Consulting
Agreement





This Consulting Agreement
(the “Agreement”), dated this 1st day of September 2011, (the “Effective Date”) is by and
between Colombia Clean Power & Fuels, Inc., a Nevada corporation (hereinafter referred to as the “Company”),
and Edward P Mooney, an individual residing in the State of California (hereinafter referred to as the “Service Provider”).



Recitals:



A.	The Company had
previously engaged the Service Provider as the Chief Executive Officer of the Company and had entered into an employment agreement
dated July 1, 2010, as amended (the “Employment Agreement”) under which the Service Provider provided services
to the Company as an employee.



B.	Effective August
26, 2011, the Company engaged a new Chief Executive Officer and the Service Provider ceased providing services as the CEO.



C.	The Company desires
to terminate the Employment Agreement and to enter into this consulting arrangement with the Service Provider to provide certain
consulting services for the Company as set forth in this Agreement.



D.	The Service Provider
is in the business of providing such consulting services and has agreed to provide the services on the terms and conditions set
forth in this Agreement.



E.	The Service Provider
is also a director of the Company and it is intended that the compensation paid to the Service Provider as set forth herein will
compensate him for the services provided as a director.



Now,
therefore, in consideration of the faithful performance of the obligations set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Service Provider and the Company hereby agree
as follows.



1.	Engagement.
The Company hereby engages the Service Provider, and the Service Provider hereby accepts the engagement, to provide certain consulting
services for the Company subject to and in compliance with the terms and conditions of this Agreement. At the request of the Company,
the Service Provider shall serve on and chair the compensation committee of the Board of Directors.



2.	Term of Service.
The Company hereby retains the Service Provider for a period of two (2) years beginning as of the Effective Date and continuing
until and through August 31, 2013, unless further extended or sooner terminated as provided in Section 7 below (the “Term”).
Any extended term shall be “at will” and may be terminated at any time with or without cause by either party. The Term
and any extension thereof shall be referred to herein as the “Consulting Period.”



3.	Services to
Be Provided.



a.	Services. During
the Consulting Period the Service Provider shall provide the following services to the Company (the “Services”):













(i)	Assist in
certain investor relations, public relations, and corporate communication efforts of the Company in conjunction with the CEO, CFO
and other employees and consultants;

(ii)	Aid the
new CEO during a transition period in his duties and obligations as the chief executive officer and president of the Company;

(iii)	Assist
management in the development and implementation of an overall corporate social responsibility program consistent with legal requirements
in the Republic of Colombia;

(iv)	Aid and
assist the Company in the Company’s efforts to secure financing by assisting in the development of offering materials, presentations;

(v)	Participation
in standing or special committees of the company and/or the board of directors as requested by management; and

(vi)	Provide
such additional services to which the parties may agree in writing.



b.	Manner of Services
Provided. The Service Provider agrees that the Services will be rendered in a “workmanlike manner,” consistent
with the manner of performance by other consultants providing the same or similar services as being rendered hereunder. The Service
Provider shall coordinate all Services performed under this Agreement with the Chairman.



4.	Devotion of
Time. During the Consulting Period, the Service Provider shall expend adequate working time to perform the Services; shall
devote his reasonable commercial efforts, energy and skill to the services of the Company and the promotion of its interests; and
shall not take part in activities detrimental to the best interests of the Company. Nothing in this Agreement shall preclude the
Service Provider during the term of this Agreement from engaging, directly or indirectly, in any business activity which is not
competitive with the then existing business of the Company; provided that nothing in this Agreement shall prohibit the Service
Provider from providing services to LIFE Power & Fuels, LLC or any of its affiliates.



5.	Service Provider
Not a Broker-Dealer. The Company acknowledges that the Service Provider is not licensed as a broker-dealer under applicable
federal and state securities laws. Consequently, none of the investor relations or other Services hereunder are intended to be
those of a broker-dealer.



