Exhibit 10.2


SALES REPRESENTATIVE AGREEMENT


          THIS
SALES REPRESENTATIVE AGREEMENT (“Agreement”) is made between
11 Good Energy, Inc. (“Manufacturer”) and MAX V, LLC, an Ohio limited liability
company (“Representative”) to EVIDENCE THAT: 


WHEREAS Manufacturer
manufactures G2 bio-diesel fuel and makes certain crude glycerin by-products
(the “Products”) that can be used in the agriculture industry;


WHEREAS
Representative consults with farmers on methods of obtaining peak efficiency
for their farms and periodically recommends that the farmers upgrade and/or
install certain products within their farm;


WHEREAS
Representative and Manufacturer desire to effect a manufacturer sales
representative arrangement of the Products under the terms and conditions stated
in this Agreement; 


NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and promises made
herein and for other valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), Manufacturer and Representative (collectively,
the “Parties”) agree as follows:


1. Appointment.
Manufacturer hereby appoints the Representative, and the Representative hereby
agrees to act for Manufacturer as its exclusive sales representative for the
Products throughout the Territory (as those terms are hereafter defined).
Manufacturer will package and Representative will schedule all shipments out of
the Magnolia, Ohio plant. During the term of this Agreement, Manufacturer will
not appoint any other person, firm or corporation as a distributor, agent, or
sales representative for the Products within the Territory. Representative
agrees that all Products sold to Representative shall be FOB, Magnolia, Ohio. 


2. Territory. The
term “Territory” as used in this Agreement is defined to mean “North America”.


3. Products.
The term “Products” as used in this Agreement is defined to mean the following:


	
  

 	
  

 
	
  

 	
 “Crude Glycerin”

 
	
  

 	
  

 
	
  

 	
 Note: Representative
 holds certain Intellectual Property Rights with respect to how the Products
 are utilized by the dairy farmers.

 


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4. Representative’s
Duties. Representative agrees to use its best efforts in marketing the
Products in the Territory. In order to develop the full sales potential of the
Territory, Representative agrees that it will perform at its expense the duties
described in subparagraphs 4.1 through 4.3. 


          4.1.
Promotion and Marketing. Representative shall engage in sales promotion
activities in the Territory. The Products will at all times be identified as
the Products of Manufacturer being offered for sale through Representative as
an independent Sales Representative of Manufacturer. 


          4.2
Representative’s Right To Handle Competitive Products. Representative
shall, at all times, have the right to sell and distribute products other than
those manufactured, sold or distributed by Manufacturer, even if such products
compete with the Products. Notwithstanding anything contained herein to the
contrary, Representative grants Manufacturer a right of first refusal to meet
Representative’s firm sales orders by supplying Representative with Products
manufactured by the Manufacturer. In this regard, Representative can only sell
and distribute crude glycerin manufactured by other parties during the term of
this Agreement where the Manufacturer is unable to deliver Products for which
Representative has firm orders or where Manufacturer does not accept a purchase
order.


          4.3.
Representative’s Expenses. Except as hereinafter specified,
Representative shall be responsible for all expenses incurred by it in
connection with the implementation and performance of its duties and
obligations hereunder. 


          5.
Manufacturer’s Duties. In order to assist the Representative in carrying
out its duties under this Agreement, Manufacturer agrees that it will perform
at its expense the duties described in subparagraphs 5.1 through 5.4. 


          5.1
Sales and Technical Information. Manufacturer will provide
Representative with sales and technical information regarding the Products, at
Manufacturer’s sole expense.


          5.2
Order Information. Manufacturer will provide information to
Representative on delivery, scheduling and engineering problems, sales orders,
order status, and invoices and, conversely, Representative will provide
reciprocal information to Manufacturer. 


          5.3
Quality of Products. Manufacturer will assume all responsibility for the
quality and performance of the Products and not hold Representative responsible
for expenses related to the exchange or return of sub-standard or defective
Products.


