Unassociated Document


    AMENDMENT
TO EMPLOYMENT AGREEMENT

    


       This Amendment (the “Amendment”) is made
as of this 16th day of
March 2010 to that certain Employment Agreement, effective as of September 7,
2007 (the “Employment
Agreement”), by and between Global Clean Energy Holdings, Inc., a Utah
corporation f/k/a Medical Discoveries, Inc. (the “Company”), and
Richard Palmer (hereinafter, “Executive,” and
collectively with the Company, the “Parties”).

    


    W I T N E S S E T H:

     

      
WHEREAS, Section 1.3 of the Employment Agreement currently provides for an
employment term expiring on September 30, 2010; and

     

       WHEREAS, the parties
desire to amend the Employment Agreement to, among other things, extend the term
thereof.

    


      
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth,
the parties hereto agree as follows:

     

    1.            Term of Employment
Agreement.  Section 1.3 of the Employment Agreement is hereby
amended and restated in its entirety to read as follows:

     

      
“1.3.                      Term.                      Unless
otherwise terminated earlier in accordance with the provisions of this
Agreement, Executive’s employment with the Company shall commence on the
Effective Date, and end on September 30, 2012 (the “Term”); provided, however, that the
Term shall be automatically renewed for successive one-year periods thereafter
on the same terms and conditions set forth herein unless either Party provides
the other with written notice of its intention not to renew the Term at least
ninety (90) days prior to the end of the then-current term.”

    


    2.            Renewal
Option.  Concurrently with the execution of this Amendment, the
Company shall grant Executive an option (the “Renewal Option”) to
purchase 12,000,000 shares of the Company’s common stock at an exercise price of
$0.02 per share.  The Renewal Option shall vest according to the
schedule set forth below, and will expire ten (10) years after the date of
grant:

     

    2.1.          At
such time as when the Company’s Market Capitalization first reaches $30 million,
the Renewal Option shall vest with respect to initial 6,000,000 shares of the
Company’s common stock subject thereunder; and

     

    2.2.          At
such time as when the Company’s Market Capitalization first reaches or exceeds
$60 million, the Renewal Option shall vest with respect to the remaining
6,000,000 shares of the Company’s common stock subject thereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

      
For purposes of this Agreement, the term “Market
Capitalization” shall mean the product of the (x) the number of shares of
common stock issued and outstanding at the time Market Capitalization is
calculated, multiplied by (y) the average closing price of the common stock for
the twenty (20) consecutive trading days prior to the date of calculation of
Market Capitalization as reported on the principal securities trading system on
which the Company’s common stock is then listed for trading, including the Pink
Sheets, the NASDAQ Stock Market, the OTC Bulletin Board, or any other applicable
stock exchange.

    


    3.            Notices.  Any
notice provided for herein shall be in writing and shall be deemed to have been
given or made (a) when personally delivered or (b) when sent by telecopier and
confirmed within 48 hours by letter mailed or delivered to the party to be
notified at its or his/hers address set forth herein; or three (3) days after
being sent by registered or certified mail, return receipt requested, (or by
equivalent currier with delivery documentation such as FEDEX or UPS) to the
address of the other party set forth or to such other address as may be
specified by notice given in accordance with this section 3:

     

    


     

    
      	
              If
      to the Company:

            	
              Global
      Clean Energy Holdings, Inc.

              6033
      W. Century Blvd., Suite 895

              Los
      Angeles, CA 90045

              Telephone:
      (310) 641-4234

              Attention:    Chairman
      of the Board

               

            
	
              With
      a copy (which shall not

              constitute
      notice) to:

               

            	
              TroyGould
      PC

              1801
      Century Park East, 26th
      Floor

              Los
      Angeles, CA 90067

              Attention:
      Istvan Benko, Esq.

              Facsimile:  (310)
      789-1405

            
	
              If
      to Executive:

            	
              Richard
      Palmer

              3806
      Newton Street

              Torrance,
      CA 90505

              Telephone:  (310)
      378-8529

              Facsimile:  (310)
      378-7620

            
	
              With
      a copy (which shall not

              constitute
      notice) to:

               

            	
              Eileen
      Darroll, Esq.

              Palmer
      Darroll Law Offices

              2940
      Westwood Blvd, 2nd Floor

              Los
      Angeles, CA 90064

              Telephone:  (310)
      474-2193

              Facsimile:  (310)
      474-5151

            


    

    


     

    4.            No Further
Changes.   All other provisions of the Employment
Agreement shall remain in full force and effect after the execution of this
Amendment.

     

    


     

    [Signature page
follows]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

       IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written above.

    


    


    
      	
              GLOBAL
      CLEAN ENERGY HOLDINGS, INC.

            	
              EXECUTIVE

            
	 	 
	
              By:
      By: /s/ DAVID
      WALKER

               

            	
              By:
      By:

            	
              /s/ RICHARD
      PALMER

              
                Richard
      Palmer

              

            
	
              Its:
      Chairman of the Board of Directors