exhibit10-17.htm


    Exhibit
10.17

     

    EMPLOYMENT
AGREEMENT

     

    This
Employment Agreement (“Agreement”)
is made by and between Better
Biodiesel, Inc., a corporation duly organized and existing under the laws
of the State of Colorado (the “Company”),
and Kenneth R. Bennett
(“Executive”).

     

    RECITALS

     

    WHEREAS, the Company desires
to hire Executive and Executive desires to become employed by the
Company;

     

    WHEREAS, the Company and
Executive have determined that it is in their respective best interests to enter
into this Agreement on the terms and conditions as set forth herein;
and

     

    NOW, THEREFORE, in
consideration of the premises and the mutual covenants and promises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     

    1. Nature of
Agreement.

     

    This
Agreement effects the cancellation of Prior Offers.  Any and all
prior oral understandings, offers, open obligations, and/or representations (if
any) with respect to the employment of Executive are deemed to be superseded by
this final written Agreement.  This Agreement shall become effective
only upon resolution by the Board of Directors of the Company (the
“Board”).

     

    2. Employment Terms and
Duties.

     

    2.1. Term of
Employment.  The employment
of Executive, and the term of this Agreement (the “Employment
Term”), shall be deemed to commenced upon the date upon
which    the Board resolves to approve this Agreement, which
shall occur within ten (10) days of the later of (i) the closing of the
Company’s acquisition of GeoAlgae Technology, Inc., or (ii) the mutual execution
of this Agreement (the “Effective
Date”) and shall continue for thirty-six (36) months, subject to
automatic renewal for successive twelve (12) month periods and shall continue
until otherwise terminated in accordance with Section 6 or Section
7.

     

    2.2. Location.  Executive shall
not be required to change his personal residence, but shall maintain an office
at the location of the Company’s principal executive offices as reasonably
necessary to enable him to perform his duties.

     

    2.3. Position and Primary
Responsibility.

     

    2.3.1. It is
understood that Executive shall serve as (i) President and Chief Executive
Officer of the Company.  Contemporaneously with the execution and
delivery of this Agreement, the Company shall effectuate all such action as
shall be required to procure the appointment of Executive as President and Chief
Executive Officer.  

     

    2.3.2. Executive,
as Chief Executive Officer, shall have general supervision, direction and
control of the business and affairs of the Company.  Accordingly, all
officers of the Company other than the Chief Executive Officer shall perform
their duties under the direction of, and subject to the authority of, the Chief
Executive Officer. 

     

    2.3.3. Executive
shall have all of the powers and duties of the Chief Executive Officer as
prescribed by the Bylaws of the Company in effect on the date hereof; and,
without limitation, shall have general supervision, direction and control of the
business and affairs of the Company and of each and every subsidiary of the
Company; and shall have discretionary power, subject to Board approval, to hire
officers of the Company and its subsidiaries.  The Company agrees
that, during the Employment Term, neither the Articles of Incorporation, nor the
Bylaws, of the Company shall at any time be amended in a manner inconsistent
with the foregoing or the additional provisions of this Agreement without the
written consent of the Executive.

     

    2.4. Exclusivity.  Executive agrees
to devote the majority of his time, attention, energies, and to use his “best
efforts” in the performance of his duties under the terms of this Agreement and
shall make this his primary employment and source of income.  However,
the expenditure of reasonable amounts of time for educational, charitable, or
professional activities shall not be deemed a breach of this Agreement if those
activities do not materially interfere with the services required under this
Agreement, and shall not require the prior written consent of the
Board.  This Agreement shall not be interpreted to prohibit Executive
from making passive personal investments or conducting private business affairs
if those activities do not materially interfere with the services required under
this Agreement and do not violate Sections 5, 9 and/or 11 of this
Agreement.

