EXHIBIT
      10.2

     

    EMPLOYMENT
      AGREEMENT

    


    BETWEEN

    


    KAL
      Energy Inc.

    (and
      its subsidiaries and affiliates)

    


    AND

    


    Jorge
      Nigaglioni


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (the “Agreement”) is entered into on 1
      October
      2008 and retroactively effective as of 1 June 2008 (the “Effective Date”) by and
      between KAL Energy, Inc., a Delaware corporation (“KAL”) and its subsidiaries
      (collectively the “Company”), and Jorge NIgaglioni (the
“Executive”).

     

    RECITALS

     

    The
      Company desires to employ the Executive pursuant to the terms and conditions
      set
      forth in this Agreement and the Executive desires to be employed by the Company
      pursuant to the terms and conditions of this Agreement.

     

    NOW
      THEREFORE, the parties agree as follows: 

     

    
      	
              1)

            	
              Employer.
                The employer shall be the subsidiary of the Company that is registered
                in
                the country in which the Executive will perform his duties as noted
                in
                Section 4 (the “Operating Company”). For purposes of this agreement, the
                Operating Company is PT Kubar Resources, an Indonesian company. KAL
                is a
                United Stated publicly listed company and as such it has requirements
                from
                key executives hired by its subsidiaries.


            


    

     

    
      	
              2)

            	
              Employment
                Period.
                Subject to the terms and conditions of this Agreement, the Company
                hereby
                agrees to employ the Executive during the Employment Period (as defined
                below) and the Executive hereby agrees to remain in the employ of
                the
                Company and to provide services during the Employment Period in accordance
                with this Agreement. The Employment Period shall be the period beginning
                on the Effective Date and ending on the second anniversary
                thereof, unless terminated sooner as provided
                herein.

            


    

     

    
      	
              3)

            	
              Duties.
                The Executive agrees that during the Employment Period while the
                Executive
                is employed by the Company, the Executive will devote one hundred
                percent
                (100%) of the Executive’s full business time, energies and talents to
                serving as the Chief Financial Officer of the Company. The Executive
                will
                provide services for the Company at the direction of the Chief Executive
                Officer (CEO), which services will be consistent with those of the
                Chief
                Financial Officer of similarly situated companies of a similar size
                and
                whose business is similar in nature to the Company. Consistent with
                the
                above, the Executive shall have such duties and responsibilities
                as may be
                assigned to the Executive from time to time by the CEO, shall perform
                all
                duties assigned to the Executive faithfully and efficiently, subject
                to
                the direction of the CEO, and shall have such authorities and powers
                as
                are required to carry out the duties and responsibilities assigned.
                Notwithstanding the foregoing, during the Employment Period, the
                Executive
                may devote reasonable time to activities other than those required
                under
                this Agreement, including activities involving professional, charitable,
                educational, religious and similar activities to the extent such
                activities do not, in the reasonable judgment of the CEO, inhibit,
                prohibit, interfere with or conflict with the Executive’s duties under
                this Agreement or conflict in any material way with the business
                of the
                Company and/or any of its Affiliates.


            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    
      	
              4)

            	
              Work
                Location.
                The Executive shall normally render his services at the Company’s
                executive offices located in Jakarta, Indonesia except for required
                travel
                on Company business, which the Executive acknowledges may be substantial.
                

            


    

     

    
      	
              5)

            	
              Compensation
                and Benefits.
                Subject to the terms and conditions of this Agreement, during the
                Employment Period, the Company shall compensate the Executive for
                the
                Executive’s services as follows:

            


    

     

    
      	 	
              a)

            	
              Salary.
                Commencing on the Effective Date and continuing for the Employment
                Period,
                the Executive shall be compensated at an annual rate of US $180,000
                (the
                “Annual Base Salary”), which shall be payable in accordance with the
                normal payroll practices of the Company. The Executive’s performance and
                compensation will be reviewed
                annually.

