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**3. ****Position and Duties****.****3.1.****Services with the Company****.**During the term of this Agreement, Executiveagrees to perform such duties and exercise such powers related thereto as may from time to timebe assigned to him by the Company’s Board of Directors (the “Board”). Executive shall duly anddiligently perform all duties assigned to him while in the employ of the Company. He shall bebound by and faithfully observe and abide by all rules and regulations of the Company which arebrought to his notice or of which he should be reasonably aware.**3.2.****No Conflicting Duties****.**During Executive’s employment, Executive shall devotesubstantially all his business efforts and time to the Company. Except upon the prior writtenconsent of the Company, Executive will not, during the term of this Agreement, (i) accept anyother employment, or (ii) engage, directly or indirectly, in any other business activity(whether or not pursued for pecuniary advantage) that might interfere with Executive’s dutiesand responsibilities hereunder or create a conflict of interest with the Company, other than asChairman of the Board of Debt Resolve, Inc., to which the Company hereby consents. In addition,other than DRV, the Executive will not serve on the board of directors of any company other thanBiogold Fuels Corporation without the consent of the majority of other board members of BiogoldFuels Corporation. Notwithstanding the foregoing, Executive may serve on corporate, civic orcharitable boards or committees, deliver lectures, fulfill speaking engagements, teach ateducational institutions, or manage personal investments without such advance written consent,provided that such activities do not individually or in the aggregate interfere with theperformance of Executive’s duties under this Agreement.**3.3.****Uniqueness of Executive’s Services****.**Executive hereby represents and agreesthat the services to be performed under the terms of this Agreement are of a special, unique,unusual, extraordinary, and intellectual character that gives them a unique value. Executiverecognizes the uniqueness of the services he provides to the Company and realizes the Companymay elect to purchase a life insurance policy to protect against Executive’s death for thebenefit of the Company. In such event, Executive shall reasonably cooperate and take all stepsnecessary to assist Company in acquiring such policy or policies.
 
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**4. ****Compensation****.****4.1****Base Salary****.**As compensation for all services to be rendered by Executiveunder this Agreement, the Company shall pay according to its normal payroll procedures andpolicies to Executive a base annual salary of Two Hundred Thousand Dollars ($200,000) (the “BaseSalary”).Executive’s Base Salary shall be reviewed at least annually; however, the Company shall notreduce the Executive’s Base Salary at any time during this Agreement.**4.2****Options****.**In addition to the annual base salary set forth in Section 4.1 above,the warrant to purchase 9,000,000 shares of the Company’s stock granted to Employee in hisConsulting Agreement, dated August 13, 2008, with the Company are hereby fully vested, andrepriced to $0.01 per share (the closing price on November 6, 2008), and the Board may, in itssole discretion, award Executive bonus compensation in the form of stock options or stock awardsunder the Company’s then current employee stock option plan at intervals throughout the term ofthis Agreement and any renewal terms.**4.3.****Cash Incentive Bonus****.**In the sole discretion of the Board of Directors, theCompany may pay Executive an annual cash bonus (“Cash Bonus”). The Board of Directors shall setthe Cash Bonus in a fair and reasonable manner. Said Cash Bonus may be equal to up to seventypercent (70%) of Executive’s Base Salary.**4.4****Expenses****.**The Company shall reimburse Executive for all reasonablepre-approved business or travel expenses and office related expenses incurred by Executive inthe performance of his duties; including but not limited to: airfare, motor vehicle rental,lodging, meals, telephone, copy costs, and supplies.
 
