PRIVILEGED & CONFIDENTIAL


 


December 26, 2013


 


 


Mr. Harry Bagot


US Fuels Corporation


277 White Horse Pike


Ste.200


Atco, N.J. 08004


 


 


Dear Mr. Bagot:


 


I am pleased to submit this proposal for consulting services
to US Fuels Corporation (“Client”). This proposal sets the procedures and terms and conditions for engagement of consulting
services (the “Services”) to be performed by me (“Consultant”) in connection with US Fuels Corporation’s
proposed FT-refinery.


 


 



 


SCOPE OF SERVICES


 


 



The Client is developing a project with a nominal capacity
of 1,000 BPD of liquid transportation fuels (naphtha, jet fuel and diesel), to be constructed in distinct Phases, on sites yet
to be determined.


 


Subject to further discussion with Client, the Services will
include the following:


 


Standards of Performance


All work performed shall be performed by Consultant in a prudent,
cost-effective, professional, efficient and timely manner in accordance with all applicable legal requirements and laws applicable
to it.


 


Development Services


During the Development Term of this Agreement, and at the direction
of the Client, Consultant shall perform and/or coordinate and manage the development services for the Project including the following
services (collectively, the “Development Services”):


(a)Lobbying; Regulatory;
Permits. Consultant shall consult with Client and manage the Project’s regulatory and lobbying affairs, including (i)
the preparation and approval of permits, licenses and filings, (ii) the maintenance and monitoring of compliance of all applicable
regulatory requirements, (iii) the preparation and timely submission to the appropriate governmental authority of all required
reports and forms; and (iv) the performance of all ministerial or administrative acts necessary for the timely issuance and continued
effectiveness of all governmental actions.


 






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(b)Project Contracts.
Consultant shall negotiate, administer, and manage all Project contracts that are necessary for, or benefit, the development
of the Project, including contracts for the front end engineering and design (FEED), feedstock supply, product offtake, and permitting
and other as directed by the Client.


(c)Legal. Consultant
shall supply, with client’s approval of counsel, legal support in connection with the development work and will assist Client
in retaining necessary legal services and expertise as required from time to time.


(d)Site Evaluation.
Consultant shall evaluate the site and/or utility easements to determine the feasibility of the proposed work. Consultant shall
work with Client to conduct all public meetings that are required to site and permit the Project or easements.


(e)Budgeting; Scheduling
Financing. Consultant shall prepare a Project development budget, and development schedule which shall include, among other
things, procedures for execution of construction, quality control systems, and communications. Consultant shall also coordinated
and assist the Client in negotiating any necessary debt, equity and/or lease financing.


(f)Public Relations;
Marketing. Consultant shall be responsible for preparing and coordinating press releases, communication, advertising and/or
marketing with respect to the Project, subject to review and approval by client’s SEC counsel.


(g)Insurance. Consultant
shall assist Client in determining insurance needs and negotiating policies with insurance companies.


  


 



 


FEES & EXPENSES


 


 



The professional fee quoted is based on my estimate of the
complexity of the assignment, as determined from the information available to me at this time. Based on my understanding of Client’s
requirements, the fee for this engagement as described above would be $12,500.00/month and reasonable out-of-pocket expenses.
Alternate methods of payment as mutually agreed between parties may be used.


 


Consultant will be paid $50,000.00 and 5 million shares of
US Fuel unrestricted stock with signature of this agreement, which shall vest immediately as compensation for technology, related
work papers, pro forma, business plans, and financial model(s) developed on behalf of or at the direction of US FUEL in accordance
with this Consulting Agreement, in addition to a commitment for five years of service and designation, for purposes of the SEC,
as an affiliate.


 


Consultant shall, on the first and fifteenth of each calendar
month, present to the CEO or other designee, an invoice for services rendered during the previous period. Each invoice shall contain
reasonable detail of the Consultants activities and a breakdown of expense categories.


 






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Payment


Payment is due on receipt of each invoice, Client shall pay
to Consultant by wire transfer payment in immediately available funds in the amount due Consultant as set forth on such monthly
invoice.


 


The Consultant understands and agrees that the Consultant fee
may be paid in lumps as funding is received. Additionally, any consulting fees due and owing for one calendar year may be converted
to stock payment, with the value of stock assessed on a 50 day moving average as of the time the obligation became due. Said request
to convert from monetary payment to stock payment must be made in writing to the CEO of the Client.