            


    

     

    
      	 	
              b)

            	
              Bonus.
                To the extent that an Incentive Bonus Plan is approved and implemented
                by
                the Board, The Executive shall be entitled to participate in the
                Plan in
                accordance with the terms and conditions of the Plan, which will
                be
                determined at the sole discretion of the Board. Awards pursuant to
                any
                Incentive Bonus Plan shall be performance based and shall be tied
                to
                improvement in the Company’s return on capital employed or other
                measurements or key performance indicators mutually agreed between
                the CEO
                and The Executive.

            


    

     

    
      	 	
              c)

            	
              Stock
                Incentive Program.
                The Executive is eligible to be granted stock based compensation
                in
                accordance with the terms and conditions of the KAL Energy Stock
                Incentive
                Plan Prospectus, as may be varied by The Company from time to
                time.

            


    

     

    
      	 	
              d)

            	
              Work
                Schedule and Hours.
                The Executive is expected to work the hours necessary to meet job
                responsibilities, irrespective of evenings or weekends.
                

            


    

     

    
      	 	
              e)

            	
              Travel.
                Business travel for the Executive will be based on the travel policy
                of
                KAL Energy Inc., as it may be varied from time to time. The Company
                will
                meet the cost of a return economy class air ticket on the most direct
                route and of local travel to the Point of Hire of Santa Rosa, California
                for one period of annual leave at the end of each twelve month period
                of
                service and one way to the Executive’s Point of Hire at the termination of
                this Agreement, regardless of the nature of the termination. An equivalent
                amount will be paid in cash should The Executive wish to travel to
                a
                location other than Point of Hire.

            


    

     

    
      	 	
              f)

            	
              Annual
                Leave.
                The Executive shall be entitled to take 20 days of paid time off
                (“AL”)
                each year. Any earned but unused AL shall be accrued and may be used
                by
                the Executive in any subsequent year up to a maximum accrual of 30
                days.
                Upon termination of his employment for any reason, the Executive
                shall
                receive pay for all earned but unused AL, calculated at his base
                salary
                rate in effect at the time of termination.


            


    

     

    
      	 	
              g)

            	
              Holiday
                Pay.
                The Company shall provide the Executive with holiday pay as provided
                by
                the Company to its other executive employees of comparable
                stature.

            


    

     

    
      	 	
              h)

            	
              Insurance.
                The Executive will be insured under a Company sponsored Health Insurance
                and Emergency Medevac Policy, Travel Policy, and Workers Compensation
                Policy. The Executive will also be covered under the Company’s Directors’
                and Officers” (D&O) Insurance Policy in respect of those liabilities
                which he may incur as a director or officer of the
                Company.

            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    
      	 	
              i)

            	
              Pension/Superannuation.
                The Company shall contribute on a monthly basis to
                either:

            


    

     

    
      	 	
              i)

            	
              the
                Executive’s personal pension scheme comprised within the Company-sponsored
                group personal pension arrangement; or


            


    

     

    
      	 	
              ii)

            	
              at
                the written request of the Executive, to any personal pension scheme
                previously nominated by the Executive to the Company in
                writing,

            


    

     

    at
      the
      minimum rate required to satisfy the mandatory regulatory requirements of the
      Executive’s country of tax residence.

     

    
      	 	
              j)

            	
              Accommodation
                and Transportation Allowance.
                Whilst residing in Jarkata, Indonesia, the Company shall provide
                and
                maintain rental accommodation, local transportation, and a driver
                as per
                normal and accepted expatriate policies within the industry. The
                Executive
                must obtain the approval of the Board Remuneration Committee prior
                to
                executing or renewing a lease on The Executive’s Company residence. Any
                furniture and/or fixtures acquired on consignment by The Company
                to
                furnish The Executive’s Company residence shall belong to the
                Company.

