**Exhibit 10.2**

REDD Engagement Letter

[BETTER BIODIESELLOGO]1400 West 400 NorthPh: (801) 990-2810Fax: (801) 225-8635www.betterbiodiesel.comE-mail: info@betterbiodiesel.com

November 15, 2006

Mr. Lowry Redd, PEPresidentREDD Engineering & Construction, Inc.1600 West 2200 South, Suite 107Salt Lake City, Utah 84119

Dear Mr. Redd,

This EngagementLetter (the “Letter”) confirms the understanding by which Better Biodiesel,Inc. (“BBD”) has engaged REDD Engineering & Construction, Inc. (“REDD”),and REDD has agreed to be engaged by BBD, to perform the engineering andconsulting services (the “Services”) reflected in REDD’s October 5, 2006 letterto BBD, attached hereto as Exhibit A. Hereinafter, REDD and BBD shall becollectively referred to as the “Parties”.

As evidenced by myemail to you confirming the Notice to Proceed and subsequently, the check forTwenty Thousand Dollars ($20,000.00) which BBD sent REDD last month as aretainer for the Services, BBD desires to move forward with the relationship.As discussed and agreed, the Parties expect to work together to prepareadditional formalized agreements for each major addition or change to this workscope in order to facilitate the various phases of program development,including, but not limited to: Study, Design / Engineering, Permitting,Procurement / Fabrication, Construction / Commissioning / Startup, Operationsand Maintenance, and Process and Facility Upgrade.

Also enclosedhereto as Exhibit B is the budget cost estimate sheet prepared by REDD,representing the current estimate of capital costs for a standard package, 10million gallons per year (“gpy”) module of the process and components asinvented by BBD.

The Partiesacknowledge their mutual intent to work together to timely perform the tasks tobe outlined in the various project correspondence and plans, including timelypayment of all obligations by BBD, in order to meet BBD targets for scope,schedule and budget.

This Letter may beexecuted by facsimile and in one or more counterparts, all of which takentogether shall constitute one and the same instrument.

IN WITNESSWHEREOF, and intending to be legally bound hereby, the Parties have eachexecuted and delivered this Letter as of the day and year first above written.
| REDD ENGINEERING &  CONSTRUCTION, INC. |
|--------------------------------------------|
|                                       |
| /s/ Lowry Redd                             |   |
| By:                                        | Lowry Redd, PE |   |
| Title:                                     | President |   |

 

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| BETTER BIODIESEL, INC. |
|------------------------|
|                   |   |
|                   |   |
| /s/ Ron Crafts         |   |
| By:                    | Ron Crafts |
| Title:                 | Chief Executive Officer |
|                   |   |
|                   |   |
| Cc:                    | F. Briton McConkie |
|                   | Peter Kristensen |
|                   | David Otto |
|                   |   |
| Encl:                  | October 5, 2006  letter from Lowry Redd to Ron Crafts (Exhibit A) |
|                   | REDD Standard  Terms & Conditions and Billing Rate Schedule (Exhibit A) |
|                   | Budget Cost  Estimate Sheet (Exhibit B) |
|                        |  |  |

 

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