 


 


Success Fees 


		(a)	FEED funding. Once funds are received to begin the
                                         Front End Engineering and Design, the Client shall pay to Consultant a $50,000 and one
                                         million shares of unrestricted US Fuel stock



		(b)	Project Funding. On the Financial Closing Date, Client
                                         shall pay to Consultant a two hundred fifty thousand dollar ($250,000) success fee, and
                                         two million shares of unrestricted US Fuel stock



		(c)	Commercial Operation. On the Date of Plant Commissioning
                                         and commencement of commercial operations, Client shall pay to Consultant a two hundred
                                         fifty thousand dollar ($250,000) success fee, and two million shares of unrestricted
                                         US Fuel stock



 


No direct expenses will be charged without the written
consent of the Client.


 


Consultant agrees that his status may be changed from Consultant
to Chief Operating Officer, at a time to be determined by the CEO, with the appropriate board resolution and/or when a policy
of E&O insurance is procured, and agrees to same, with the understanding that at that time, an Employment Agreement will be
entered into, and this Consulting Agreement shall become null and void. However, all rights and obligations of Consultant and
Client in terms of payment and delivery or technology shall survive.


 


With the execution of this agreement, Consultant understands
and agrees to accept the proposed position of COO at same said rate of compensation as agreed upon in said Consulting Agreement,
and to continue to provide the services agreed upon in this Agreement and any others which might be required as a result of Consultants
assumption of the position of COO.


 


These services are subject to the attached “General Business
Terms and Conditions”.


 


I look forward to working with you. If you are in agreement
with the above, please send a scan (PDF preferred) of the signed document to cracon5@gmail.com or return an original to Consultant’s
office at the following address:


 






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Best Regards





The signature below indicates acceptance of this engagement
letter, including the attached General Business Terms and Conditions.





 


Signature_____________________Title_______________________


 


Name_____________________Date_______________________


 






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GENERAL BUSINESS TERMS & CONDITIONS


 


 



 


		1.	Services.



 


		a.	It is understood and agreed that Consultant services as described
                                         in the engagement letter or proposal document to which this is appended may include advice,
                                         opinions or recommendations, but all decisions in connection with the implementation
                                         of such advice, opinions, or recommendations shall be the responsibility of, and made
                                         by, Client as defined in the engagement letter.



		b.	Consultant shall be entitled to assume, without independent
                                         verification, the accuracy of all information and data that the Client and any of its
                                         representatives provide to Consultant. Consultant may use information and data furnished
                                         by others if Consultant in good faith believes such information and data to be reliable;
                                         however, Consultant shall not be responsible for, and Consultant shall provide no assurance
                                         regarding, the accuracy of any such information or data.



		c.	Consultant, by reason of the services, is not required to furnish
                                         additional work or services, or to give testimony, or to be in attendance in court with
                                         reference to the assets, properties, or business interests in question or to update any
                                         report, analysis or other documents relating to it’s services for any events or
                                         circumstances occurring subsequent to the date of such report, analysis or other documents
                                         unless arrangements acceptable to Consultant have been separately agreed upon with the
                                         Client.



 


		2.	Payment of Invoices. Properly submitted invoices upon which
                                         payment is not received within thirty (30) days of the Client’s receipt of written
                                         invoice shall accrue a late charge of the lesser of (i) 1.5% per month or (ii) the highest
                                         rate allowable by law, in each case compounded monthly to the extent allowable by law.
                                         Without limiting its rights or remedies, Consultant shall have the right to halt or terminate
                                         its services entirely if payment is not received within fifteen (15) days of the invoice
                                         date. The Consultant understands and agrees that the Consultant fee may be paid in lumps
                                         as funding is received. Additionally, any consulting fees due and owing for one calendar
                                         year may be converted to stock payment, with the value of stock assessed on a 50 day
                                         moving average as of the time the obligation became due. Said request to convert from
                                         monetary payment to stock payment must be made in writing to the CEO of the Client.



 


		3.	Term. Unless terminated sooner in accordance with its terms,
                                         this engagement shall terminate on the completion of Consultant’s services hereunder.
                                         This engagement may be terminated by either party at any time by giving written notice
                                         to the other party not less than (30) calendar days before the date of termination. In
                                         the event of termination by the Client pursuant to this paragraph, Consultant shall be
                                         entitled to payment in full for fees and expenses in connection with services provided
                                         prior to the effective date of termination.