            


    

     

    
      	 	
              k)

            	
              Relocation/Resettlement
                Expense. The
                Company will cover all reasonable relocation and resettlement expenses,
                including but not limited to preview trips, moving of household items
                to
                the Work Location, payment for tax return preparation in the Point
                of Hire
                location, and transportation of authorized accompanying dependants
                to the
                Work Location. 

            


    

     

    
      	 	
              l)

            	
              Business
                Expense Reimbursement.
                The Executive shall be reimbursed by the Company, on terms and conditions
                that are substantially similar to those that apply to other similarly
                situated senior management employees of the Company, for reasonable
                out-of-pocket expenses for entertainment, travel, meals, lodging
                and
                similar items that are consistent with the Company’s expense reimbursement
                policy and actually incurred by the Executive in the promotion of
                the
                Company’s business.

            


    

     

    
      	
              6)

            	
              Termination;
                Rights and Payments Upon Termination.
                 The Executive’s right to benefits and payments, if any, for periods
                after the date on which the Executive’s employment with the Company
                terminates (the “Termination Date”) as described in this Section 6 shall
                be determined in accordance with this Section 6 and payable in accordance
                with the normal payroll practices of the Company. During the time
                that
                Severance Salary (if any), as set forth in paragraphs 6(c), (d) and
                (e),
                is being paid, if the Executive is not otherwise employed and receiving
                medical, dental, life insurance and disability insurance benefits
                (“Benefits”), the Executive shall be provided, at no expense to him and
                with no reduction to his Severance Salary, with Benefits to the same
                extent and on the same terms as Benefits are then provided by the
                Company
                to executives employed by the Company or its
                affiliates.

            


    

    


    
      	 	
              a)

            	
              Minimum
                Payments.
                 If the Termination Date occurs for any reason, the Executive shall
                be entitled to the following payments, in addition to any payments
                or
                benefits to which Executive may be entitled under the following provisions
                of this Section 6 (other than this Section 6(a)) or the express terms
                of
                any employee benefit plan or as required by
                law:

            


    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    
      	 	
              i)

            	
              The
                Executive’s earned but unpaid Annual Base Salary for the period ending on
                the Executive’s Termination Date; 

            


    

    


    
      	 	
              ii)

            	
              Incentive
                Bonus for the prior fiscal year, if any, in the event that the Termination
                Date occurs after the end of a fiscal year, but before the Incentive
                Bonus
                is actually paid; and

            


    

    


    
      	 	
              iii)

            	
              The
                Executive’s unreimbursed business expenses and all other items earned and
                owed to the Executive through and including all benefits which have
                vested
                as of the Termination Date.

            


    

    


    Payments
      to be made to the Executive pursuant to this Section 6(a) shall be made within
      30 days after the Termination Date.  Except as may be otherwise expressly
      provided to the contrary in this Agreement or as otherwise provided by law,
      nothing in this Agreement shall be construed as requiring the Executive to
      be
      treated as employed by the Company following the Termination Date for purposes
      of any employee benefit plan or arrangement in which the Executive may
      participate at such time.

    


    
      	 	
              b)

            	
              Termination
                By The Company for Cause.
                 If the Termination Date occurs as a result of the Company’s
                termination of the Executive’s employment for Cause, then, except as
                described in Section 6(a) or as agreed in writing between the Executive
                and the Company, the Executive shall not be entitled to further benefits
                or Severance Salary beyond the termination
                date.

            


    

     

    
      	 	
              c)

            	
              Termination
                for Death or Disability.
                 If the Termination Date occurs as a result of the Executive’s death
                or Disability, then, except as described in Section 6(a) or as agreed
                in
                writing between the Executive and the Company, the Executive (or
                in the
                event of the Executive’s death, the Executive’s estate) shall be entitled
                to the payment of Severance Salary (as defined in Section 6(g) below
                and
                payable in accordance with Section 5(a)) for three months immediately
                following such Termination Date.  The Company’s obligations under
                this Section 6(c) shall be reduced by any benefit that the Executive
                or
                the Executive’s estate, as applicable, may receive from insurance provided
                by the Company for the Executive.