          5.4
Indemnification. Manufacturer will indemnify and hold Representative
harmless from any liabilities or damages that Representative may suffer by
reason of Manufacturer’s breach of any representations or warranties made by
Manufacturer directly to customers or expressly authorized in writing by
Manufacturer. Manufacturer shall use its best efforts to meet the delivery
dates for Products requested by customers or potential 


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customers in orders
delivered by Representative to Manufacturer and otherwise to fulfill its
commitments pursuant to orders delivered to and accepted by Manufacturer
hereunder. In the event that any action, claim or suit is brought against
Representative alleging that the manufacture, use, sale, or transfer of any
Product covered by this Agreement or the use of any trademarks or trade names
constitutes infringement of the patents or other proprietary rights of any
third party, then Manufacturer shall indemnify and hold Representative harmless
against any loss, cost, damage or liability, including attorneys’ fees, arising
out of or related to such claim. 


6. Ordering of
Products. Representative will order the Products from Manufacturer as
necessary. Representative will be under no obligation to order a minimum amount
of the Products. However, in the event Representative is notified by the
Manufacturer that it has Products that are sitting in inventory for at least 60
days that remain unsold, the Manufacturer has the right to sell the Products to
third parties, notwithstanding anything contained in this Agreement to the
contrary. All orders will be packaged and filled by Manufacturer to
Representatives specifications. All shipping costs will be paid for by
Representative from the Manufacturer’s plant. All orders will be invoiced to
Representative on a monthly basis. In this regard, it is the intention of the
Parties that when an order is placed by Representative, that the Representative
will advise Manufacturer of the expected billable sales price by the Representative.
This will enable Manufacturer to invoice Representative for the correct amount.
Representative will pay Manufacturer 50% of the billable sales for all orders
filled by Manufacturer. The Parties acknowledge that Representative will make
every effort to sell Products at $25 per gallon initially to jumpstart
Manufacturer. See also Exhibit 1. 


7. Term and Renewal;
Termination.


          7.1
Term and Renewal. The term of this Agreement shall be for a period
six(6) months from the date hereof and shall be renewed automatically for a one
(1) year renewal terms unless and until this Agreement is terminated pursuant
to Sections 7.2 or 7.3. 


          7.2
Termination for Default. A default shall occur if any material breach of
this Agreement by a party is not cured within ten (10) days after written
notice of such breach is given. Upon default by a party, the other party may
terminate this Agreement by giving written notice, which such termination shall
be effective on the date the notice is given.


          7.3
Termination Prior to Renewal. Either Party may terminate this Agreement
prior to the start of a renewal term by giving the other Party written notice
at least thirty (30) days in advance of the first day of the applicable renewal
term.


          7.4
Effect of Termination. Except as provided in Section 5.4, upon
termination of this Agreement in accordance with its terms, neither party shall
be liable to the other for any damages or indemnity whatsoever sustained or
arising out of, or alleged to have arisen out of, such termination, whether on
account of the loss by a party of present or prospective profits or otherwise,
but such termination shall not affect the right of 


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Representative to receive
or recover: (a) damages sustained by reason of the breach or this Agreement by
the Manufacturer, or (b) any commissions or other payments which may then be
owing to Representative under the terms of this Agreement or any invoice or
other instrument. 


8. Miscellaneous. 


          8.1
Independent Contractor. Representative is an independent contractor and
not an agent or employee of Manufacturer, and will not hold itself out as, or
give any person reason to believe that it is, an agent or employee of
Manufacturer. As an independent contractor, Representative shall not
acknowledge or accept orders on behalf of Manufacturer or make any
representations or warranties of any kind on behalf of Manufacturer. 


          8.2
Enforcement of Terms. Failure by either Party to this Agreement at any
time or from time to time to enforce any of the provisions of this Agreement
shall not be construed to be a waiver of such provision or of such party’s
right to thereafter enforce each and every provision hereof. 


          8.3
Governing Law. This Agreement shall be governed in all aspects by the
laws of the State of Ohio of as such laws are applied to contracts between
residents to be performed entirely within said state. 


          8.4
Entire Agreement. This Agreement supersedes and cancels all prior
agreements, if any, between the Parties and shall not be amended, altered or
changed except by written agreement signed by both Parties. 