     

    3. Compensation.

     

    3.1           Base
Salary.  In
consideration for the services rendered to the Company hereunder by Executive,
the Company shall, during his employment, pay Executive a salary at the annual
rate of One hundred thousand Dollars ($100,000.00) for his first year of
employment; One hundred twenty-five thousand Dollars ($125,000.00) for his
second year of employment; and One hundred seventy-five thousand Dollars
($175,000.00) for his third year of employment (the “Base
Salary”), less statutory deductions and withholdings, payable to
Executive on a semi-monthly basis, which shall accrue upon the Closing of Better
Biodiesel, Inc.’s acquisition of GeoAlgae Technology, Inc., but for which cash
payments shall not exceed 10% of any sums received pursuant to the closing,
subsequent to execution of this Agreement, of a financing (or culmination of
financings)(a “Financing”)
and/or revenues generated through operations (collectively, “Revenues”) of the
Company, up the extent of the aforementioned year one, year two and year three
salary limits, unless the Board determines that funds for cash payments of
greater than 10% of Revenues are available.  For purposes of clarity,
in no event shall Executive’s Base Salary be decreased pursuant to the preceding
sentences.  

     

    3.2.           Payment.  All compensation
payable to Executive hereunder shall be subject to the Company’s rules and
regulations, and shall also be subject to all applicable State and federal
employment law(s); it being understood that subject to applicable federal and
state laws, Executive shall be responsible for the payment of all taxes
resulting from a determination that any portion of the compensation and/or
benefits paid/received hereunder is a taxable event to Executive; it being
further understood that Executive shall hold the Company harmless from any
governmental claim(s) for Executive’s personal tax liabilities, including
interest or penalties, arising from any failure by Executive to pay his
individual taxes when due.

     

    3.3           Reimbursement
of Expenses.  During the Employment Term, the Company shall be
required to reimburse Executive for all reasonable and necessary expenses
incurred by Executive, including auto allowance, travel expenses, and other
expenses of up to Seven thousand, five hundred dollars ($7,500.00) per month for
expenses in connection with Executive’s duties under this Agreement without the prior majority approval of the Board.
These expenses shall commence accruing to
the Company upon the Effective Date; provided, however, that the payment of
which shall be contingent upon the earlier occurrence of the Company
closing a Financing, as defined in Section
3.1.

     

    3.4           Cash
Bonuses.  Executive shall have a bonus entitlement during each
calendar year (or portion thereof) of the Employment Term of up to one hundred
percent (100%) of his Base Salary (whether paid or accrued) for such year (or
portion thereof), subject to the Board’s performance review of the Executive and
approval of the cash bonus.  Within sixty (60) days of the Effective
Date, the Company and Executive shall concur, within their respective reasonable
discretion, on the criteria and procedures applicable to establishment of
Executive’s entitlement to such amount for the then current calendar year; and,
thereafter, within thirty (30) days following the commencement of each calendar
year of the Employment Term, the Company and Executive shall concur, within
their respective reasonable discretion, on the criteria and procedures
applicable to establishment of Executive’s entitlement to such amount for the
ensuing calendar year.  Such criteria shall include, without
limitation: (i) specified revenue targets for the Company during the applicable
period; (ii) specified EBITDA targets for the Company during the applicable
period (as defined pursuant to consensus between the Company and Executive); and
(iii) such additional specified targets as
the Company and Executive mutually
determine. Any such cash bonuses shall be paid by the Company no later
than March 15 of the taxable year commencing after the year in which the
Executive’s right to such payment becomes vested.

     

    3.5           Compensation
Review.  It is understood and agreed that Executive’s
performance will be reviewed by the Board at the end of each calendar year
during the Employment Term, and at such other times as the Board may determine
to be appropriate, for the purpose of determining whether or not Executive’s
Base Salary and/or cash bonuses should be increased; it being further understood
that the decision to increase Executive’s compensation shall be at the sole and
exclusive discretion of the Board.  If the Executive’s Base Salary is
increased, the new amount shall become the Base Salary for all purposes of this
Agreement.  The Executive’s Base Salary shall not be
decreased.

     

    4. Benefits.

     

    4.1           No
Benefits Other Than Those Set Forth Herein.  Executive shall
not be entitled to any benefits other than those set forth in this Section 4; provided
that Executive shall be entitled to participate in any employee benefit plans or
perquisites maintained by the Company on the same basis as other senior
executives.  It is understood that, excepting Section 4.3, all
benefits provided in this Section 4 shall
immediately terminate in the event of a Voluntary Termination or a Termination
for Cause, as defined in Section 6.2 and Section 6.4,
respectively.