6.	Compensation.
In consideration for services provided by the Service Provider to the Company as a consultant and as a member of the Board of Directors,
the Company shall provide the following compensation to Service Provider:



a.	Compensation as
a Service Provider. In consideration of the Services to be rendered hereunder, the Company agrees to pay the Service Provider
a fee of $2,500 per month during the Term of this Agreement, commencing with a payment on September 1, 2011. The fee shall be paid
to Service Provider on a monthly basis as determined by the Company. Fees earned during any partial month shall be adjusted on
a pro rata basis by the number of days during such month.



b.	Compensation as
a Director. So long as the Service Provider shall serve as a director of the Company, the Company shall pay him a director’s
fee of $1,500 per month for all services provided as a director of the Company, including attendance at regular or special meetings
of the Board of Directors, but excluding out-of-pocket expenses incurred by the Service Provider for travel or other related expenses
as a director, commencing with a payment on September 1, 2011.



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c.	Reimbursable Expenses.
The Company agrees to reimburse the Service Provider for all direct expenses authorized by the Company incurred during the Term
of this Agreement and related to providing the Services. The Service Provider shall submit invoices for such expenses and shall
provide such supporting information and documentation as the Company may reasonably request in accordance with Company policy and
the requirements of the Internal Revenue Code. The Company shall pay such invoices within ten (10) days of receipt.



7.	Termination
and Extension. The Term shall be sooner terminated or further extended under the following circumstances:



a.	Termination for
Cause. The Company shall be entitled, with or without prior notice, to terminate this Agreement for cause, in which case no
consulting fees or other compensation payable pursuant to Section 6(a) (other than such fees that have already been earned by Service
Provider) shall be payable to Service Provider after such termination. “Cause” means Service Provider’s (i) gross
negligence in the performance or non-performance of any material duties to the Company; (ii) commission of any material criminal
act or fraud or of any act that affects adversely the reputation of the Company; (iii) habitual neglect of his duties that he is
required to perform under this Agreement; (iv) dishonesty; or (v) gross misconduct. Such termination shall not prejudice any other
remedy under law or equity of the Company and the failure of the Company to terminate Service Provider when cause exists shall
not constitute the waiver of the Company’s right to terminate this Agreement at a later time. Termination under this Section
shall be considered “for cause” for purposes of this Agreement.



b.	Extension of
Term. The initial Term may be further extended with the express authorization of the Company’s Board of Directors and
Service Provider. Any extended term may be terminated at any time at the will of the Board of Directors, with or without cause.



c.	Mutual Consent.
The parties hereto may mutually agree to terminate this Agreement at any time subject to such terms and conditions as to which
the parties shall agree in writing.



8.	Confidential
Information. Service Provider recognizes and acknowledges that certain information, including, but not limited to, information
pertaining to the financial condition of the Company, its systems, methods of doing business, agreements with customers or suppliers,
or other aspects of the business of the Company or which are sufficiently secret to derive economic value from not being disclosed
(hereinafter “Confidential Information”) may be made available or otherwise come into the possession of the
Service Provider by reason of this engagement with the Company. Accordingly, the Service Provider agrees that neither he nor any
agent, employee, or representative will (either during or after the term of this Agreement) disclose any Confidential Information
to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever or make use to his, its or
their personal advantage or to the advantage of any third party, of any Confidential Information, without the prior written consent
of the Company. The parties hereto agree that the provisions of this Section shall not apply with respect to any information that
the Service Provider can document (i) is or becomes (through no improper action or inaction by the Service Provider or any affiliate,
agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it without any limitation
on use or disclosure prior to the Effective Date. Service Provider shall, upon termination of this engagement, return to the Company,
and shall cause his agents, employees, and representatives to return to the Company, all documents which reflect Confidential Information
(including copies thereof). Notwithstanding anything heretofore stated in this paragraph, the Service Provider’s obligations
under this Agreement shall not, after termination of Service Provider’s engagement with the Company, apply to information
which has become generally available to the public without any action or omission of the Service Provider (except that any Confidential
Information which is disclosed to any third party by an employee or representative of the Company who is authorized to make such
disclosure shall be deemed to remain confidential and protectable under this provision).



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9.	Trading Practices.
So long as the Service Provider is in possession of any material non-public information of the Company, the Service Provider shall
not, directly or indirectly engage in the purchase or sale the common stock of the Company; provided that Service Provider may
sell shares under a 10b5-1 plan during such period. In addition, the Service Provider agrees to comply with any trading policies
hereafter adopted by the Company applicable to management, employees, or consultants to the Company. During the Term of this Agreement,
and for a period of one year after the termination of this Agreement, the Service Provider shall not, directly or indirectly, engage
in any short selling activities of the common stock of the Company.



