Exhibit 10.8


    EXHIBIT
      10.8


    


     

    


     

    DATED
      8th
      December
      2006

     

    


     

    


     

    Flex
      Fuels Energy Limited

     

    


     

    and

     

    


     

    Gordon
      Alan Ewart

     

    


     

    


     

    _____________________________

     

    EMPLOYMENT
      AGREEMENT

    
      _____________________________

    

     

    


     

    


     

     

    Solicitors
      and registered Foreign Lawyers

     

    Regulated
      by the Law Society

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    



    CONTENTS

    

      
        	
                1.

              	
                DEFINITIONS

              	
                1

              
	
                2.

              	
                APPOINTMENT

              	
                1

              
	
                3.

              	
                TERM

              	
                1

              
	
                4.

              	
                DUTIES

              	
                1

              
	
                5.

              	
                HOURS
                  AND PLACE OF WORK

              	
                1

              
	
                6.

              	
                REMUNERATION

              	
                1

              
	
                7.

              	
                DEDUCTIONS

              	
                1

              
	
                8.

              	
                EXPENSES

              	
                1

              
	
                9.

              	
                HOLIDAYS

              	
                1

              
	
                10.

              	
                SICKNESS
                  BENEFITS

              	
                1

              
	
                11.

              	
                OTHER
                  BENEFITS

              	
                1

              
	
                12.

              	
                PENSION

              	
                1

              
	
                13.

              	
                RESTRICTIONS
                  ON OTHER ACTIVITIES BY THE EXECUTIVE

              	
                1

              
	
                14.

              	
                CONFIDENTIAL
                  INFORMATION AND COMPANY DOCUMENTS

              	
                1

              
	
                15.

              	
                INVENTIONS
                  AND OTHER INTELLECTUAL PROPERTY

              	
                1

              
	
                16.

              	
                TERMINATION

              	
                1

              
	
                17.

              	
                RESTRICTIVE
                  COVENANTS

              	
                1

              
	
                18.

              	
                DISCIPLINARY
                  AND GRIEVANCE PROCEDURES

              	
                1

              
	
                19.

              	
                DATA
                  PROTECTION

              	
                1

              
	
                20.

              	
                NOTICES

              	
                1

              
	
                21.

              	
                FORMER
                  AGREEMENTS

              	
                1

              
	
                22.

              	
                GARDEN
                  LEAVE

              	
                1

              
	
                23.

              	
                CHOICE
                  OF LAW AND SUBMISSION TO JURISDICTION

              	 


      



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    



    THIS
      AGREEMENT is dated 8th
      December
      2006 and is made BETWEEN:

     

    
      	
              (1)

            	
              Flex
                Fuels Energy Limited (coy no. 6003328), a corporation incorporated
                and
                registered in accordance with the laws of the United Kingdom, USA
                and
                having its principal office at 30
                St. Mary Axe, London, EC3 8EP
                and;

            


    

     

    
      	
              (2)

            	
              Gordon
                Alan Ewart, 125 Springfield Avenue, London SW20 9JS (the
                “Executive”)

            


    

     

    IT
      IS
      AGREED as follows:

     

    
      	1.  	
              Definitions

            


    

     

    
      	1.1  	
              In
                this Agreement unless the context otherwise
                requires:

            


    

     

    
      	(a)  	
              the
                following expressions have the following
                meanings:

            


    

     

    “Associated
      company” means an associated company (within the meaning of section 416(1)
      Income and Corporation Taxes Act 1988) of the Company.

     

    The
      “Board” means the board of directors for the time being of the Company and any
      committee of the board of directors duly authorised by it.

     

    “Confidential
      Information” shall mean technical data including Technical know how, project
      interpretation including financial analysis, details of customers and their
      requirements, purchasing and supply agreements, the prices charged to and terms
      of business with customers, customer data bases, other customer information,
      business models, information relating to arrangements with banks and other
      intermediaries, marketing plans and sales forecasts, financial information,
      results and forecasts (save to the extent that these are included in published
      audited accounts),any proposals relating to the acquisition or disposal of
      a
      company or business or any part thereof or to any proposed expansion or
      contraction of activities, details of employees and officers and of the
      remuneration and other benefits paid to them, information relating to research
      activities, inventions, secret processes, designs, formulae and product lines,
      any information which the Executive is told is confidential and any information
      which has been given to the Company or any Group Company in confidence by
      customers, suppliers or other persons.