    


    4.2           Vacation.  Executive shall
be entitled to twenty (20) days paid vacation per annum.  Any unused
vacation time may be carried forward to the following year.

     

    4.3           Indemnification.  The Company
agrees to indemnify Executive to the fullest extent permitted by law and by the
Company’s Bylaws. The Company shall not amend its Bylaws to reduce the Company’s
ability to indemnify Executive after the Effective Date.  The
Executive shall be covered by the Company’s directors and officers liability
insurance, policy, employment-related practices liability insurance policy and
fiduciary liability insurance policy during the Employment Term, which shall
remain in place and effective during Executives Term and cover the Executive for
a period of not less than five (5) years following his termination of employment
for any reason.  The obligations of this Section 4.3 shall
survive any termination of the Employment Term for any reason.

     

    4.4.           Illness
or Personal Leave.   Executive shall be entitled to four
(4) days per year as sick leave or personal leave with full pay.  Sick
or personal leave may not be accumulated from year to year.  In
addition, the Company shall pay the cost of an annual physical examination for
Executive to the extent not covered by the Company’s general medical
plan.

     

    4.5           Paid
Holidays.                                    Executive
shall be entitled to a holiday on the following days, with full
pay:  New Year’s Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, the Friday after Thanksgiving Day and Christmas
Day.

     

    5. Confidential Information and
Records.

     

    5.1           Existing
or Potential Conflict of Interest.  Executive
represents that his employment with the Company under the terms of this
Agreement will not conflict with any continuing duty(ies) or obligation(s)
Executive has with any other person(s), firm(s) and/or
entity(ies).  Executive also represents that he has not brought to the
Company (during the period before or after the Effective Date of this Agreement)
any material(s) and/or document(s) of any former employer(s), or any
confidential information or property belonging to other(s).

     

    5.2           Confidential
Information.  Executive also
represents that he will not disclose to any person(s) or entity/entities (other
than to the Board, or to others as required in the performance of his duties)
any confidential or secret information with respect to the business or affairs
of the Company and/or its product(s).

     

    5.3           Corporate
Related Records.  All records,
files, documents, and the like, or abstracts, summaries, or copies thereof,
relating to the business of the Company which Executive shall prepare or use or
come into contact with shall remain the sole property of the
Company.

     

    6. Termination.

    Executive’s
employment and this Agreement (except as otherwise provided hereunder) shall
terminate upon the occurrence of any of the following, at the time set forth
therefor (the “Termination
Date”):

     

    6.1           Death or
Disability.  Immediately upon
the death of Executive or six (6) months subsequent to a determination by the
Company that Executive has ceased to be able to perform the essential functions
of his duties, with or without reasonable accommodation, due to a mental or
physical illness or incapacity (“Disability”)
(termination pursuant to this Section 6.1 being
referred to herein as termination for “Death or
Disability”);

     

    6.2           Voluntary
Termination.  Thirty (30) days
following Executive’s written notice to the Company of voluntary termination of
employment; provided, however, that the Company may waive all or a portion of
the thirty (30) days’ notice and accelerate the effective date of such
termination (and the Termination Date) (termination pursuant to this Section 6.2 being referred to
herein as “Voluntary Termination”).

     

    6.3           Resignation
for Good Reason.  The date specified in a written notice given
by the Executive to the Company that he is resigning for Good Reason, as
hereinafter defined.  For purposes of this Agreement, “Good
Reason” shall mean (i)  the Company’s material breach of this
Agreement not cured within thirty (30) days after written notice to the Company,
or (ii) any of the following without the prior written consent of the
Executive:  the Company’s adverse change in Executive’s title from
Chief Executive Officer or its equivalent; the Company’s material and adverse
diminution in the Executive’s duties or authority; the Company’s assignment of
duties materially inconsistent with the Executive’s executive duties; the
Company’s material and adverse change in Executive’s direct reporting structure
to the Board; or the Company’s failure to elect or re-elect Executive to, or the
Company’s removal of Executive from, the Board.  Termination pursuant
to this Section
6.3 being
referred to herein as “resignation for Good Reason.” Resignation for Good
Reason pursuant to this Section 6.3 shall be
in addition to and without prejudice to any other right or remedy to which the
Executive may be entitled at law, in equity, or under this
Agreement.