 






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		4.	Ownership. Upon full and final payment to Consultant hereunder,
                                         the tangible items specified as deliverables or work product in the engagement letter
                                         to which these terms are attached (the “Deliverables”) shall become the property
                                         of the Client. However, Consultant agrees that upon payment of agreed upon initial 5
                                         million shares of stock and payment of $50,000.00, as outlined in the Consulting Agreement,
                                         any and all technology, related work papers, pro forma, business plans, and financial
                                         model(s) developed on behalf of or at the direction of US Fuel in accordance with this
                                         Consulting Agreement become the sole property of US Fuel without regard to any outstanding
                                         balances owed to Consultant under the Consultant Agreement.



 


		5.	Limitation on Warranties. This is a services engagement.
                                         Consultant warrants that it shall perform services hereunder in good faith in accordance
                                         with generally accepted industry standards. Consultant disclaims all other warranties,
                                         either express or implied, including, without limitation, warranties of merchantability
                                         and fitness for a particular purpose.



 


		6.	Limitation on Damages and Indemnification.



 


		a.	The Client agrees that Consultant and its sub-contractors,
                                         if any, shall not be liable to the Client for any claims, liabilities, or expenses relating
                                         to this engagement for an aggregate amount in excess of the fees paid by the Client to
                                         Consultant pursuant to this engagement, except to the extent finally judicially determined
                                         to have resulted from the gross negligence, bad faith or intentional misconduct of Consultant.



		b.	The Client shall indemnify and hold harmless Consultant and
                                         its sub-contractors from all claims, liabilities, and expenses relating to this engagement,
                                         except to the extent finally judicially determined to have resulted from the gross negligence,
                                         bad faith or intentional misconduct of Consultant.



		c.	The provisions of this Paragraph and Paragraphs 9 shall apply
                                         to the fullest extent of the law, whether in contract, statute, tort (such as negligence),
                                         or otherwise. In circumstances where all or any portion of the provisions of this Paragraph
                                         are finally judicially determined to be unavailable, Consultant’s aggregate liability
                                         for any claims, liabilities, or expenses relating to this engagement shall not exceed
                                         an amount which is proportional to the relative fault that Consultant’s conduct
                                         bears to all other conduct giving rise to such claims, liabilities, or expenses.



 


		7.	Cooperation. The Client shall cooperate with Consultant
                                         in the performance by Consultant of its services hereunder, including, without limitation,
                                         providing Consultant with reasonable personnel support and timely access to data, information
                                         and personnel of the Client. The Client shall be responsible for the performance of its
                                         personnel and agents and for the accuracy and completeness of all data and information
                                         provided to Consultant for purposes of the performance by Consultant of its services
                                         hereunder.



 






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		8.	Force Majeure. Consultant shall not be liable for any delays
                                         or non-performance resulting from circumstances or causes beyond its reasonable control,
                                         including, without limitation, acts or omissions or the failure to cooperate by the Client
                                         (including, without limitation, entities or individuals under its control, or any of
                                         their respective officers, directors, employees, or other personnel and agent), acts
                                         or omissions of the failure to cooperate by any third party, fire of other casualty,
                                         act of God, strike or labor dispute, war or other violence, or any law, order or requirement
                                         of any governmental agency or authority.



 


		9.	Limitation on Actions. No action, regardless of form, relating
                                         to this engagement, may be brought by either party more than two years after the cause
                                         of action has accrued, except (1) that an action for non-payment may be brought by a
                                         party not later than one year following the date of the last payment due to such party
                                         hereunder, and (2) this Section 9 shall be inapplicable with respect to an action pertaining
                                         to gross negligence, willful misconduct or bad faith.



 


		10.	Independent Consultant. It is understood and agreed that
                                         each of the parties hereto is an independent Consultant and that neither party is, nor
                                         shall be considered to be, an agent, distributor, partner, fiduciary or representative
                                         of the other, until such time as Consultant is named as COO of Client. Neither party
                                         shall act or represent itself, directly or by implication, in any such capacity in respect
                                         of the other or in any manner assume or create any obligation on behalf of, or in the
                                         name of the other. Consultant may use sub-contractors in connection with the services
                                         provided under this agreement.