10.	Indemnification
of Service Provider.



a.	Indemnification.The Company covenants and agrees to defend, indemnify and hold harmless the Service Provider from and against any damages (including
reasonable attorneys’, accountants’, and experts’ fees, disbursements of counsel, and other related costs and
expenses) arising out of or resulting from: (A) any inaccuracy in or breach of any representation or warranty made by the Company
in this Agreement; or (B) the failure by the Company to perform or observe any covenant, agreement or condition to be performed
or observed by it pursuant to this Agreement.



b.	Third Party Claims.



(i)	If any party entitled to be indemnified
pursuant to Paragraph (a) of this Section (an “Indemnified Party”) receives notice of the assertion by any third
party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration,
hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal
from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with
respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification,
the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable
Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying
Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure.



(ii)	The Indemnifying Party shall have
thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and
at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection
therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense
through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably
withheld), provided that the fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bi) the Indemnifying
Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent. So long as the Indemnifying Party
is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without
the Indemnifying Party’s consent, which consent shall not be unreasonably withheld.



(iii)	If the Indemnifying Party does
not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense
of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the
Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying
Party of any compromise or settlement of any such Indemnifiable Claim.



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c.	Indemnification Non-Exclusive.
The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common-law
remedy any party may have for breach of representation, warranty, covenant or agreement.



11.	Independent
Contractor. Service Provider agrees that in performing this Agreement, he is acting as an independent contractor and not
as an employee, representative, or agent of the Company and shall provide all facilities and equipment necessary to fulfill his
obligations hereunder. As an independent contractor, the Service Provider shall make no representation as an agent or employee
of the Company, shall have no authority to bind the Company or incur other obligations on behalf of the Company, and shall not
be eligible for any benefits which the Company may provide to its employees. Likewise, the Company shall have no authority to bind
or incur obligations on behalf of the Service Provider. All persons hired or retained by Service Provider to perform this Agreement,
including, but not limited to, his employees, representatives, and agents, shall be employees or contractors of the Service Provider
and shall not be construed as employees or agents of the Company in any respect. The Service Provider shall be responsible for
all taxes, insurance and other costs and payments legally required to be withheld or provided in connection with Service Provider’s
performance of this Agreement, including without limitation, all withholding taxes, worker’s compensation insurance, and
similar costs. The Service Provider shall abide by all laws, rules, and regulations pertaining to the Services to be provided hereunder.



12.	Miscellaneous
Provisions.



a.	Notice. All
notices required or permitted hereunder shall be in writing and shall be deemed effective: (i) upon personal delivery; (ii) in
the case of delivery by mail within the continental United States, on the fourth (4th) business day after such notice
or other communication shall have been deposited in the mail, postage prepaid, return receipt requested; (iii) when sent by either
facsimile or email at the applicable facsimile number or email address set forth below upon confirmation of transmission or receipt
of mailing; or (iv) in the case of delivery by internationally recognized overnight delivery service, when received, addressed
as follows:



If to the Company
to:

One Embarcadeo Center,
Suite 500 94111

Attn: Chief Financial
Officer

FAX: (415)
532-1357

Email: jflores@colombiacleanpower.com



With a copy (which
shall not constitute notice) to:

Ronald N. Vance

Attorney at Law

1656 Reunion Avenue

Suite 250

South Jordan, UT 84095

FAX: (801) 446-8802

Email: ron@vancelaw.us



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If to the Service
Provider, to:

Edward P
Mooney

245 Sir Francis
Drake Blvd

San Anselmo CA
94960

FAX: (415) 532-1357

Email: edwardpmooney@aol.com



or to such other address or addresses, facsimile
number or numbers, or email address or addresses as either party shall designate to the other in writing from time to time by like
notice.



b.	Entire Agreement;
Modification; Waiver. This Agreement constitutes the entire agreement between or among the parties pertaining to the subject
matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties.
No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by all the parties or the
applicable parties to be bound by such amendment. No waiver of any of the provisions of this Agreement will constitute a waiver
of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless
executed in writing by the party making the waiver. Notwithstanding the foregoing, the parties hereto expressly terminate the Employment
Agreement effective May 1, 2011, and the Service Provider expressly waives any right to any Termination Payment (as defined in
the Employment Agreement) as provided in Section 13(b) of the Employment Agreement or otherwise and to any performance compensation
as provided in Section 6(b) of the Agreement.



