Exhibit 10.7 





	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 



March 17, 2009



Fredrick C.
Berndt, CEO 

11 Good Energy, Inc. 

4450 Belden Village St., Suite 800 

Canton, Ohio 44718 


Re: 11 Good
Energy, Inc. (“Client”) 


Dear Mr.
Berndt: 


We are pleased
your firm is retaining CapitalKeys, LLC (“CK” or the “Firm”). We have the
unique ability to provide comprehensive public affairs, international, and
certain finance related services on your behalf. The purpose of this letter is
to set forth our mutual understanding as to the terms and conditions of CK’s
engagement. 


CapitalKeys is
one of Washington, D.C.’s top public affairs firm with financial, international
and regulatory capabilities. We employ powerful strategies working with our
resources overseas and in and around Washington, D.C. – the White House, the
Congress, Regulatory Agencies, the Diplomatic Community, the Leadership of the
Fortune 500, Investment Firms, and the Media, helping our clients tackle
hurdles, realize exponential growth and thrive. 


THE CAPITALKEYS APPROACH 


CK was formed
to provide a wide range of public affairs activities. Its members and
affiliates are known as some of the most influential and successful lobbyists
in Washington, D.C. CK was founded on the belief that a successful strategy
requires more than effective lobbying and strong relationships. It requires the
full range of public affairs tools, as well as a creative and effective
communications strategy. CK provides clients with powerful blunt advice and
representation with both public and private entities. 


Our approach –
one of using the entire range of tools necessary for affecting the public
policy and economic process – has proven highly effective in shaping
perceptions, developing allies, turning adverse circumstances into positive
outcomes, and most 


1133 Connecticut Avenue NW • 12th Floor • Washington, DC
20036 • (202) 719-8938 • (202) 719-8960 fax 





importantly,
producing exceptional results for our clients. We create an “echo chamber” in
and around Washington, DC for our clients. CapitalKeys is results driven and we
take pride in helping our clients achieve success. 


One of the
keys to being successful in Washington is the ability to put the right
information into the right hands at the right time. As a trusted and respected
source of information, CapitalKeys has proven these critical abilities time
after time. 


CapitalKeys is
unique among its peers, combining real world McKinsey Consulting training with
political experience and a pool of global resources. We look at issues from a
business perspective and employ strategies to maximize our client’s success. 


The Team 


Our executive
team has been carefully chosen to achieve the perfect balance of skills sets,
contacts, and bipartisanship, and successful experiences here and overseas. 


• Mr. Adam
Falkoff. Mr. Falkoff is the President and a Principal of the firm. Mr. Falkoff
provides strategic and legislative counsel to Presidents and Prime Ministers,
Cabinet Ministers, Ambassadors, non-governmental organizations, and
multi-national corporations. Before joining CK, Mr. Falkoff was the co-founder
of the Quinn Gillespie & Associates International team. He also lobbies the
Congress and the Administration on a variety of international and domestic
issues. Mr. Falkoff most recently worked with former U.S. House International
Relations Committee Chairman Ben Gilman. A graduate of Duke University and the
Thunderbird Graduate School of International Management, he served U.S. Senator
Al D’Amato, U.S. Senator Bob Dole and Vice President Dan Quayle. 


• Mr. Richard
Rossi. Mr. Rossi is General Counsel and a Principal of the firm. Adept at both
international legal affairs and direct foreign investment for developing
countries, Mr. Rossi, a securities lawyer, provides integrated strategies for
managing the most difficult of issues. He has extensive experience advising
public and private company Board of Directors and establishing comprehensive
threat and financial strategies and solutions for seasoned and emerging
clients, with vast relationships with active clients in Europe, Canada, Asia,
the Middle East and Latin America, not just the U.S. Mr. Rossi’s vast network
of financial, corporate and NGO relationships including investment funds,
brokerage houses, the World Bank, the IMF, USAID, and the MCC, results in
powerful information, advice, and outcomes for FRS clients. Mr. Rossi is a
specialist in underwriting matters, securities law, mergers, stock trading
issues, and is a graduate of the University Of Miami School Of Law where he was
a member of the Law Review and in the top graduates of his class. 