     

    6.4           Termination
For Cause.  The Company may
terminate the Executive effective immediately following notice of Termination
For Cause (as defined below), which notice shall specify such Cause (termination
pursuant to this Section 6.4 being
referred to herein as “Termination For
Cause”).  As used herein,
Termination For Cause shall mean any of the following acts by the Executive or
occurrences, and no others:  (i) acts or omissions constituting
willful misconduct on the part of the Executive with respect to Executive’s
obligations or otherwise relating to the business of the Company;
(ii) Executive’s breach of this Agreement that Executive has not cured
within thirty (30) days after the Board has provided Executive written notice of
such material breach; (iii) Executive’s conviction or entry of a plea of
nolo contendere for fraud, misappropriation or embezzlement, or any felony or
crime of moral turpitude; and (iv) Executive’s breach of fiduciary duty to
the Company.  For purposes of clause (i) of the definition, acts or
omissions of Executive shall not be considered “willful” unless done or omitted
by Executive (a) intentionally or not in good faith and (b) without
reasonable belief that Executive’s action or omission was in the best interests
of the Company, and shall not include failure to act by reason of total or
partial incapacity due to a physical or mental condition.  Termination
pursuant to this Section 6.4 shall be
in addition to and without prejudice to any other right or remedy to which the
Company may be entitled at law, in equity, or under this Agreement.

     

    6.5           Termination
Without Cause.  Thirty (30) days
following the Company’s written notice, at any time for any reason or no reason,
to the Executive of termination of the Executive’s employment without Cause;
provided, however, that the Executive may waive all or a portion of the thirty
(30) days’ notice and accelerate the effective date of such termination (and the
Termination Date) (termination pursuant to this Section 6.5 being referred to
herein as “Termination
Without Cause”).

     

    7. Severance and
Termination.

     

    7.1           Voluntary
Termination or Termination for Cause.  In the case of a
termination of Executive by Voluntary Termination of employment hereunder, in
accordance with Section 6.2 above, or
a termination of Executive’s employment hereunder through Termination For Cause
in accordance with Section 6.4 above,
Executive shall not be entitled to receive payment of, and the Company shall
have no obligation to pay, any severance or similar compensation attributable to
such termination, other than Base Salary earned but unpaid (including any amount
that has been accrued pending the completion of financings pursuant to Section 3.1), accrued
but unused vacation to the extent required by the Company’s policies, any
non-reimbursed expenses incurred by Executive as of the Termination Date that
were not approved by the Board, or any amounts payable upon termination of
employment under any employee benefit plan of the Company.  Any
expenses that are approved by the Board or are incurred in accordance with Section 3.3 shall be
paid in cash in a lump sum not later than thirty (30) days after the Termination
Date, except as otherwise provided in any employee benefit plan.

     

    7.2           Termination
for Death or Disability.  In the case of a
termination of employment for Death or Disability in accordance with Section 6.1 above,
the Executive (or a representative of his estate), shall receive (i) accrued but
unused vacation to the extent required by the Company’s policies, (ii) any
non-reimbursed expenses incurred by Executive as of the Termination Date that
were approved by the Board, (iii) any amounts payable upon termination of
employment under any employee benefit plan of the Company (the “Accrued
Obligations”).  Accrued
Obligations shall be payable in cash in a lump sum not later than thirty (30)
days after the Termination Date, except as otherwise provided in any employee
benefit plan.  In addition, Executive shall receive an amount equal to
Executive’s target annual bonus for the year in which the Termination Date
occurs prorated on a daily basis to the Termination Date, which shall be paid in
cash within thirty (30) days of the Termination Date and all shares of Incentive
Stock not yet vested shall vest in full on the Termination Date.

     

    7.3           Termination
Without Cause or Resignation for Good Reason.  In the case of a
termination of Executive’s employment hereunder without Cause pursuant to Section 6.5, or
resignation for Good Reason pursuant to Section 6.3,
Executive shall receive (i) the Accrued Obligations, (ii) an amount equal to the
sum of six months Base Salary as in effect on the Termination Date (iii) plus
the target bonus prorated to the Termination Date for the year in which the
Termination Date occurs, which shall be paid in cash within thirty (30) days of
the Termination Date, and (iv) executive level career transition assistance
services by an outplacement firm designated by the Executive up to a maximum of
twelve (12) months, but in no event to exceed a total of Ten thousand Dollars
($10,000.00).

