Exhibit 10.12


 


Consulting Agreement between Registration and ALDA & Associates
International, Inc.







 


ALDA & Associates International, Inc. 3651 FAU Boulevard
Suite 400 Boca Raton, FL 33431 T 877.845.4657


 


Business and Financial Consultants


 





 


 


January 2, 2013


 


Craig R. Frank


Chief Executive Officer


Alternative Fuels Americas, Inc.


2131 Hollywood Boulevard


Suite 401


Hollywood, FL 33020


 


 


Dear [Mr. Frank


 


ALDA & Associates International, Inc. (ALDA) is pleased
to submit this engagement letter for an engagement to provide business, strategic and financial consulting services to Alternative
Fuels Americas, Inc. (“AFAI” or “Company”). This letter was developed as a result of your request and supersedes
any previous agreements or arrangements that may have existed in 2012.


 


Project objectives 


  


The objectives of the engagement will be to provide the services
of Thomas J. Bohannon as AFAI’s Chief Financial Officer and David H. Fater as AFAI’s Chief Administrative Officer.
The services of Richard M. Cohen as AFAI’s Vice President of Business Development will be negotiated and included by mutual
consent of AFAI and ALDA at the appropriate time.


 


Estimate
of costs


 


Professional fees for consulting personnel are charged on an
hourly basis in relation to the training and experience of the individual consultant. Hourly rates for our consultants range from
$150 to $400, depending on the experience level and the background of the consultant. Out-of-pocket expenses for travel and other
incidentals are billed on an actual cost basis in addition to our fees. It is our practice to submit invoices to our clients on
a semimonthly basis.


 


Commencing January 1, AFAI will be billed based on actual hours
worked at our reduced billing rate of $110/hour. It is understood that there may be months when no fees will be incurred and, as
such, no fees will be accrued for those periods. Accumulated fees will be paid as and when cash becomes available and upon the
mutual written consent of the parties.


 


This agreement will be for a one year period ending on December
31, 2013 unless renewed by mutual consent of both parties. Such renewal will be documented by a new agreement.


 


This agreement can be terminated by either party upon 30 day’s
written notice provided to the other.


 



    	 



    	Mr. Frank
Page 2



    




 







Staffing, general background 


 


With regard to the staffing of the project,
we have committed the [ ]to be the project directors and on-site ALDA representatives. As the project develops, we may identify,
based on needs and requirements, other individuals to also assist in the work which would be discussed with you in advance. Their
resumes are in the appendix to this letter.


 


Why ALDA?


 


We believe the single most distinguishing
characteristic of ALDA & Associates International, Inc is that unlike most other professional services firms we neither excessively
leverage engagements with the substitution behind the scenes of junior people nor take on more business at one time than our senior
professionals can manage to the satisfaction of our clients. That is the depth of ALDA’s commitment to you at AFAI.


 


Additionally, and of greater importance,
are the relevant success experiences of the members of the ALDA team. The senior individuals identified for this engagement have
specific successes with endeavors of this sort. This presents a clear advantage to you.


 


Nonexclusivity, confidentiality and
indemnification


 


ALDA & Associates International, Inc. may perform the services
for persons and/or entities other than the Company provided that (i) such services do not interfere with the performance by ALDA
& Associates International, Inc. of the services hereunder, including by reason of detracting from the time required by ALDA
& Associates International, Inc. to perform the services and (ii) such services do not otherwise violate this Agreement.


 


AFAI hereby agrees to indemnify and hold harmless ALDA &
Associates International, Inc. from and against claims, liabilities, losses, damages, and expenses, relating to negligent acts
or omissions of Company, arising out of this engagement or any transaction or matter that is related to the subject matter of this
engagement.


 


We look forward to being of service to the Company on this project.


 


*********************************************************************


 


SIGNATURE PAGE TO FOLLOW


 






    	 



    	Mr. Frank
Page 3



    

 


Should you have any questions regarding this proposal, please
contact Mr. David H. Fater (877-845-4657).


 


Cordially yours,


 


/s/ David H. Fater


 


David H. Fater


Chief Executive Officer


 


ACCEPTED AND AGREED TO:


 


Alternative Fuels Americas, Inc.


 


/s/ Craig Frank


 


Craig Frank


Chief Executive Officer