          8.6
Further, Terms for payment and stock are outlined in Exhibit 4


          8.5
Notices. All notices and other communications hereunder shall be in
writing and shall be mailed by certified mail, postage prepaid, return receipt
requested, to the Parties hereto at their respective addresses specified
herein, subject to the right of either Party to change its address by written
notice. Notices to be sent to:


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 If to Manufacturer:

 	
 11 Good Energy, Inc.

 	
  

 
	
  

 	
  

 	
  

 	
 4450 Belden Village Street N.W., Suite 800

 
	
  

 	
  

 	
  

 	
      Canton, OH 44718

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 With a copy to ;

 	
 John D. Lane

 	
  

 
	
  

 	
  

 	
  

 	
 120 Stroll Rock Common

 	
  

 
	
  

 	

 


 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
 Fairfield, Ct. 06824

 	
  

 
	

 



 	

 


 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 With a further copy to:

 	
           
          Morse & Morse, PLLC

 	
  

 	
  

 
	

 


 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
 Attn: Steven Morse, Esq.

 	
  

 
	

 


 	

 


 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
 1400 Old Country Road

 	
  

 
	

 


 	

 


 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
 Suite 302

 	
  

 
	

 


 	

 


 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
 Westbury, NY 11590

 	
  

 
	

 


 	

 


 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 If to Representative:

 	
 Max V, LLC

 	
  

 
	
  

 	
  

 	
  

 	
 Attn: Jeffrey Weisel, President

 	
  

 
	
  

 	
  

 	
  

 	
 13981 Youth St.

 	
  

 
	
  

 	
  

 	
  

 	
 North Lawrence, Ohio 44666

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 With a copy to:

 	
 Fauver, Keyse-Walker & Donovan

 
	
  

 	
  

 	
  

 	
 Attn: Brett D. Wieber, Esq.

 	
  

 
	
  

 	
  

 	
  

 	
 5333 Meadow Lane Court

 	
  

 
	
  

 	
  

 	
  

 	
 Elyria, Ohio 44035

 	
  

 


          8.6 Order.
The term “order” as used in this Agreement is defined to mean any written
commitment, whether on Manufacturer’s forms or on the customer’s purchase order
or other document to purchase Product(s).


          8.7 Courts.
The Parties also hereby irrevocably and unconditionally consent to submit to
the exclusive jurisdiction of the Courts of Ohio and the United States of
America located in Cleveland, Ohio for any actions, suits, or
proceedings arising out of or relating to this Agreement and the transactions
contemplated hereby and waive any objection to the laying of venue of any
action, suit or proceeding in such courts.


          8.8
Exhibits. All schedules and exhibits referred to herein are incorporated
as part hereof, as if fully rewritten. The descriptive headings of the sections
of this Agreement are inserted for convenience only and shall not be deemed to
affect the meaning or constructions of any of the provisions hereof.


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          IN
WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written below.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 MAX V, LLC

 	
  

 	
 11 Good Energy

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 


 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Date

 	
  

 	
  

 	
 Date

 	
  

 
	
  

 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Jeffrey Weisel, President

 	
  

 	
 Its: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 “Representative”

 	
  

 	
 “Manufacturer”

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Witness:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Date:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Witness:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Date:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 


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EXHIBIT 1


As indicated in Section
6, payment from Representative to Manufacturer will be as follows:


	
  

 	
  

 
	
 1.

 	
 Representative will make every effort to sell
 Products at a price of $25.00 per gallon initially to jump start
 Manufacturer. The Manufacturer will be notified by the Representative of any
 substantial price adjustment.

 
	
 2.

 	
 Representative will pay Manufacturer 50% of total
 billable invoices to Representative’s customers. Manufacturer receives credit
 for the 50% when the product is picked up at the Manufacturer’s
 plant.

 
	
 3.

 	
 Manufacture will invoice Representative monthly on
 all orders filled at a 50% rate that is billed to Representatives customers.
 Representative will pay manufacturer on a monthly basis on all paid invoices.

 
	
 4.

 	
 As Manufacturer increases production and has excess
 capacity from that which the Representative needs to supply dairy farmers,
 Representative will look for other markets to sell Products in. These markets
 are currently receiving 10 cents to 80 cents per gallon.

 


EXHIBIT 2


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Manufacturer currently owes Representative the
 balance of a $20,000 loan and for certain commissions at $5.00 per gallon for
 which Manufacturer has, prior to the date hereof, delivered crude glycerin.
 The total outstanding balance is approximately $18,000 as of the date of this
 Agreement. Of the amount owed by Manufacturer to Representative, 100% of
 such amount shall be used by the Representative each month to offset monies
 otherwise due to the Representative from the Manufacturer. In the event
 Manufacturer raises at least $2 million in additional financing, it shall
 promptly repay to the Representative all outstanding monies.

 


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