            


    

    


    
      	 	
              d)

            	
              Terminations
                by the Executive for Good Reason.
                 If the Termination Date occurs as a result of the Executive’s
                termination of employment for Good Reason, then, unless otherwise
                agreed
                in writing between the Executive and the Company, the Executive shall
                be
                entitled to payment of Severance Salary (payable in accordance with
                Section 5(a)) for a period of six months following such Termination
                Date.

            


    

    


    Should
      the termination occur pursuant to this Section 6(d) by the Executive for Good
      Reason due to a Change in Control, the Executive must exercise such right to
      terminate prior to, or concurrently with, the closing of the transaction that
      is
      the cause of such Change in Control.  Upon the Company’s receipt of an
      offer relating to a Change in Control, which the Company is willing to accept,
      the Company shall immediately give the Executive notice in writing that the
      Company intends to accept the offer and submit concurrently therewith a copy
      of
      all of the documents embodying the offer and make a full disclosure of all
      details of the offer. The Company shall also immediately submit a copy of all
      of
      the documents embodying any changes thereafter made to the offer and make a
      full
      disclosure of all details of such changes.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    
      	 	
              e)

            	
              Termination
                Due to Performance.
                 If the Termination Date occurs as a result of Executive’s failure to
                satisfactorily perform his substantive duties under this Agreement,
                then,
                except as described in Section 6(a) or as agreed in writing between
                the
                Executive and the Company, the Executive shall have no right to payments
                or benefits under this Agreement, and the Company shall have no obligation
                to make any such payments or provide any such benefits, for periods
                after
                the Termination Date, provided however that, for a termination under
                this
                provision, the Executive shall have 30 days after receipt of written
                notification from the Company of such unsatisfactory performance
                to cure
                the same. The written notice shall specify the unsatisfactory performance
                and identify what the Company considers to be the
                cure.

            


    

    


    
      	 	
              f)

            	
              Termination
                for Voluntary Resignation, Mutual Agreement or Other
                Reasons.
                 If the Termination Date occurs as a result of the Executive’s
                voluntary resignation, the mutual agreement of the parties, or any
                reason
                other than those specified in paragraphs (b), (c), (d) or (e) above,
                then,
                except as described in Section 6(a) or as agreed in writing between
                the
                Executive and the Company, the Executive shall have no right to payments
                or benefits under this Agreement, and the Company shall have no obligation
                to make any such payments or provide any such benefits, for periods
                after
                the Termination Date. 

            


    

    


    
      	 	
              g)

            	
              Definitions.
                 For purposes of this
                Agreement:

            


    

    


    
      	 	
              i)

            	
              “Affiliate”
                shall mean any Person (as defined in Section 6(g) below) that directly,
                or
                indirectly through one or more intermediaries, controls, or is controlled
                by, or is under common control with, such Person.  For purposes of
                this definition, “control” of a Person shall mean the power, direct or
                indirect, to (A) vote or direct the voting of 51% or more of the
                voting
                rights of such Person, or (B) direct or cause the direction of the
                management or policies of such Person, as
                applicable;

            


    

    


    
      	 	
              ii)

            	
              “Cause”
                shall mean:

            


    

    
      	 	
              (1)

            	
              The
                Executive’s dishonesty, fraud or misconduct regarding the Company, the
                Executive’s duties to the Company or with representatives of the Company;
                

            


    

    


    
      	 	
              (2)

            	
              The
                Executive’s breach of a material provision of this Agreement. The
                Executive shall have 30 days after receipt of written notification
                from
                the Company of such breach to cure the same. The written notice shall
                specify the alleged breach and identify what the Company considers
                to be
                the cure;

            


    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    
      	 	
              (3)

            	
              The
                Executive’s conviction of a felony crime; or


            


    

    


    
      	 	
              (4)

            	
              The
                Executive’s chronic alcohol abuse or illegal drug
                abuse.