     

    7.4           Compliance
with Code Section 409A.  To the extent
required by Section 409A of the Internal Revenue Code, any amount that would
otherwise be payable within six months following Executive’s termination of
employment shall be paid instead on the date that is six months following his
termination of employment, with interest from the date on which such amount
would otherwise have been paid at the prime rate of interest published in the
Wall Street Journal from time to time.

     

    8. Release of
Claims


    Upon a
termination of employment, other than a Termination For Cause, the Company and
the Executive shall execute mutual releases of all claims against each other,
except for claims for any violation of law, in a form reasonably satisfactory to
both parties.

     

    9. Non-competition,
Non-solicitation.

     

    9.1           Non-Competition.  As
a stipulated condition of employment, Executive agrees that he shall not, during
the Employment Term and for twelve (12) months subsequent thereto, without both
the disclosure to and the written approval of the Board of the Company, directly
or indirectly, engage or be interested in (whether as a principal, lender,
employee, officer, director, partner, venturer, consultant or otherwise) any
business(es) that is competitive with the business of the Company or any company
affiliated with the Company.  This section 9.1 shall not apply in the
event of Executive’s Resignation for Good Reason or Termination Without
Cause.

     

    9.2           Direct
Interests.  Executive also represents that during the term of
this Agreement, he will promptly disclose to the Board of the Company, complete
information concerning any direct or indirect interest that he holds, if any, in
any business which provides service(s) and/or product(s) to the Company (whether
as a principal, stockholder, lender, employee, Director, Officer, partner,
venturer, consultant or otherwise).

     

    9.3           Non-Solicitation. Executive agrees that
he will not, for a period of twelve (12) months following the Termination Date,
contact or solicit orders, sales or business from any customer of the
Company.

     

    10. Inventions, Discoveries and
Improvements.

     

    Any and
all invention(s), discovery(ies) and improvement(s), whether protectible or
unprotectible by Patent, trademark, copyright or trade secret, made, devised, or
discovered by Executive, whether by Executive alone or jointly with others, from
the time of entering the Company’s employ until the earlier of the Termination
Date of this Agreement or the actual date of termination of employment, relating
or pertaining in any way to Executive’s employment with the Company, shall be
promptly disclosed in writing to the Board of the Company, and become and remain
the sole and exclusive property of the Company.  Executive agrees to
execute any assignments to the Company, or its nominee, of the Executive’s
entire right, title, and interest in and to any such inventions, discoveries and
improvements and to execute any other instruments and documents requisite or
desirable in applying for and obtaining Patents, trademarks or copyrights at the
cost of the Company, with respect thereto in the United States and in all
foreign countries, that may be requested by the Company.  Executive
further agrees, whether or not then in the employment of the Company, to
cooperate to the fullest extent and in the manner that may be reasonably
requested by the Company in the prosecution and/or defense of any suit(s)
involving claim(s) of infringement and/or misappropriation of proprietary rights
relevant to Patent(s), trademark(s), copyright(s), trade secret(s), processes,
and/or discoveries involving the Company’s product(s); it being understood that
all reasonable costs and expenses thereof shall be paid by the
Company.  The Company shall have the sole right to determine the
treatment of disclosures received from Executive, including the right to keep
the same as a trade secret, to use and disclose the same without a prior Patent
Application, to file and prosecute United States and foreign Patent
Application(s) thereon, or to follow any other procedure which the Company may
deem appropriate.  In accordance with this provision, Executive
understands and is hereby further notified that this Agreement does not apply to
an invention which the employee developed entirely on his own time without using
the Company’s equipment, supplies, facilities, or trade secret
information.