• Ms. Susan
Lavine. Ms. Lavine is a Principal of the firm bringing over 20 years of
political, corporate, and philanthropic experience through her work in the
Clinton 


1133 Connecticut Avenue NW • 12th Floor • Washington,
DC 20036 • (202) 719-8938 • (202) 719-8960 fax


2





Administration
and with corporations, non-profits, foundations, and affluent families. Prior
to joining CapitalKeys, she worked with a variety of clients including the
United Nations Foundation People Speak Program, NASDAQ, America Online,
Wachovia, the William Haseltine Foundation for Medical Sciences and the Arts,
and the Engelhard Foundation. During the Clinton Administration, Ms. Lavine
served in the Office of the White House Chief of Staff before being tapped to
be the White House Liaison for the Democratic National Committee. She later
received an appointment to serve Secretary Mickey Kantor and then Secretary
William Daley in the Office of Legislative and Intergovernmental Affairs at the
Department of Commerce. 


• Mr. John
Taylor. Mr. Taylor provides business strategy and technical counsel to the
firm’s clients on a wide array of domestic and international issues. A former
McKinsey & Co. consultant, Mr. Taylor has extensive experience with the FDA
and issues related to health care. He has also worked with several alternative
energy technology companies. Prior to joining CapitalKeys, he worked on the
Obama for America Campaign. Prior to joining the campaign, he was Managing
Partner of a New York based boutique private equity firm specializing in
microcap companies in the medical technology and alternative energy / green
technology spaces. Earlier in his career he worked as a manager for Private
Wealth Management at Goldman Sachs & Co. He received a B.A., graduating cum
laude, from Stanford University and holds a M.B.A. from the Kellogg School of
Management at Northwestern University. 


• Mr. Scott
Tannen. Mr. Tannen brings over 10 years of Capitol Hill experience through his
work for senior Democratic members of the House of Representatives involved in
leading legislative efforts. Prior to working with the Congress, he was a
senior team member of the International Monetary Fund of the World Bank Group.
Through this position he travelled extensively and developed an expertise for
the global capital markets. Earlier in his career he served at the Democratic
Campaign Congressional Committee (DCCC) and the National Governors Association.
He has also volunteered his expertise to several Democratic Congressional
campaigns. He received a B.A. from the University of Pennsylvania and holds a
M.A. in Public Policy from the Woodrow Wilson School of Public and
International Affairs at Princeton. 


Extended
biography information can be viewed at www.capitalkeys.com 


1. Description
of Services. Our Firm will provide government relations, corporate
relations, strategic communications, and potential sources of funding and
related services to help the Client pursue its objectives. Most importantly, CK
will be the Washington D.C. presence needed for a project of national and
international political importance, bringing comfort and guidance relating to
your Board, current and potential investment sources, and third party
relationships. Specifically, CK will: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 Establish
 stronger ties in Washington, D.C., within the Congress and the Administration
 of the United States and within relevant business

 


1133 Connecticut Avenue NW • 12th Floor • Washington,
DC 20036 • (202) 719-8938 • (202) 719-8960 fax


3









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 and
 investment communities and organizations, to an extent worldwide.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Work with
 relevant financial, corporate and NGO entities with a goal towards directing
 foreign investment into your projects.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Assist
 Client in expansion of its management team and/or Board of Directors, and/or
 Board of Advisors thru CK domestic and international contacts.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Present your
 projects to the management teams of emerging market investment funds, global
 hedge funds, and private equity funds for investment opportunities.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Advise on
 Media outreach to Washington, DC policy writers and broadcasters.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Arranging
 meetings with policymakers in Washington, D.C., for visiting members of your
 team.