            


    

    


    
      	 	
              iii)

            	
              “Change
                in Control” shall mean a change in the beneficial ownership of the voting
                stock of the Company that occurs as
                follows:

            


    

    


    
      	 	
              (1)

            	
              any
                Person other than the Company or its Affiliates, any entity owned,
                directly or indirectly, by the stockholders of the Company in
                substantially the same proportions as their ownership of stock of
                the
                Company, or any trustee or other fiduciary holding securities under
                an
                employee benefit plan of the Company or its subsidiaries or such
                proportionately owned Partnership) becomes through acquisitions of
                securities of the Company the “beneficial owner” (as defined in Rule 13d-3
                promulgated under the Securities Exchange Act of 1934, as amended),
                directly or indirectly, of securities of the Company representing
                51% or
                more of the combined voting power of the then outstanding securities
                of
                the Company having the right to vote for the election of
                directors;

            


    

    
      	 	
              (2)

            	
              the
                stockholders of the Company approve a merger or consolidation of
                the
                Company with any Partnership that is not an Affiliate of the Company,
                other than (I) a merger or consolidation which would result in the
                voting
                securities of the Company outstanding immediately prior thereto continuing
                to represent (either by remaining outstanding or by being converted
                into
                voting securities of the surviving entity) 51% or more of the combined
                voting power of the voting securities of the Company or such surviving
                entity outstanding immediately after such merger or consolidation,
                or (II)
                a merger or consolidation effected to implement a recapitalization
                of the
                Company (or similar transaction) in which no Person acquires 51%
                or more
                of the then outstanding securities of the Company having the right
                to vote
                for the election of directors; or

            


    

    


    
      	 	
              (3)

            	
              the
                stockholders of the Company approve an agreement with any Partnership
                that
                is not an Affiliate of the Company providing for the sale or disposition
                by the Company of all or substantially all of the assets of the Company
                (or any transaction having a similar
                effect).

            


    

    


    
      	 	
              iv)

            	
              “Good
                Reason” shall mean the occurrence of any of the following: (A) the
                assignment to the Executive of duties that are materially inconsistent
                with the Executive’s duties described in Section 2, including, without
                limitation, a material diminution or reduction in the Executive’s office
                or responsibilities or a reduction in the Executive’s rate of Annual Base
                Salary, bonus or other compensation or a change in the Executive’s
                reporting relationship (provided that the Company shall have 30 days
                after
                receipt of written notification from the Executive of any such action
                to
                cure the same), (B) the occurrence of a Change in Control pursuant
                to
                which the Executive is not employed by the surviving entity, (C)
                the
                Company’s breach of a material provision of this Agreement (provided that
                the Company shall have 30 days after receipt of written notification
                from
                the Executive of such breach to cure the same), or (D) the Company
                becomes
                insolvent or unable to pay its debts as they become due or the
                stockholders of the Company approve a plan of complete liquidation
                of the
                Company; 

            


    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    
      	 	
              v)

            	
              “Disability”
                shall mean the inability of the Executive to continue to perform
                the
                Executive’s duties under this Agreement on a full-time basis as a result
                of mental or physical illness, sickness or injury for a period of
                90
                calendar days within any 12-month period, as determined in the sole
                discretion of the Board; 

            


    

    


    
      	 	
              vi)

            	
              “Person”
                shall mean an individual or a Partnership, association, partnership,
                joint
                venture, organization, business, individual, trust, or any other
                entity or
                organization, including a government or any subdivision or agency
                thereof;
                and

            


    

    


    
      	 	
              vii)

            	
              “Severance
                Salary” shall mean the Executive’s current Annual Base Salary, as such
                amount may be prorated for the number of months such salary is
                payable