     

    The
      “Employment” means the Executive’s employment under this Agreement.

     

    “Group
      Company” and “Group” means the Company, its ultimate holding company and any
      subsidiary or associated company of the Company or its ultimate holding
      company.

     

    “Subsidiary”
      and “holding company” have the meanings given to them in section 736 of the
      Companies Act 1985 as amended.

     

    
      	(b)  	
              References
                to clauses, sub-clauses and schedules are unless otherwise stated
                to
                clauses and sub-clauses of and schedules to this
                Agreement;

            


    

     

    
      	(c)  	
              The
                headings to the clauses are for convenience only and shall not affect
                the
                construction or interpretation of this
                Agreement;

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    
      	(d)  	
              Any
                references, express or implied, to statutes or statutory provisions
                shall
                be construed as references to those statutes as modified or amended
                from
                time to time.

            


    

     

    
      	2.  	
              Appointment

            


    

     

    
      	2.1  	
              The
                Company shall employ the Executive and the Executive agrees to act
                as
                Managing Director of the Company and subject to the terms and conditions
                specified in this Agreement. 

            


    

     

    
      	2.2  	
              The
                Executive represents and warrants that he is not bound by or subject
                to
                any court order, agreement, arrangement or undertaking which in any
                way
                restricts or prohibits him from entering into this Agreement or from
                performing his duties under this
                Agreement.

            


    

     

    
      	2.3  	
              If
                the Executive shall cease by reason (in whole or in part) of his
                own act
                or default to be a director of the Company he shall be deemed to
                be in
                breach of this Agreement except where such act or default is as a
                result
                of any unreasonable act or default of the
                Company.

            


    

     

    
      	3.  	
              Term

            


    

     

    
      	3.1  	
              The
                Employment shall commence on the later of the date hereof or the
                date a
                finalised merger with or sale of the Company occurs and, subject
                to
                clauses 3.2
                and 16,
                shall continue unless or until terminated by either party giving
                to the
                other not less than 6 months notice in writing.


            


    

     

    
      	3.2  	
              The
                Employment shall terminate when the Executive reaches such age as
                the
                Board shall determine is the appropriate retirement age for senior
                employees of the Company. 

            


    

     

    
      	3.3  	
              The
                Executive’s period of continuous employment will begin on 8 December
                2006.

            


    

     

    
      	4.  	
              Duties

            


    

     

    
      	4.1  	
              The
                Executive shall perform the duties of Managing
                Director.

            


    

     

    
      	4.2  	
              The
                Executive shall:

            


    

     

    
      	(a)  	
              Devote
                sufficient time to carry out the duties assigned to him and which
                will
                allow the Company’s business plan to be executed in a timely
                manner;

            


    

     

    
      	(b)  	
              Faithfully
                and diligently serve the Company (and all the Groups
                Companies);

            


    

     

    
      	(c)  	
              Use
                his best endeavors to promote and protect the interests of the Company
                (and all Group Companies);

            


    

     

    
      	(d)  	
              Obey
                all reasonable and lawful directions given to him by or under the
                authority of the Board;

            


    

     

    
      	(e)  	
              Perform
                services for and hold offices in any Group Company without additional
                remuneration (except as otherwise agreed);
                and

            


    

     

    
      	(f)  	
              Make
                such reports to the Board on any matters concerning the affairs of
                the
                Company or any Group Company as are reasonably
                required.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	5.  	
              Hours
                and place of work

            


    

     

    
      	5.1  	
              The
                Executive shall work such hours as are necessary for the proper
                performance of his duties. For the purposes of the U.K. Working Time
                Regulations 1998, the Executive hereby consents to work longer than
                48
                hours per week if his duties so require. The Executive may revoke
                such
                consent on three months’ written notice, such notice to be addressed to
                the Company Secretary.

            


    

     

    
      	5.2  	
              The
                Executive’s normal place of work will be his home office, but the Company
                may require the Executive to work from any of its current or future
                premises. The Executive will be given reasonable notice of any change
                in
                his place of work. In the event that the Company and the Executive
                fail to
                reach agreement on terms of transfer, then it is not deemed to be
                a
                material breach of this contract.