 



2. Additional
Services and Benefits


A. Additional.
In addition to the effort and work outlined above, we will also supply the
following additional services: 


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •
 Ambassadorial/International Relations.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 As
 necessary, we can contact and introduce you, our Client, to high level
 persons in certain foreign governments and these persons may have
 relationships with their own financial services and other institutions of
 help to you.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •
 Credibility.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Client may
 find that having the reference of our Firm and our Washington D.C. office
 presence, in representing Client, will strengthen Client’s credibility in
 dealings and relationships here and abroad. Additionally it may enhance
 Client’s ability for access to additional funding.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Our hope is
 not just to be referenced but to be beneficial by being available to join
 conference calls or make initial or follow up calls to others where insertion
 of us into the mix results in a more productive and/or timely outcome.

 


1133 Connecticut Avenue NW • 12th Floor •
Washington, DC 20036 • (202) 719-8938 • (202) 719-8960 fax


4









	
  

 	
  

 
	
  

 	
 •
 Strategy. 

 
	
  

 	
  

 
	
  

 	
 Unquestionably,
 during our first discussion, you should have concluded we were quick to find
 areas of opportunity overlooked in your plan but more importantly coupled our
 comments and review with a strategy of addressing concerns.

 
	
  

 	
  

 
	
  

 	
 We intend to
 continue the process of commenting, and review but also lending to corporate
 and financial plans by supplying strategy resulting from many years of
 domestic and international advising.

 
	
  

 	
  

 
	
  

 	
 •
 General Relationship Building. 

 
	
  

 	
  

 
	
  

 	
 Apart from political
 and financial related efforts, there is a significant book of relationships,
 growing, which we bring to the table .

 
	
  

 	
  

 
	
  

 	
 With CK’s
 assistance, you potentially may find dealing with the CEO, Executive Vice
 President, etc., of some major companies here and overseas, may result in
 major deals, solutions, or contracts.

 



B. Additional
Financing Related Services: We have arranged for Mr. Rossi, a seasoned
securities lawyer, part of our staff, at no additional cost to you at this
time, to work with you in providing a variety of services relating to your
securities offering relating activities to the extent our Firm ,and he, is
comfortable and as contemplated hereby. 


These services
include advising, drafting, commenting upon, as applicable and as he is comfortable,
a variety of areas, as follows: participate in phone conferences and meetings
with Management at mutual times/places; speak to persons or firms, on your
behalf, as an attorney, including representatives of you by phone relating to
securities plans and issues; review and comment on documentation about your
company, as supplied to the Firm, including corporate structure, Board of
Director matters such as meetings, compensation, and such, as well as
shareholder related matters, and comment on contents of documentation, and
please note that while certain work will be of a legal nature, other work will
be related to practical business advice in light of your capital raising plans,
e.g. what would brokerage firms/investors expect to see. 


Additionally,
Mr. Rossi can supply advice in relation to investor communications, like press
releases, investment summaries (more specifically commenting with suggestions
to clarify legal disclosure on drafts that are prepared, and issues relating to
use of an auditor, and transfer agent; and comment or draft certain
documentation like offering documentation, as follows: specifically as to an
offering or offerings, we may, if we are both comfortable on the plans and
terms, assist you in preparing and/or advising as to: an initial draft of a
Private Placement Memorandum (“PPM”), and any other related 


1133 Connecticut Avenue NW • 12th Floor • Washington,
DC 20036 • (202) 719-8938 • (202) 719-8960 fax


5





documents
agreed to for the offer and sale of securities by the Company, to a limited
number of qualified persons under Regulation D of the U. S. Securities and
Exchange Commission, with the persons anticipated to be accredited investors.
We may also advise you on special Board resolutions; warrants; options;
confidentiality and non-compete agreements; employment agreements, debentures,
and valuations. 