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**4.5****Mobile Telephone.** The Company will provide Executive with the exclusive use ofa mobile (cellular and/or digital) telephone. Such use shall be reasonable in nature and willbe predominately for business purposes.**4.7****Stock and Option Registration Rights****.**In the event the Company conducts apublic offering of the Company’s shares, the Company shall provide Executive with registrationrights to all shares, warrants and options which Executive then holds or otherwise directly orconstructively owns.**5. Vacation, Sick Leave and Insurance****5.1****Annual Vacation****.**Executive shall be entitled to fifteen (15) days vacationtime each year without loss of compensation. In the event that Executive is unable for anyreason to take the total amount of vacation time authorized herein during any year, any unusedvacation time shall carry over from year to year. Vacation days will accrue at the rate of oneand one quarter (1.25) days per each month of service rendered, which accrual shall starteffective January 1, 2009. Any earned but unused vacation time will be paid to Executive basedupon his annual rate of all compensation paid in the previous twelve months (12) upontermination or expiration of this Agreement.**5.2.****Sick Leave****.**Executive shall be entitled to twelve (12) days sick leave eachyear without loss of compensation. In the event that Executive is unable for any reason to takethe total amount of vacation time authorized herein during any year, any unused vacation timeshall carry over from year to year. Sick leave days will accrue at the rate of one (1) day pereach month of service rendered. Any earned but unused sick leave will be paid to Executivebased upon his annual rate of all compensation paid in the previous twelve months upontermination or expiration of this Agreement.**5.3.****Health Insurance****.**The Company shall provide Executive and his immediatefamily members with comprehensive PPO or POS health insurance benefits which shall covermedical, dental and vision.
 
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**6. ****Compensation Upon the Termination of Executive’s Employment****.****6.1 Compensation Upon Termination Not For Cause or for Good Reason**. If, during the termof this Agreement, the Company terminates Executive’s Employment for any reason other thanCause, death or Permanent Disability, then, in addition to the amounts payable in accordancewith Section 5(b), the Company shall pay Executive severance pay at a rate equal to your BaseSalary in effect at the time of termination for a period of 12 months following the terminationof Employment (the “Continuation Period”). Such severance pay shall be paid in accordance withthe Company’s standard payroll procedures on the Company’s payroll dates and shall be subject toall applicable withholdings; provided that, if the Company’s stock becomes is publicly traded onan established securities market at the time of termination, such severance pay shall be paid ina single lump-sum cash payment on the 12 month anniversary of the employment termination date tothe extent required by Code section 409A.Any other provision of this Agreement notwithstanding, subsection 6.1 shall not applyunless and until (i) Executive has executed (and does not revoke) a full and complete generalrelease of all claims in a form provided by the Company without alteration and (ii) Executivehas returned all Company property.The benefits provided for in this provision are exclusive of any other rights or remedieswhich Executive would possess in the event the Company terminates the Agreement without cause.The Company agrees that in the event it terminates Executive=s employment without cause,Executive retains all rights and remedies available under the law, and the Company will not urgeor otherwise argue or assert in any legal, including judicial or arbitration, proceeding thatany provision of this Agreement as constitutes a waiver of rights by Executive.**6.2 Compensation Upon Termination Upon Death.**In the event that Executive’s employment isterminated pursuant to section 10.2, Executive’s beneficiary or beneficiary designated byExecutive in writing to the Company, or in the absence of such beneficiary, Executive’s estate,shall be entitled to receive Executive’s then current Base Salary through three hundred andsixty-five (365) days after the date of his death.
 
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**6.3 Compensation Upon Termination Upon Disability.**In the event that Executive’semployment is terminated pursuant to section 10.1, Executive shall be entitled to receiveExecutive’s then current Base Salary through three hundred sixty five (365) days after the dateof his disability, less any amounts received by Employee from State or private disabilityinsurance.**6.4. Change of Control.**If there is a Change of Control (as defined below), and subsequentthereto the Executive’s employment with the Company terminates at any time within three (3)years after such Change of Control for reasons other than as provided in Section 7(b)(i), thenthe Executive shall be paid pursuant to this Agreement an amount equal to three (3) years’salary at the Executive’s then current compensation (pursuant to Section 3(a)) at the date oftermination. A Change of Control shall be deemed to have occurred at such time as any person,other than the Company, its existing shareholders or any of its or their affiliates on the datehereof, purchases the “beneficial ownership” (as defined in Rule 13d-3 under the SecuritiesExchange Act of 1934), directly or indirectly, of 50% or more of the combined voting power ofvoting securities then ordinarily having the right to vote for directors of the Company.**7. ****Proprietary Matter****.**Except as permitted or directed by the Company, Executiveshall not during the term of his employment or at any time thereafter divulge, furnish,disclose, or make accessible (other than in the ordinary course of the business of the Company)to anyone for use in any way any confidential, secret, or proprietary knowledge or informationof the Company (“Proprietary Matter”) which Executive has acquired or become acquainted with orwill acquire or become acquainted with, whether developed by himself or by others, including,but not limited to, any trade secrets, confidential or secret designs, processes, formulae,software or computer programs, plans, devices or material (whether or not patented orpatentable, copyrighted or copyrightable) directly or indirectly useful in any aspect of thebusiness of the Company, any confidential customer, distributor or supplier lists of theCompany, any confidential or secret development or research work of the Company, or any otherconfidential, secret or non-public aspects of the business of the Company. Executiveacknowledges that the Proprietary Matter constitutes a unique and valuable asset of the Companyacquired at great time and expense by the Company, and that any disclosure or other use of theProprietary Matter other than for the sole benefit of the Company would be wrongful and wouldcause irreparable harm to the Company. Both during and after the term of this Agreement,Executive will refrain from any acts or omissions thatwould reduce the value of Proprietary Matter to the Company. The foregoing obligations ofconfidentiality, however, shall not apply to any knowledge or information which is now publishedor which subsequently becomes generally publicly known, other than as a direct or indirectresult of the breach of this Agreement by Executive.
 