            


    

     

    
      	5.3  	
              If
                the Executive’s principal place of work is changed to a location which is
                outside reasonable commuting distance from his home, the Company
                will
                reimburse his reasonable removal costs, estate agents and solicitors’
                fees.

            


    

     

    
      	5.4  	
              If
                so required by the Company, the Executive shall travel to such places
                (whether in the United Kingdom or abroad) by such means and on such
                occasions as the Company may from time to time
                require.

            


    

     

    
      	6.  	
              Remuneration

            


    

     

    
      	6.1  	
              The
                Company shall pay to the Executive an equivalent salary of £72,000 per
                annum. 

            


    

     

    
      	6.2  	
              The
                Company will make all monies owed payable by direct credit transfer
                in
                equal monthly installments in arrears on the last working day of
                each
                calendar month.

            


    

     

    
      	6.3  	
              The
                Executive’s base salary will be reviewed, by a Remuneration Committee
                appointed by the Board, prior to 1 January of each year and any increase
                will be in the Board's absolute discretion but will have regard for
                both
                performance and the cost of living as defined by the United Kingdom
                retail
                price index.

            


    

     

    
      	6.4  	
              The
                Company may pay the Executive an annual bonus of such amount as the
                Board
                may determine based on any agreed and in place performance
                scheme.

            


    

     

    
      	6.5  	
              The
                remuneration specified in clause 6.1
                shall be inclusive of any fees to which the Executive may be entitled
                as a
                director of the Company or any Group
                Company.

            


    

     

    
      	6.6  	
              Payment
                of salary and bonus to the Executive shall be made either by the
                Company
                or by a Group Company and if by more than one company, in such proportions
                as the Board may from time to time
                determine.

            


    

     

    
      	6.7  	
              The
                Company will put in place Directors and Officers liability insurance
                as
                soon as practical after the Executive has formally taken up his role
                and
                will maintain such cover for the full term of his appointment and
                any
                liability that may arise thereafter. The indemnity limit will be
£5
                million. A copy of the policy document shall be provided upon receipt
                by
                the Company.

            


    

     

    
      	7.  	
              Deductions

            


    

     

    For
      the
      purposes of the Employment Rights Act 1996, the Executive hereby authorises
      the
      Company to deduct from his remuneration hereunder any sums due from him to
      the
      Company including, without limitation, any overpayments, loans or advances
      made
      to him by the Company, the cost of repairing any damage or loss to the Company’s
      property caused by him and any losses suffered by the Company as a result of
      any
      gross negligence or breach of duty by the Executive.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    
      	8.  	
              Expenses

            


    

     

    The
      Company shall reimburse the Executive in respect of all expenses reasonably
      incurred by him in the proper performance of his duties, subject to the
      Company’s expense policy which may be amended from time to time.

     

    
      	9.  	
              Holidays

            


    

     

    
      	9.1  	
              The
                Executive shall be entitled to receive his normal remuneration for
                all
                bank and public holidays normally observed in the United Kingdom
                and a
                further 20 working days’ holiday in each holiday year (being the period
                from 1 January - 31 December). The Executive may only take his holiday
                at
                such times as are agreed with the Board, which will not be unreasonably
                withheld.

            


    

     

    
      	9.2  	
              The
                Company and the Executive agree that in any holiday year the Executive
                shall be deemed to take his entitlement under the WTR
                first.

            


    

     

    
      	9.3  	
              In
                the respective years in which the Employment commences or terminates,
                the
                Executive’s entitlement to holiday shall accrue on a pro rata basis for
                each complete month of service during the relevant
                year.

            


    

     

    
      	9.4  	
              The
                Executive may carry over a maximum up to 10 days vacation into the
                following year but these must be used in the following calendar
                year.

            


    

     

    
      	9.5  	
              On
                termination of the Employment, the Company may either require the
                Executive to take any unused accrued holiday entitlement during any
                notice
                period or make payment of lieu of that entitlement. Any payment in
                lieu or
                deduction made shall be calculated on the basis that each day of
                paid
                holiday is equivalent to 1/260 of the Executive’s
                salary.