We plan to
introduce candidates that are firms and/or persons to possibly help you in
certain respects, such as an accounting firm that may act as an independent
auditor to audit the financial statements or to supply advice, a public company
transfer agent for your shares or investment confirmations, brokerage firms,
investment bankers and/or research firms, and/or an attorney to act as an
escrow agent, as well as others as we agree. 


3. Fee
Amount, Expenses and Payment Schedule. We have agreed to a fixed monthly
fee of USD$30,000 per month payable now and every 30 days from this date by
wire transfer to the Firm (the “Retainer Fees”) for the period starting now for
a total of six consecutive 30 day periods, renewing for additional six
consecutive periods unless Client declines renewal by at least thirty (30) day
prior written notice to us prior to the start of the last 30 days in any such
period. The fee is controlled at said fixed amount per month. There are neither
additional “hidden” charges nor hourly billing as is common among most
professionals. Keep in mind the fee is not for one person to help, but for our
Firm, which includes staff. 


Payment will
be sent by bank wire to: 


	
  

 	
  

 	
  

 
	
 Account:

 	
 CapitalKeys 

 
	
 Bank:

 	
 Wachovia
 Bank 

 
	
 Account #:

 	
 2000041071106
 

 
	
 Routing #:

 	
 054001220 

 
	
 Swift Code
 (if necessary) : PNBPUS33

 	
  

 



4. CK will
also receive shares of common stock in your company as follows: as a gift or
incentive intended for us, we will be supplied certificates of shares of stock
in such amount or amounts as you are comfortable, initially a total of
_________ shares. Our shares will be equal in terms to other common stock of
your company. In the event of any reverse stock split whereby any security
holder has anti-dilution rights so as not to be reduced, CK will be afforded
the same rights on most favorable available terms, and in the event of any
public offering of the common stock or sale of the company or merger whereby
there will be any shareholders included as selling or deal shareholders, CK
will also be included on most favored available terms. 


5. Initial
Term. Unlike most firms of this nature, which have mandatory one-year
retainer agreement, we don’t set the agreement for one year since we at CK are
confident in our results that our agreement will renew. This is an agreement
for six consecutive 30 day periods. 


1133 Connecticut Avenue NW • 12th Floor • Washington,
DC 20036 • (202) 719-8938 • (202) 719-8960 fax


6





6. Travel
and Other Expenses. There will be no surprise billing relating to any
travel or business expenses. As we intend to work through our Washington, DC
resources and country based resources on these matters from our Washington, DC
offices, we do not expect domestic and/or international travel to arise.
However, we have agreed that as part of our monthly fee, if we decide to travel
to NYC or to Ohio to meetings and discussions to advance your business, we will
not bill you the expenses relating to such trip. Also, when deemed necessary,
and with agreement of the Client, if there is a need or request we travel, then
we will seek for you to supply us an additional fixed payment to consider our
anticipated travel time and other expenses, including but not limited to items
such as first or business class travel; first class hotel accommodations. If
there are material expenses we face such as printing, translation services,
bulk mailing postage and certain government related legal fees related to
representing Client (e.g., lobbying registration if necessary), we will discuss
these and obtain your payment prior to charging you. 


7. Additional
Work. At any time during the Term, if additional professional services that
are not outlined in the scope of work of this Agreement are requested by
Client, both parties agree to negotiate in good faith additional Retainer Fees
and expenses accordingly. 