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**8. ****Ventures****.**If, during the term of this Agreement, Executive is engaged in orassociated with the planning or implementing of any project, program, or venture involving theCompany and a third party or parties, all rights in the project, program, or venture shallbelong to the Company and shall constitute a corporate opportunity belonging exclusively to theCompany. Except as expressly approved in writing by the Company, Executive shall not beentitled to any interest in such project, program, or venture or to any commission, finder’s feeor other compensation in connection therewith, other than the compensation to be paid toExecutive as provided in this Agreement.**9. ****Solicitation of Employees****.****9.1.****Agreement Not to Solicit Employees****.**During his employment by the Companyhereunder and for the one (1) year period following the termination of such employment for anyreason, Executive shall not, either directly or indirectly, on his own behalf or in the serviceor on behalf of others solicit, divert or hire away, or attempt to solicit, divert or hire awayany employees, consultants, and customers of the Company.**10. ****Termination Prior to Expiration of the Term****.****10.1****Disability**. Executive’s employment shall terminate upon Executive becomingtotally or permanently disabled for a period of six (6) months or more. For purposes of thisAgreement, the term “totally or permanently disabled” or “total or permanent disability” meansExecutive’s inability on account of sickness or accident, whether or not job related, to engagein regularly or to perform adequately his assigned duties under this Agreement. Prior toterminating the Agreement pursuant to this provision, the Company shall engage and consult oneor more physicians as may be reasonable.
 
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**10.2****Death of Executive**. Executive’s employment shall terminate immediately uponthe death of Executive.**10.3****Termination for Cause**. The Company may terminate Executive’s employment for“Cause” (as hereinafter defined). No termination for “Cause” may be invoked by Company withoutfirst providing Executive with at least thirty (30) days written notice to correct any breach,default or causation. Such written notice shall set forth with reasonable specificity theCompany’s basis for such notice of termination and Executive shall have thirty (30) days tocorrect the condition set forth in the notice.**10.3.1**. **Cause Defined**. For all purposes of this agreement, “Cause” shall mean:(i) the commission, conviction of, or a plea of “guilty” or “no contest” to, a felony under thelaws of the United States or any state by Executive;(ii) Executive’s failure to perform his duties and responsibilities to the Company;(iii) Executive’s commission of any act of fraud, embezzlement, dishonesty, misrepresentation,misappropriation or any other willful misconduct that has caused or is reasonably expected toresult in injury to the Company (or a successor, if appropriate);(iv) Executive’s unauthorized use or disclosure of any proprietary information or trade secretsof the Company (or a successor, if appropriate) or any other party to whom Founder owes anobligation of nondisclosure as a result of Founder’s relationship with the Company (or asuccessor, if appropriate);
 