            


    

     

    
      	9.6  	
              Subject
                to clause 9.5
                above, unless otherwise agreed with the Board, failure to take holiday
                entitlement in the appropriate holiday year will lead to forfeiture
                of any
                untaken accrued holiday, without any right to payment in
                lieu.

            


    

     

    
      	10.  	
              Sickness
                benefits

            


    

     

    
      	10.1  	
              The
                Company shall continue to pay the Executive’s salary during any period of
                absence on medical grounds up to maximum of 8 weeks in any period
                of 12
                months, provided that the Executive
                shall:

            


    

     

    
      	(a)  	
              Notify
                the Company by no later than 10 a.m. in the time zone where the Executive
                may be located on the first day of absence of the reason for his
                absence;

            


    

     

    
      	(b)  	
              Complete
                self-certification forms provided by the Company in respect of any
                absence
                from work due to sickness or
                incapacity;

            


    

     

    
      	(c)  	
              Supply
                the Company with medical certificates covering any period of sickness
                or
                incapacity exceeding 7 days (including weekends and public
                holidays);

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	(d)  	
              If
                required, undergo at the Company’s expense a medical Examination by a
                doctor appointed by the Company and, subject to the Access to Medical
                Reports Act 1988 or any other relevant legislation, allow the Company
                access to his medical records and/or to any medical report produced
                by any
                doctor; and

            


    

     

    
      	(e)  	
              Payment
                of the Executive’s salary pursuant to clause 10.1
                shall be inclusive of any Statutory Sick Pay to which the Executive
                may be
                entitled.

            


    

     

    
      	10.2  	
              If
                the Executive’s absence is caused by the actionable negligence of a third
                party in respect of which damages are recoverable, then all sums
                paid by
                the Company shall constitute loans to the Executive, who
                shall:

            


    

     

    
      	(a)  	
              Immediately
                notify the Company of all the relevant circumstances and of any claim,
                compromise, settlement or judgment made or awarded in respect of
                it;

            


    

     

    
      	(b)  	
              If
                the Company so requires, refund to the Company such sum as the Company
                may
                determine, not exceeding the lesser
                of:

            


    

     

    
      	(i)  	
              The
                amount of damages recovered by him under such Compromise,
                settlement or judgment; and

            


    

     

    
      	(ii)  	
              The
                sums advanced to him in respect of the period of
                incapacity.

            


    

     

    
      	11.  	
              Other
                benefits

            


    

     

    
      	11.1  	
              During
                this Agreement the Executive and his wife and child will be entitled
                at
                the Company’s expense, the benefit of the Company’s private medical
                expenses insurance scheme for the benefit of the
                Executive.

            


    

     

    
      	11.2  	
              The
                Executive’s membership of the scheme detailed at 11.1 above is subject
                to:

            


    

     

    
      	(a)  	
              the
                rules of the above scheme from time to time (and any replacement
                scheme
                provided by the Company); and

            


    

     

    
      	(b)  	
              the
                Executive being eligible to participate in or benefit from such scheme
                pursuant to their rules.

            


    

     

    
      	11.3  	
              If
                any scheme provider (including but not limited to any insurance company)
                refuses for any reason (whether based on its own interpretation of
                the
                terms of the insurance policy or otherwise) to provide any benefits
                to the
                Executive the Company is not liable to provide replacement benefit
                of the
                same or similar kind or compensation in lieu of such
                benefit.

            


    

     

    
      	11.4  	
              The
                Company may at its absolute discretion challenge any refusal by any
                scheme
                provider to provide benefits to the Executive providing
                that:

            


    

     

    
      	(a)  	
              where
                appropriate, the Executive takes all proper measures to appeal against
                the
                refusal in accordance with the terms of any policy provided by the
                scheme
                provider and meets (on an interim or on-account basis if so requested)
                all
                costs in connection with the same;
                and

            


    

     

    
      	(b)  	
              the
                Executive fully cooperates with the Company and discloses to it all
                personal information relevant to the claim and, if required by the
                Company, attends a medical examination by a doctor selected and instructed
                by it; and

            


    

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	(c)  	
              the
                Executive fully indemnifies the Company against all costs, expenses
                and
                claims incurred by the Company in connection with challenging the
                scheme
                provider’s decision to refuse to provide benefits under the
                scheme(s).