8. Financial
and Other Transactions. When CK’s introductions, directly or indirectly, of
funding or other sources result or help, directly or indirectly, Client arrange
financial funding or similar financial transactions, or any mergers or
acquisitions, or sales, or loans, these efforts will require CK to undertake
additional work, in its discretion, e.g. due diligence, and so additional fees
will automatically be due and payable in line with the size of the transaction
regardless of utilization of CK but only payable from actual closings meaning
if you proceed and consummate the deals, we will be paid. These additional fees
will only come from deal payments and also from, and upon, any closing payments
resulting from the transaction, at any time during this contact or after any
termination, as we may mutually agree in writing but if we don’t for any reason
then we will be paid at least 5% of the total deal proceeds including any
stock and other benefits from transactions so that CK will receive at least
5% of the total deal proceeds from Client simultaneously with Client funding or
receipt. CK will also be kept advised and involved in communications and
meetings with CK sources. If, on the other hand, the source is not directly or
indirectly supplied by CK, but you involve us to assist you in closing or
obtaining the deal, as in the case you use finance materials or plans resulting
from our advice like the “PPM” noted above, have us on a conference call with
the source and or otherwise use our services or relationship to help, then we
will be paid and have the same rights as if it was our source except the
minimum percentage will be 3% not 5%. 


9. Accounting.
All payments to the Firm are non-refundable and deemed earned upon payment. The
Firm will not account for the time or costs or otherwise of its efforts or
payments. 


1133 Connecticut Avenue NW • 12th Floor • Washington,
DC 20036 • (202) 719-8938 • (202) 719-8960 fax


7





10. Confidentiality.
Except as necessary for the performance of the services contemplated herein, to
enforce this Agreement, or as may be required or appropriate in order to comply
with all applicable laws, rules and regulations or compulsory legal process, or
with the Client’s specific consent, CK shall keep confidential all nonpublic
information received from Client, its affiliates or representatives. 


11. Indemnification
and Related Matters. Client shall indemnify, defend and hold harmless CK,
its owners, principals, and affiliates, from and against all actual or
threatened claims, proceedings, suits or investigations of any type, including
attorneys’ and other professionals’ fees and disbursements, arising out of or
related to the Client. Client shall advance to each such person such attorneys’
and other professionals’ fees and disbursements as may be so incurred upon
application. Client’s obligations under this Section shall survive termination
or expiration of this agreement.


12. Miscellaneous.
Each of us agrees to abide by and comply with all applicable laws, rules and
regulations including without limitation the Foreign Agents Registration Act,
the Foreign Corrupt Practices Act and the regulations promulgated thereunder. 


Regarding
communication technology, Client acknowledges that communication by wireless
telephone, facsimile transmission, and e-mail poses risks to confidentiality. 


We cannot
guarantee the outcome of our work efforts. We are not responsible for engagement
or compensation or terms relating to persons or firm you contract with
introduced by CK. 


None of the
terms or provisions of this letter agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
CK and Client. 


This agreement
is not assignable without the written consent of both parties hereto except CK
can assign its right to collection of fees and payments due. 


There are no
third party beneficiaries of this Agreement. This Agreement will be governed by
the laws of the District of Columbia without regard conflicts of law. 


This Agreement
may be executed in any number of counterparts, including by facsimile, each of
which shall be deemed to be an original and all of which together shall be deemed
to be one and the same instrument. 


All notices
required hereby shall be deemed to have been duly given and received only when
actually delivered to the address set forth herein of the party to be notified.
All such notices shall be delivered by hand, by facsimile transmission, sent
prepaid by Federal Express, DHL or a comparable overnight delivery service or
sent by certified, registered or express mail, return receipt requested. Any
party may change its address for notice by a written communications delivered
in accordance with this paragraph. 


1133 Connecticut Avenue NW • 12th Floor • Washington,
DC 20036 • (202) 719-8938 • (202) 719-8960 fax


8





Please
countersign and return to CK the enclosed copy of this letter, or make the
initial payment, either evidencing Client’s agreement to these terms. 


	
  

 	
  

 
	
  

 	
 Sincerely,

 
	
  

 	



	
  

 	
 Adam Falkoff

 
	
  

 	
 President,
 CapitalKeys, LLC

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ACCEPTED AND AGREED TO:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Date:

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Authorized
 Signature

 	
  

 	
  

 


1133 Connecticut Avenue NW • 12th Floor •
Washington, DC 20036 • (202) 719-8938 • (202) 719-8960 fax


9