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(v) Executive’s breach of a fiduciary duty owed to the Company;(vi) Executive’s breach of his duty not to engage in any transaction that represents, directlyor indirectly, self-dealing with the Company which has not been approved by a majority of thedisinterested directors of the Company’s Board of Directors, if such material breach remainsuncured after the lapse of 30 days following the date that the Company has given the Executivewritten notice thereof;(vii) Executive’s violation of any Company policy pertaining to ethics, wrongdoing or conflictsof interest which would include that Executive cannot provide services to any other entity,other than as approved by the Company’s Board of Directors, provided that Executive shall havethe right to become an outside advisor to other companies where such a role does not conflictwith Executive’s obligations to the Company;(viii) Executive’s death or disability; or(ix) Any other gross or willful misconduct by Executive.**10.5****Voluntary Termination of Employment By Executive For Other than Good Reason****.**Executive may voluntarily terminate his employment with the Company upon 30 days prior writtennotice for other than Good Reason. Executive shall not be entitled to any further payments ofcompensation beyond Executive’s resignation date if Executive voluntarily resigns under thisSection 10.5.**10.6.****Surrender of Records and Property**. Upon termination of his employment withthe Company, Executive shall deliver promptly to the Company all records, electronic media,manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, data,tables, and calculations or copies thereof, which are the property of the Company and whichrelate in any way to the business, products, practices or techniques of the Company, and allother property (keys, office equipment, computers, mobile phones, credit cards, etc.) of theCompany and Proprietary Matter, including but not limited to, all documents which in whole or inpart contain any trade secrets or confidential information of the Company, which in any of thesecases are in his possession or under his control.
 
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**11. ****Assignment/Successors****.**This Agreement shall not be assignable, in whole or inpart, by either party without the written consent of the other party except that Company may,without the consent of Executive, assign its rights and obligations under this Agreement to anycorporation, firmor other business entity (i) with or into which the Company may merge or consolidate, or (ii) towhich the Company may sell or transfer all or substantially all of its assets or of which fiftypercent (50%) or more of the equity investment and of the voting control is owned, directly orindirectly, by, or is under common ownership with, the Company. After any such assignment bythe Company and such written agreement by the assignee, the Company shall be discharged from allfurther liability hereunder and such assignee shall thereafter be deemed to be the Company forthe purposes of all provisions of this Agreement including this section.This Agreement shall be binding upon, and inure to the benefit of, both parties and theirrespective successors and assigns, including any corporation or other entity with which, or intowhich, the Company may be merged or which may succeed to its assets or business, provided,however, that the obligations of Executive are personal and shall not be assigned by Executive.**12**. **Indemnification****.**The company shall indemnify Executive as provided in theNevada Private Corporations Law, Company Articles or Company’s Bylaws in effect at thecommencement of this Agreement. The scope of indemnification to which Executive is entitledshall not be diminished, but may be expanded by the Company, by amendment of the Company’sBylaws, Articles of Incorporation or otherwise. Executive shall indemnify and hold the Companyharmless from all liability for loss, damages or injury resulting from the negligence ormisconduct of Executive. The Parties are concurrently entering into a separate indemnificationagreement to provide indemnification for the Executive, attached hereto at Exhibit A(the “Indemnification Agreement”).
 
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**13**. **Miscellaneous****.****13.1****Governing Law**. All questions concerning the construction, validity,enforcement and interpretation of this Agreement shall be governed by the internal laws of theState of New York, without giving effect to any choice of law or conflict of law provision orrule (whether of the State of New York or any other jurisdictions) that would cause theapplication of the laws of any jurisdictions other than the State of New York. Each partyhereby irrevocably submits to theexclusive jurisdiction of the state and federal courts sitting in The City of New York, Boroughof Manhattan, for the adjudication of any dispute hereunder or in connection herewith or withany transaction contemplated hereby or discussed herein, and hereby irrevocably waives, andagrees not to assert in any suit, action or proceeding, any claim that it is not personallysubject to the jurisdiction of any such court, that such suit, action or proceeding is broughtin an inconvenient forum or that the venue of such suit, action or proceeding is improper. Eachparty hereby irrevocably waives personal service of process and consents to process being servedin any such suit, action or proceeding by mailing a copy thereof to such party at the addressfor such notices to it under this Agreement and agrees that such service shall constitute goodand sufficient service of process and notice thereof. Nothing contained herein shall be deemedto limit in any way any right to serve process in any manner permitted by law. **EACH PARTYHEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THEADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT ORANY TRANSACTION CONTEMPLATED HEREBY.****13.2****Entire Agreement**. This Agreement contains the entire agreement of the partiesrelating to the subject matter hereof and supersedes all prior agreements and understandings withrespect to such subject matter with the exception of the Indemnification Agreement which isincorporated by reference, and the parties hereto have made no agreements, representations orwarranties relating to the subject matter of this Agreement which are not set forth herein.
 