            


    

     

    
      	11.5  	
              The
                Company at its absolute discretion reserves the right to discontinue,
                vary
                or amend any scheme provided for the benefit of the Executive at
                any time
                and will not be liable to provide any replacement benefit of the
                same or
                similar kind, or compensation in lieu of such
                benefit.

            


    

     

    
      	11.6  	
              The
                Company shall not have any liability to pay any benefit to the Executive
                under any insurance scheme unless it receives payment of the benefit
                from
                the insurer under the scheme.

            


    

     

    
      	12.  	
              Pension

            


    

     

    The
      Company will provide within the base compensation package, subject to Board
      approval, 5% of base salary which the Executive can use to invest in a private
      pension plan of their choosing. The Company reserves the right at its absolute
      discretion to discontinue, terminate, vary or amend existing pension
      arrangements at any time and will not be liable to provide any other pension
      arrangements of a same or similar kind or compensation in lieu of such
      arrangements. There is no contracting-out certificate in force in respect of
      the
      Executive’s employment with the Company.

     

    
      	13.  	
              Restrictions
                on other activities by the
                Executive

            


    

     

    
      	13.1  	
              The
                Executive hereby confirms that all outside directorships and other
                (direct
                or indirect) interests, employments, consultancies or associations
                (“Outside
                Interests”)
                held by the Executive are set out in Schedule 1.
                

            


    

     

    
      	13.2  	
              The
                Executive hereby confirms that he will keep the Board informed on
                a
                continuing basis of all changes to such Outside Interests including
                advising the Company of any actual or potential conflict of interest which
                arises between any Outside Interest and the Executive's position
                on the
                Board. 

            


    

     

    
      	13.3  	
              The
                Executive shall not (except with the prior sanction of a resolution
                of the
                Board) be directly or indirectly employed, engaged, concerned or
                interested in any other business or undertaking, provided that this
                shall
                not prohibit the holding (directly or through nominees) of investments
                listed on any recognised Stock Exchange as long as not more than
                three per
                cent of the issued shares or other securities of any class of any
                one
                company shall be so held without the prior sanction of a resolution
                of the
                Board.

            


    

     

    
      	13.4  	
              The
                Executive shall comply with:

            


    

     

    
      	(a)  	
              every
                rule of law;

            


    

     

    
      	(b)  	
              the
                rules and regulations of the Memorandum and Articles of the Company
                or any
                other rules and regulations which are applicable to him from time
                to
                time.

            


    

     

    
      	13.5  	
              Subject
                to any regulations issued by the Company, the Executive shall not
                be
                entitled to receive or obtain directly or indirectly any discount,
                rebate
                or commission in respect of any sale or purchase effected or other
                business transacted (whether or not by him) by or on behalf of the
                Company
                or any Group Company and if he (or any firm or company in which he
                is
                interested) shall obtain any such discount, rebate or commission
                he shall
                account to the Company or the relevant Group Company for the amount
                received by him (or a due proportion of the amount received by such
                company or firm having regard to the extent of his interest
                therein).

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	14.  	
              Confidential
                Information and company
                documents

            


    

     

    
      	14.1  	
              The
                Executive shall neither during the Employment (except in the proper
                performance of his duties) nor at any time (without limit) after
                the
                termination of the Employment:

            


    

     

    
      	(a)  	
              Divulge
                or communicate to any person, company, business entity or other
                organisation;

            


    

     

    
      	(b)  	
              Use
                for his own purposes or for any purposes other than those of the
                Company
                or any Group Company; or

            


    

     

    
      	(c)  	
              Through
                any failure to exercise due care and diligence, cause any unauthorised
                disclosure of any trade secrets or Confidential Information relating
                to
                the Company or any Group Company or their clients, but so that these
                restrictions shall cease to apply to any information which shall
                become
                available to the public generally otherwise than through the default
                of
                the Executive or which the Executive is entitled to disclose under
                or
                required to disclose by law.