 


		11.	Confidentiality and Internal Use. To the extent that, in
                                         connection with this engagement, Consultant comes into possession of any proprietary
                                         or confidential information of the Client, Consultant will not disclose such information
                                         to any third party without the Client’s written consent, except (a) as may be required
                                         by law, regulation, judicial or administrative process, or in accordance with applicable
                                         professional standards, or in connection with litigation pertaining hereto, or (b) to
                                         the extend such information (i) shall have otherwise become publicly available (including,
                                         without limitation, and information filed with any governmental agency and available
                                         to the public) other than as the result of a disclosure by Consultant in breach hereof,
                                         (ii) is disclosed by the Client to a third party without substantially the same restrictions
                                         as set for the herein, (iii) becomes available to Consultant on a non-confidential basis
                                         from a source other than the Client which Consultant believes is not prohibited from
                                         disclosing such information to Consultant by obligation to the Client (iv) is know by
                                         Consultant prior to its receipt from the Client without any obligation of confidentiality
                                         with respect thereto, or (v) is developed by Consultant independently of any disclosures
                                         made by the Client to Consultant of such information.



 


		12.	Survival and Interpretation. The agreements and undertakings
                                         of the Client contained in the engagement letter to which these terms are attached, together
                                         with the provisions of Paragraphs 1,2,4,5,6,7,8,9,10,11,12,13,14,15,16 and 17 hereof,
                                         shall survive the expiration of termination of this engagement. For purposes of these
                                         terms “Consultant” shall mean Craig Conner and in all cases any successor
                                         or assignee.



 






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		13.	Assignment. Except as provided below, neither party may
                                         assign, transfer or delegate any of its rights or obligations hereunder without the prior
                                         written consent of the other party.



 


		14.	Waiver of Jury Trial. Consultant and the Client hereby
                                         irrevocable waive, to the fullest extent permitted by law, all rights to trial by jury
                                         in any action, proceeding or counterclaim (whether in contract, statute, tort or otherwise)
                                         relating to this engagement.



 


		15.	Entire Agreement, Amendment and Notices. These terms, and
                                         the engagement letter to which these terms are attached, including exhibits, constitute
                                         the entire agreement between Consultant and the Client with respect to this engagement,
                                         supersede all other oral and written representations, understandings or agreements relating
                                         to this engagement, and may not be amended except b written agreement signed by each
                                         of the parties. In the event of any conflict, ambiguity, or inconsistency between these
                                         terms and the engagement letter to which these terms are attached, these terms shall
                                         govern and control. All notices hereunder shall be (i) in writing, (ii) delivered to
                                         the representatives of the parties at the address first set forth above in the engagement
                                         letter, unless changed by either party by notice to the other party, and (iii) effective
                                         upon receipt.



 


		16.	Governing Law and Severability. These terms, the engagement
                                         letter to which these terms are attached, including exhibits, and all matters relating
                                         to this engagement (whether in contract, statute, tort (such as negligence), or otherwise),
                                         shall be governed by, and construed in accordance with, the laws of the District of Columbia
                                         and/or the State of New Jersey. If any provision of such terms or engagement letter is
                                         found by a court of competent jurisdiction to be unenforceable, such provision shall
                                         not affect the other provisions, but such unenforceable provision shall be deemed modified
                                         to the extent necessary to render it enforceable, preserving to the fullest extend permissible
                                         the intent of the parties set forth herein.



 


		17.	Non-exclusivity, Inconsistencies and Entire Agreement.
                                         Nothing in the accompanying engagement letter or proposal, including these General Business
                                         Terms and Conditions, shall be construed as precluding or limiting in any way the right
                                         of Consultant to provide consulting, auditing or other services of any kind or nature
                                         whatsoever to any person or entity as Consultant in its sole discretion deems appropriate.
                                         In the event of any direct conflict or inconsistency between the provisions set forth
                                         in the engagement letter or proposal to which this is appended, the provisions of this
                                         engagement letter shall govern. The engagement letter or proposal, including these terms
                                         constitute the entire agreement between the Client and Consultant with respect to the
                                         matter hereof and supersedes all other oral or written representations, understandings
                                         and agreements between the Client and Consultant relating to the services covered by
                                         this agreement.





 






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