information the Consultant has
obtained to date and will obtain in the future. The Consultant’s obligations
regarding confidential information received under this Agreement shall survive
for two years following any termination hereof. 


Code of Ethics: 


In respect to
the performance of its Scope of Services, the Consultant specifically
represents, warrants and agrees that, in respect of its involvement in the
Client, no payment or offer of





payment has
been made or shall be approved or made by the Consultant with the intention or
understanding that any part of such payment is to be used to influence or
attempt to influence, corruptly or unlawfully, any decision or judgment of any
official of any government or of any subdivision, agency, or instrument thereof
or any political party in connection with the Client. The obligations in this
paragraph shall survive the termination of this Agreement. 


Independent Contractor Status: 


By execution
of this agreement, the Consultant acknowledges that it is an independent
contractor and neither it nor its employees are employees of the Client for any
purpose whatsoever. The Consultant has no right or authority to assume or
create any obligation or responsibility, express or implied, on behalf of the
Client, except as expressly authorized in writing by the Client. 


Other Conditions:


The scope of
consulting services contemplated under this agreement does not include
“lobbying” as that term is defined under the Political Reform Act (Gov. Code §§
81000 et. seq.) or local law. Consequently, the Client hereby agrees that no
payments to Consultant will be classified as payments made to lobbyists or
lobbying firms on any lobby disclosure reports filed by the Client, if any.
Should at any time a question arise regarding lobbying activities, the Client
and Consultant agree to discuss immediately and take the appropriate action. If
the scope of services needs to be amended to include lobbying activities the
Client and Consultant agree to make such amendments immediately and file the
appropriate paperwork with the Secretary of State. 


This Agreement
will be governed by, and construed and enforced in accordance with, the laws of
the State of California. 


This Agreement
may be amended only by a written and signed agreement of both the Consultant
and the Client. 


Please review
this Agreement and indicate your acceptance by signing below and returning to
Gigi Neverkovec in our Sacramento Office. We look forward to working with you. 


	
  

 	
  

 	
  

 	
  

 
	
 Best regards,

 	
  

 	
  

 	
  

 
	
 

 	
  

 	
 

 	
  

 
	
 Rusty Areias

 	
  

 	
 Ted Harris

 	
  

 
	
 ACCEPTED
 & AGREED:

 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 	
  

 
	
 11 Good
 Energy

 	
 California
 Strategies, LLC

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	


 	
 By:

 	
 

 
	
  

 	

 


 	
  

 	

 


 
	
  

 	
 Fredrick C.
 Berndt, CEO Chairman

 	
  

 	
 Bob White,
 Chairman