            


    

     

    
      	14.2  	
              All
                notes, technical data including reports and project interpretation,
                including financial analysis, memoranda, records, lists of customers
                and
                suppliers and employees, correspondence, documents, computer and
                other
                discs and tapes, data listings, codes, designs and drawings and other
                documents and material whatsoever (whether made or created by the
                Executive or otherwise) relating to the business of the Company or
                any
                Group Company (and any copies of the
                same):

            


    

     

    
      	(a)  	
              Shall
                be and remain the property of the Company or the relevant Group Company;
                and

            


    

     

    
      	(b)  	
              Shall
                be handed over by the Executive to the Company or to the relevant
                Group
                Company on demand and in any event on the termination of the
                Employment.

            


    

     

    
      	15.  	
              Inventions
                and other intellectual
                property

            


    

     

    
      	15.1  	
              The
                parties foresee that the Executive may make inventions or create
                other
                intellectual property in the course of his duties for the Company
                and
                agree that in this respect the Executive has a special responsibility
                to
                further the interests of the Company and the Group
                Companies.

            


    

     

    
      	15.2  	
              Any
                invention, or improvement, design, process, information, copyright
                work,
                trade mark or trade name or get-up made, created or discovered by
                the
                Executive during the course of his duties for the Company whether
                capable
                of being patented or registered or not and whether or not made or
                discovered in the course of the Employment) in conjunction with or
                in any
                way affecting or relating to the business of any company in the Group
                or
                capable of being used or adapted for use therein or in connection
                therewith shall forthwith be disclosed to the Company and shall (subject
                to sections 39 to 43 of the UK Patents Act 1977 or any similar relevant
                legislation) belong to and be the absolute property of the Company
                or such
                Group Company as the Company may direct.


            


    

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	15.3  	
              The
                Executive if and whenever required so to do by the Company shall
                at the
                expense of the Company or such Group Company as the Company may
                direct:

            


    

     

    
      	(a)  	
              Apply
                or join with the Company or such Group Company in applying for letters
                patent or other protection or registration in the United Kingdom
                and in
                any other part of the world for any such invention, improvement,
                design,
                process, information, work, trade mark, trade name or get-up aforesaid;
                and

            


    

     

    
      	(b)  	
              Execute
                and do all instruments and things necessary for vesting the said
                letters
                patent or other protection or registration when obtained and all
                right
                title and interest to and in the same absolutely and as sole beneficial
                owner in the Company or such Group Company or in such other person
                as the
                Company may specify.

            


    

     

    
      	15.4  	
              The
                Executive hereby irrevocably and unconditionally waives all rights
                under
                Chapter IV of the UK Copyright, Designs and Patents Act 1988 in connection
                with his authorship of any existing or future copyright work in the
                course
                of the Employment, in whatever part of the world such rights may
                be
                enforceable including, without
                limitation:

            


    

     

    
      	(a)  	
              The
                right conferred by section 77 of that Act to be identified as the
                author
                of any such work; and

            


    

     

    
      	(b)  	
              The
                right conferred by section 80 of that Act not to have any such work
                subjected to derogatory treatment.

            


    

     

    
      	15.5  	
              The
                Executive hereby irrevocably appoints the Company to be his Attorney
                in
                his name and on his behalf to execute and do any such instrument
                or thing
                and generally to use his name for the purpose of giving to the Company
                the
                full benefit of this clause. In favor of any third party a certificate
                in
                writing signed by any Director or by the Secretary of the Company
                that any
                instrument or act falls within the authority hereby conferred shall
                be
                conclusive evidence that such is the
                case.

            


    

     

    
      	15.6  	
              Nothing
                in this clause shall be construed as restricting the rights of the
                Executive or the Company under sections 39 to 43 of the UK Patents
                Act
                1977 or any similar legislation.

            


    

     

    
      	16.  	
              Termination

            


    

     

    
      	16.1  	
              The
                Employment shall be subject to termination
                by:

            


    

     

    
      	(a)  	
              By
                the Company giving not less than 3 months notice in writing given
                at any
                time while the Executive shall have been prevented by reason of ill
                health
                or accident from performing his duties under this Agreement for a
                period
                of or periods aggregating 180 days in the preceding 12
                months.

            


    

     

    
      	(b)  	
              By
                Notice under clause 3.1.