     

    11. Proprietary Information and
Trade Secrets.

     

    11.1           Confidential
Company Property. Executive hereby
acknowledges that all trade, engineering, production, and technical data,
information or “know-how” including, but not limited to, customer lists, sales
and marketing techniques, vendor names, purchasing information, processes,
methods, investigations, ideas, equipment, tools, programs, costs, product
profitability, plans, specifications, Patent Application(s), drawings,
blueprints, sketches, layouts, formulas, inventions, processes and data, whether
or not reduced to writing, used in the development and manufacture of the
Company’s products and/or the performance of services, or in research or
development, are the exclusive secret and confidential property of the Company,
and shall be at all times, whether after the Effective Date or after the
Termination Date, be kept strictly confidential and secret by
Executive.

     

    11.2           Return
of Property.  Executive agrees
not to remove from the Company’s office or copy any of the Company’s
confidential information, trade secrets, books, records, documents or customer
or supplier lists, or any copies of such documents, without the express written
permission of the Board of the Company.  Executive agrees, at the
Termination Date, to return any property belonging to the Company, including,
but not limited to, any and all records, notes, drawings, specifications,
programs, data and other materials (or copies thereof) pertaining to the
Company’s businesses or its product(s) and service(s), generated or received by
Executive during the course of his employment with the Company.

     

    11.3           Non-Disclosure.  Executive
represents and agrees that during the term of this Agreement, and after the
Termination Date, he will not report, publish, disclose, use, or transfer to any
person(s) or entity(ies) any property or information belonging to the Company
without first having obtained the prior express written consent of the Company
to do so; it being understood, however, that information which was publicly
known, or which is in the public domain, or which is generally known, shall not
be subject to this restriction.

     

    12. Information of
Others.

     

    Executive
agrees that the Company does not desire to acquire from Executive any secret or
confidential information or “know-how” of others.  Executive,
therefore, specifically represents to the Company that he will not bring to the
Company any materials, documents, or writings containing any such
information.  Executive represents and warrants that from the
Effective Date of this Agreement he is free to divulge to the Company, without
any obligation to, or violation of, the rights of others, information, practices
and/or techniques which Executive will describe, demonstrate or divulge or in
any other manner make known to the Company during Executive’s performance of
services.  Executive also agrees to indemnify and hold the Company
harmless from and against any and all liabilities, losses, costs, expenses,
damages, claims or demands for any violation of the rights of others as it
relates to Executive’s misappropriation of secrets, confidential information, or
“know-how” of others.

     

    13. Notice.

     

    All
notices and other communications under this Agreement shall be in writing and
shall be delivered personally or mailed by registered or certified mail, return
receipt requested, and shall be deemed given when so delivered or mailed, to a
party at his or its address as follows (or at such other address as a party may
designate by notice given hereunder):

    


    


     

    


    If to
Executive:                                                      Kenneth
R. Bennett

    2150 Ewin Dr.

    Prescott,
AZ  86305

    


    


    If to the
Company:                                                                Better
Biodiesel, Inc.

    601 Union
Street, Suite 4500,

                Seattle,
WA 98101

    


    


    With a
copy
to:                                                      David
M. Otto

    The Otto Law Group, PLLC

    601 Union Street, Suite
4500

    Seattle, WA 98101

    


    14. Resolution of
Disputes.

     

    Any
controversy between the Company and Executive arising out of or relating to any
of the terms, provisions or conditions of this Agreement shall first be
attempted to be resolved informally between the parties. In the even the parties
are not able to resolve the controversy informally within 10 days; the matter
shall be mediated, with each party appointing a mediator for said purpose. If,
within 20 days of the appointment of mediators the parties continue to be unable
resolve their controversy, the matter shall be submitted to arbitration in
accordance with the American Arbitration Association’s National Arbitration
Rules for the Resolution of Employment Disputes.  Only a person who is
a practicing lawyer admitted to a state bar may serve as the
arbitrator.  On the written request of either party for arbitration of
such a claim pursuant to this paragraph, the Company and Executive shall both be
deemed to have waived the right to litigate the claim in any federal or state
court.  The expenses of arbitration and reimbursement of a prevailing
party’s reasonable legal fees and expenses shall be as determined by the
arbitrator in the arbitrator’s sole discretion.  Any result reached by
the arbitrator shall be binding on all parties to the arbitration, and no appeal
may be taken.  It is agreed that any party to any award rendered in
such arbitration proceeding may seek a judgment upon the award and that judgment
may be entered thereon by any court having jurisdiction.  The
arbitration shall be conducted at either the Executive’s principal place of
residence or the Company’s principal place of business, or at such other
location as the parties may mutually agree. The parties agree that the required
attempts at informal resolution and mediation shall constitute mandatory
conditions precedent to application of the arbitration provisions set forth
herein.