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**13.3****Withholding Taxes**. The Company may withhold from any benefits payable under thisAgreement all federal, state, city or other taxes as shall be required pursuant to any law orgovernmental regulation or ruling.**13.4****Amendments****.**No amendment or modification of this Agreement shall be deemedeffective unless made in writing signed by the parties hereto.**13.5****No Wavier****.**No term or condition of this Agreement shall be deemed to havebeen waived nor shall there be any estoppel to enforce any provisions of this Agreement, exceptby a statement in writing signed by the party against whom enforcement of the waiver or estoppelissought. Any written waiver shall not be deemed a continuing waiver unless specifically stated,shall operate only as to the specific term or condition waived and shall not constitute a waiverof such term or condition for the future or as to any act other than that specifically waived.**13.6****Severability****.**To the extent any provision of this Agreement shall be invalidor unenforceable, it shall be considered deleted here from and the remainder of such provisionand of this Agreement shall be unaffected and shall continue in full force and effect.**13.7****Survival****.**Sections 4.7, 7, 8, and 9 shall survive termination of thisAgreement.**13.8****Notices.** Any and all notices, requests or other communications required orpermitted in or by any provision of this Agreement shall be in writing and may be deliveredpersonally or by certified mail directed to the addressee at such person=s or entity=s lastknown post office address, and if given by certified mail, shall be deemed to have beendelivered when deposited in such, mail postage prepaid.**13.9****Legal Proceedings.** In the event of legal proceedings, including arbitrationas set forth in Section 13.2 above, the prevailing party shall be entitled, in addition to suchrelief as is deemed to be appropriate, to recover such costs and reasonable attorneys= fees asare incurred therein.
 
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**13.10****Section 409A****.**Unless otherwise expressly provided, any payment ofcompensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall bemade within two and one-half months (21/2 months) after the later of the end of the calendar yearof the Company’s fiscal year in which Executive’s right to such payment vests (*i.e*., is notsubject to a “substantial risk of forfeiture” for purposes of Code Section 409A of the InternalRevenue Code of 1986, as amended (“Code”)). To the extent that any severance payments(including payments on termination for “good reason”) come within the definition of “involuntaryseverance” under Code Section 409A, such amounts up to the lesser of two times the Executive’sannual compensation for the year preceding the year of termination or two times the 401(a)(17)limit for the year of termination, shall be excluded from “deferred compensation” as allowedunder Code Section 409A,and shall not be subject to the following Code Section 409A compliance requirements.All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) areintended to comply with the requirements of Code Section 409A, and shall be interpreted inaccordance therewith. Neither party individually or in combination may accelerate any suchdeferred payment, except in compliance with Code Section 409A, and no amount shall be paid priorto the earliest date on which it is permitted to be paid under Code Section 409A. In the eventthat Executive is determined to be a “key employee” (as defined in Code Section 416(i) (withoutregard to paragraph (5) thereof)) of Company at a time when its stock is deemed to be publiclytraded on an established securities market, payments determined to be “nonqualified deferredcompensation” payable following termination of employment shall be made no earlier than theearlier of (i) the last day of the sixth (6th) complete calendar month following suchtermination of employment, or (ii) Executive’s death, consistent with the provisions of CodeSection 409A. Any payment delayed by reason of the prior sentence shall be paid out in a singlelump sum at the end of such required delay period in order to catch up to the original paymentschedule. Notwithstanding anything herein to the contrary, no amendment may be made to thisAgreement if it would cause the Agreement or any payment hereunder not to be in compliance withCode Section 409A.[Signature Page Follows]
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.     **Biogold Fuels Corporation:** **Executive:**     By: /s/ Steve Racoosin /s/ James Burchetta         James BurchettaName: Steve Racoosin            Title: CEO       
 
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**Exhibit A**Indemnification Agreement
 
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