            


    

    


    Notwithstanding
      any other provision of this Agreement, the Executive shall automatically cease
      to be an officer of the Company and its Affiliates as of the Executive’s
      Termination Date and, to the extent permitted by applicable law, any and all
      monies that the Executive owes to the Company shall be repaid to the extent
      possible, through deduction of such amounts from any post-termination payments
      owed to the Executive pursuant to this Agreement.  Notwithstanding any
      other provision of this Agreement, the Company may suspend the Executive from
      performing the Executive’s duties under this Agreement; provided, however, that
      during the period of suspension (which shall end no later than the Executive’s
      Termination Date), the Executive shall continue to be treated as an employee
      of
      the Company for other purposes, and the Executive’s rights to compensation or
      benefits hereunder shall be in effect.

    


    
      	
              7)

            	
              Solicitation
                Of Customers and/or Suppliers:
                All records of the accounts of customers and/or suppliers, and any
                other
                books and records relating in any manner whatsoever to the Company’s
                customers and/or suppliers, whether prepared by the Executive or
                otherwise
                coming into his possession, shall be the exclusive property of the
                Company. All such books and records shall be immediately returned
                to the
                Company by the Executive upon any termination of his employment.
                Following
                the Executive’s Termination Date and throughout the time the Executive
                receives payment of Severance Salary (or, in circumstances not requiring
                the payment of Severance Salary, for a period of one year following
                the
                Executive’s Termination Date), the Executive shall not, either directly or
                indirectly, participate in the
                following:

            


    

    


    
      	 	
              a)

            	
              Information.
                Make known to any person the names or addresses of any of the customers
                and/or suppliers of the Company (and/or its Affiliates) or any other
                information pertaining to them; or,

            


    

    


    
      	 	
              b)

            	
              Solicitation.
                Call on, solicit, or take away, or attempt to call on, solicit, or
                take
                away any of the Company’s (and/or its Affiliate’s) customers and/or
                suppliers on whom the Executive called or with whom he became acquainted
                during his employment with the Company, either for himself, or for
                any
                other person for the purpose of selling them products or services
                sold to
                them by the Company.

            


    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    
      	 	
              c)

            	
              Referral.
                Refer any person or entity to such customers and/or suppliers for
                the
                purpose of selling them products or services sold to them by the
                Company
                (and/or its Affiliates).

            


    

    


    
      	 	
              d)

            	
              Solicitation
                Of The Company’s Employees:
                Solicit, or in any way hire, with or without solicitation, any of
                the
                Company’s (and/or its Affiliates) employees or independent contractors in
                any capacity.

            


    

     

    
      	
              8)

            	
              Inventions.
                Any and all patents, copyrights, trademarks, inventions, discoveries,
                developments, or trade secrets developed or perfected by the Executive
                during or as the result of his employment with the Company shall
                constitute “works for hire” and shall be the sole and exclusive property
                of the Company. The Executive shall disclose all such matters to
                the
                Company, assign all right, title, and interest he may have in them,
                and
                cooperate with the Company in obtaining and perfecting any patent,
                copyright, trademark, or other legal protection.
                

            


    

     

    
      	
              9)

            	
              Damages,
                Affiliates:
                The parties recognize and agree that, the extent of damages to the
                Company
                in the event of a breach by the Executive of Sections 7 or 8, it
                would be
                impossible to ascertain and that there is, and will be, available
                to the
                Company no adequate remedy at law to compensate the Company in the
                event
                of any such breach. Consequently, the Executive agrees that in the
                event
                of a breach or threatened breach of such covenant, in addition to
                any
                other relief to which the Company may be entitled, the Company shall
                be
                entitled to enforce such provisions by injunctive or other equitable
                relief ordered by a court of competent jurisdiction. The Executive
                hereby
                waives any bond in excess of $1,000 that may be required in connection
                with said injunctive relief.