c.	Survival of Covenants,
Etc. All covenants, representations and warranties made herein shall survive the making of this Agreement and shall continue
in full force and effect for a period of two years from the termination date of this Agreement, at the end of which period no claim
may be made with respect to any such covenant, representation, or warranty unless such claim shall have been asserted in writing
to the indemnifying party during such period.



d.	Assignment.
This Agreement, as it relates to the engagement of the Service Provider, is a personal contract and the rights and interests of
the Service Provider hereunder may not be sold, transferred, assigned, pledged or hypothecated, without the prior written consent
of the Company, which consent may be withheld for any reason.



e.	Binding on Successors.
This Agreement will be binding on, and will inure to the benefit of, the parties to it and their respective successors, and assigns.



f.	Governing Law.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California applicable to contracts
made and to be performed in such State, without reference to the choice of law principals thereof.



g.	Arbitration.
In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof,
the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. If the dispute cannot
be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by
the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or
some other dispute resolution procedure. Any unresolved controversy or claim arising from or relating to this contract or breach
thereof shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
If all parties to the dispute agree, a mediator involved in the parties’ mediation may be asked to serve as the arbitrator.
The arbitrator selected by the claimant and the arbitrator selected by respondent shall, within ten days of their appointment,
select a third neutral arbitrator. In the event that they are unable to do so, the parties or their attorneys may request the American
Arbitration Association to appoint the third neutral arbitrator. Prior to the commencement of hearings, each of the arbitrators
appointed shall provide an oath or undertaking of impartiality. The place of arbitration shall be the City of San Francisco, State
of California. The prevailing party shall be entitled to an award of reasonable attorney fees. Each party shall bear its own costs
and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. Except as may be required by
law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the
prior written consent of both parties.



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h.	Preliminary Relief.
Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is
otherwise resolved. Either party also may, without waiving any remedy under this agreement, seek from any court having jurisdiction
any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment
of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy).



i.	Rights Are Cumulative.
The rights and remedies granted to the parties hereunder shall be in addition to and cumulative of any other rights or remedies
either may have under any document or documents executed in connection herewith or available under applicable law. No delay or
failure on the part of a party in the exercise of any power or right shall operate as a waiver thereof nor as an acquiescence in
any default nor shall any single or partial exercise of any power or right preclude any other or further exercise thereof or the
exercise of any other power or right.



j.	Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the
parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the parties
if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.



k.	Drafting. This
Agreement was drafted with the joint participation of the parties and/or their legal counsel. Any ambiguity contained in this Agreement
shall not be construed against any party as the draftsman, but this Agreement shall be construed in accordance with its fair meaning.



l.	Headings. The
descriptive headings of the various paragraphs or parts of this Agreement are for convenience only and shall not affect the meaning
or construction of any of the provisions hereof.



m.	Number and Gender.
Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular
and the plural, and pronouns stated in either the masculine, the feminine, or the neuter gender shall include the masculine, feminine,
and neuter.



n.	Counterparts; Facsimile
Execution. This Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed
to constitute one instrument. Delivery of an executed counterpart of this Agreement by facsimile or email shall be equally as effective
as delivery of a manually executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement
by facsimile or email also shall deliver a manually executed counterpart of this Agreement, but the failure to deliver a manually
executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement.



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o.	Full Knowledge.
By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions of this
Agreement, that each party has had the benefit of counsel, or has been advised to obtain counsel, and that each party has freely
agreed to be bound by the terms and conditions of this Agreement.



Signature
Page Follows

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Signature
Page





In
Witness Whereof, each of the parties hereto, thereunto duly authorized, has executed this Agreement the respective day and
year set forth below.





|Company:                 | Colombia
Clean Power & Fuels, Inc.
|------------------------ | ----------------------------------
|                         |                                   
|                         |                                   
|Date: September 15, 2011 | By                                
|                         | Name: Ronald G. Stovash           
|                         | Title: CEO                        
|                         |                                   
|                         |                                   
|Service Provider:        |                                   
|                         |                                   
|                         |                                   
|Date: September 15, 2011 | /s/ Edward P Mooney               
|                         | Edward P Mooney, as an individual 



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