     

    15. Miscellaneous.

     

    15.1. Post
Termination Obligations.  Notwithstanding
the termination of Executive’s employment hereunder, the provision(s) of Section(s) 4.3, 5, 9,
10, 11, and 14 shall survive the Termination Date.

     

    15.2. No
Assignment.  This Agreement
shall not be assignable.  Further, Executive understands and agrees
that this Agreement is exclusive and personal to him only, and, as such, he will
neither assign nor subcontract all or part of his undertaking(s) or
obligation(s) under the terms of this Agreement.

     

    15.3. Entire
Agreement.  Each party
acknowledges that this Agreement constitutes the entire understanding between
them, and that there are no other written or verbal agreement(s) or
understanding(s) between them other than those set forth herein; it being
understood that no amendment(s) to this Agreement shall be effective unless
reduced to writing and signed by each party hereto.

     

    15.4. Severability.  In the event
that any provision of this Agreement shall be determined to be unenforceable or
otherwise invalid, the balance of the provision(s) shall be deemed to be
enforceable and valid; it being understood that all provision(s) of this
Agreement are deemed to be severable, so that unenforceability or invalidity of
any single provision will not affect the remaining provision(s).

     

    15.5. Headings.  The Section(s)
and paragraph heading(s) in this Agreement are deemed to be for convenience
only, and shall not be deemed to alter or affect any provision
herein.

     

    15.6. Interpretation
of Agreement.  This Agreement
shall be interpreted in accordance plain meaning of its terms and under the laws
of the State of Washington.

     

    15.7. Variation.  Any changes in
the Sections relating to salary, bonus, or other material condition(s) after the
Effective Date of this Agreement shall not be deemed to constitute a new
Agreement.  All unchanged terms are to remain in force and
effect.

     

    15.8. Unenforceability.  The
unenforceability or invalidity of any provision(s) of this Agreement shall not
affect the enforceability and/or the validity of the remaining
provision(s).

     

    15.9. Collateral
Documents.  Each party
hereto shall make, execute and deliver such other instrument(s) or document(s)
as may be reasonably required in order to effectuate the purposes of this
Agreement.

     

    15.10. Non-Impairment.  This Agreement
may not be amended or supplemented at any time unless reduced to a writing
executed by each party hereto.  No amendment, supplement or
termination of this Agreement shall affect or impair any of the rights or
obligations which may have matured thereunder.

     

    15.11. Execution.  This Agreement
may be executed in one or more counterpart(s), and each executed counterpart(s)
shall be considered by the parties as an original.  This Agreement may
be executed via facsimile.

     

    15.12. Legal
Counsel.  Executive
represents to the Company that he has retained legal counsel of his own
choosing, or was given sufficient opportunity to obtain legal counsel prior to
executing this Agreement.  Executive also represents that he has read
each provision of this Agreement and understands its meaning.

     

    15.13. Transition.  In the event
that Executive’s employment with the Company terminates, Executive shall,
through the last day of employment, and at the Company’s request, use
Executive’s reasonable best efforts (at the Company’s expense) to assist the
Company in transitioning Executive’s duties and responsibility responsibilities
to Executive’s successor and maintaining the Company’s professional relationship
with all customers, suppliers, etc.  Without limiting the generality
of the foregoing, Executive shall cooperate and assist the Company, at the
Company’s direction and instruction, during the transition period between any
receipt of or giving of notice of the termination of employment and the final
day of employment.

     

    IN
WITNESS WHEREOF, the parties hereto have set their hands and seals this
__________ day of January 2008.

    


    
      	
              BETTER
      BIODIESEL, INC.

               

                                            

              By:
      David M. Otto

              Its:
      Director

            
	
               

              EXECUTIVE

               

              _____________________________________

              By:
      Kenneth R. Bennett, Individually