            


    

     

    
      	
              10)

            	
              Taxation.
                All compensation payable under this Agreement shall be subject to
                customary withholding taxes and other employment taxes as required
                in the
                country of employment and the amount of compensation payable hereunder
                shall be reduced appropriately to reflect the amount of any required
                withholding. Except as specifically required herein, the Company
                shall
                have no obligation to make any payments to the Executive or to make
                the
                Executive whole for the amount of any required taxes. The Company
                is not
                responsible for any home country taxes of the Executive, nor will
                it
                accept any liability or costs whatsoever that the Executive might
                incur
                with the government in the country of employment in respect of any
                personal foreign earnings. The Executive is currently a tax resident
                of
                the United States of America. If, as a direct result of the this
                agreement, the tax residency of the Executive is altered and results
                in a
                change to the net compensation of the Executive under this agreement,
                the
                Company shall either gross up or gross down the Executive’s base salary so
                as to ensure net compensation neutrality from the Executive’s
                perspective.

            


    

     

    
      	
              11)

            	
              Applicable
                Law.
                This Agreement is executed in Singapore, and the laws of that country
                shall govern its interpretation and effect. 

            


    

     

    
      	
              12)

            	
              Arbitration.
                Any dispute or controversy arising out of or relating to this Agreement,
                or any breach of this Agreement, shall be settled by arbitration
                to be
                held in Singapore. The arbitrator may grant injunctions or other
                relief in
                such dispute or controversy. The decision of the arbitrator shall
                be
                final, conclusive, and binding on the parties to the arbitration.
                Judgment
                may be entered on the arbitrator’s decision in any Court having competent
                jurisdiction. The prevailing party shall be entitled to recover from
                the
                other party all costs and expenses incurred by the prevailing party
                in
                connection with such arbitration.

            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    
      	
              13)

            	
              Notices.
                Any notices provided for in this Agreement shall be in writing and
                shall
                be deemed to have been duly received when delivered in person or
                sent by
                facsimile transmission, on the first business day after it is sent
                by air
                express courier service or on the second business day following deposit
                in
                the registered or certified mail system, return receipt requested,
                postage
                prepaid and addressed, in the case of the Executive to the most recent
                home address reflected in the Company’s records and in the case of the
                Company to the following address:

            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    KAL
      Energy, Inc.

    World
      Trade Center, Level 14

    Jl.
      Jenderal Sudirman Kav 29-31

    Jakarta
      12920

    Indonesia

    


    or
      such
      other address as either party may have furnished to the other in writing in
      accordance herewith, except that a notice of change of address shall be
      effective only upon actual receipt.

     

    
      	
              14)

            	
              Assignment.
                This Agreement shall inure to the benefit of and shall be binding
                upon the
                successors and assigns of the Company. Since this Agreement is based
                upon
                the abilities of and personal confidence in the Executive, he shall
                have
                no right to assign this Agreement or any of his rights hereunder
                without
                the prior written consent of the
                Company.

            


    

     

    
      	
              15)

            	
              Severability.
                If any provision of this Agreement shall be found invalid by any
                court of
                competent jurisdiction, such findings shall not affect the validity
                of any
                other provision hereof and the invalid provisions shall be deemed
                to have
                been severed herefrom.

            


    

     

    
      	
              16)

            	
              Waiver
                of Breach.
                The waiver by either the Company or the Executive of a breach of
                any
                provision of this Agreement shall not operate as or be deemed a waiver
                of
                any subsequent breach by either the Company or the Executive. Continuation
                of payments hereunder by the Company following a breach by the Executive
                of any provision of this Agreement shall not preclude the Company
                from
                thereafter terminating said payments based upon the same violation.
                

            


    

     

    
      	
              17)

            	
              Amendment.
                This Agreement may be amended or cancelled by mutual Agreement of
                the
                parties in writing without the consent of any other
                person.

            


    

     

    
      	
              18)

            	
              Construction.
                No provision of this Agreement shall be construed against any party
                merely
                because that party or its/his counsel drafted or revised the provision
                in
                question.

            


    

     

    
      	
              19)

            	
              Headings.
                The headings in this Agreement are solely for the convenience of
                reference
                and shall not affect its
                interpretation.

            


    

     

    
      	
              20)

            	
              Counterparts.
                This Agreement may be executed in any number of counterparts, each
                of
                which when so executed and delivered shall be an original, but all
                such
                counterparts shall together constitute one and the same instrument.
                Each
                counterpart may consist of a copy hereof containing multiple signature
                pages, each signed by one party hereto, but together signed by both
                of the
                parties hereto.

            


    

     

    
      	
              21)

            	
              Other
                Agreements.
                This Agreement contains the entire agreement between the parties
                concerning the subject matters herein, and supersedes any and all
                prior
                and contemporaneous oral and written agreements, including, without
                limitation any severance agreements or arrangements between the parties.
                No verbal or other statements, inducements, or representations have
                been
                made to or relied upon by the Executive. The parties have read and
                understand this Agreement.

            


    

     

    
      	
              22)

            	
              Attorney’s
                Fees.
                In the event suit (or a similar proceeding in arbitration) is brought
                to
                enforce or interpret any part of this Agreement, the prevailing party
                shall be entitled to recover as an element of his costs of suit,
                not as
                damages, all reasonable attorneys’ fees to be fixed by the court. the
                “prevailing party” shall be the party who is entitled to recover his costs
                of suit, whether or not the suit proceeds to final judgment. A party
                not
                entitled to recover his costs shall not recover attorney’s fees. No sum
                for attorney’s fees shall be counted in calculating the amount of a
                judgment for purposes of determining whether a party is entitled
                to
                recover his costs or attorney’s
                fees.

            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    
      	
              23)

            	
              Legal
                Representation.
                Each party is represented by its own separate legal counsel. Each
                party
                declares that, prior to the execution of this Agreement, they apprised
                themselves of sufficient relevant data, through counsel or through
                other
                sources of its selection, in order that it might intelligently exercise
                its own judgment in deciding whether to execute, and deciding on,
                the
                contents of this Agreement. They further declare that their decisions
                were
                not based on or influenced by any declarations of representations
                of the
                other party hereto, or of the agents or employees of such other
                party.

            


    

     

    
      	
              24)

            	
              Further
                Acts.
                Each party agrees to perform any further acts and to execute and
                deliver
                any documents that may be reasonably necessary to carry out the provisions
                of this Agreement.

            


    

     

    
      	
              25)

            	
              Compensation
                Committee.
                All executive contracts and terms require the approval of the Company’s
                compensation committee.

            


    

     

    
      	
              26)

            	
              SEC
                Regulations.
                All executives deemed to be an insider of the Company need to meet
                the
                disclosure requirements of the Securities and Exchange Commission.
                This
                includes reporting of compensation under this agreement, transactions
                with
                related parties, and stock transactions on the Company’s
                stock.

            


    

     

    [Signatures
      On Next Page]


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    

      IN
        WITNESS THEREOF, the Executive has hereunto set the Executive’s hand, and the
        Company has caused these presents to be executed in its name and on its behalf,
        all as of the day and year first above written.

       

    

    
      
        	
                SIGNED
                  for and on behalf of KAL Energy Inc.

              
	 
	
                /s/
                  William Bloking

              
	
                WILLIAM
                  F. BLOKING

              
	
                CHAIRMAN

              


      

    

     

    
      SIGNED
        by Executive

       

      
        I
          accept
          an offer of employment and agree to the terms and conditions set out in
          this
          Agreement and in Company Rules and Regulations as may be issued from time
          to
          time.

      

       

      
        
          	
                  /s/
                    Jorge Nigaglioni

                
	
                  Jorge
                    Nigaglioni