            


    

     

    
      	(c)  	
              By
                summary notice in writing and without any entitlement to pay in lieu
                of
                notice if the Executive shall have:

            


    

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	(i)  	
              Been
                guilty of an act of gross misconduct or negligence or committed any
                serious breach or repeated or continued (after warning) any material
                breach of his obligations under this Agreement;
                or

            


    

     

    
      	(ii)  	
              Been
                guilty of conduct which in the opinion of the Board brings himself
                or the
                Company or any Group Company into disrepute;
                or

            


    

     

    
      	(iii)  	
              Provided
                false or misleading information to the Company in respect of his
                suitability for the Employment or his qualifications and experience;
                or

            


    

     

    
      	(iv)  	
              Become
                bankrupt or had an interim order made against him under the UK Insolvency
                Act 1986 or compounded with his creditors generally;
                or

            


    

     

    
      	(v)  	
              Failed
                in the opinion of the Board to perform his duties to a satisfactory
                standard, after having received a written warning from the Company
                and a
                period of 3 months in which to remedy the performance issues raised
                by the
                Board relating to the same; or

            


    

     

    
      	(vi)  	
              Been
                disqualified from holding any office which he holds in the Company
                or any
                Group Company or resigns from such office without the prior written
                approval of the Board; or

            


    

     

    
      	(vii)  	
              Been
                convicted of any criminal offence other than a minor motoring offence
                for
                which a custodial sentence is not
                imposed.

            


    

     

    Any
      delay
      by the Company in exercising such right of termination shall not constitute
      a
      waiver thereof.

     

    
      	16.2  	
              The
                Company (at its sole and absolute discretion) reserves the right
                to
                terminate the Employment at any time and with immediate effect by
                making
                the Executive a payment in lieu of any notice of termination (whether
                given by the Company or by the Executive). For this purpose, the
                Executive
                agrees that the payment in lieu will consist of his basic salary
                for the
                relevant period of notice and will exclude any bonus and any other
                emolument referable to the Employment and shall be subject to deductions
                of PAYE tax and National Insurance
                contributions.

            


    

     

    For
      the
      avoidance of doubt, if the Company terminates the Employment without notice
      other than under clause 16.1(c)
      above
      and elects not to make a payment in lieu of notice, the Executive may be
      entitled to damages for breach of contract which shall be assessed on the normal
      common law principles (including the Executive’s obligation to mitigate his
      loss) and the Executive shall not be entitled to enforce payment in lieu of
      notice as a contractual debt or liquidated damages.

     

    
      	16.3  	
              If 

            


    

     

    
      	(a)  	
              the
                Company in general meeting shall remove the Executive from the office
                of
                director of the Company or; 

            


    

     

    
      	(b)  	
              under
                the Articles of Association for the time being of the Company the
                Executive shall be obliged to retire by rotation or otherwise and
                the
                Company in general meeting shall fail to re-elect the Executive as
                a
                director of the Company (either such case being referred to in this
                clause
                16.3
                as
                an “Event”), then the Employment shall automatically terminate with effect
                from the date of the Event, but if such termination shall be caused
                by any
                act or omission of either party (and, for the avoidance of doubt,
                an act
                or omission of the Company’s shareholders shall be an act or omission of
                the Company for these purposes) without the consent, concurrence
                or
                complicity of the other, then such act or omission shall be deemed
                a
                breach of this Agreement, and termination shall be without prejudice
                to
                any claim for damages in respect of such breach.
                

            


    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    
      	16.4  	
              On
                the termination of the Employment (howsoever arising) or on either
                the
                Company or the Executive having served notice of such termination,
                the
                Executive shall:

            


    

     

    
      	(a)  	
              At
                the request of the Company resign from office as a director of the
                Company
                and all offices held by him in any Group Company, provided however
                that
                such resignation shall be without prejudice to any claims which the
                Executive may have against the Company or any Group Company arising
                out of
                the termination of the Employment;
                and

            


    

     

    
      	(b)  	
              Forthwith
                deliver to the Company all materials within the scope of clause
                14.2
                and all credit cards, motor-cars, car keys and other property of
                or
                relating to the business of the Company or of any Group Company which
                may
                be in his possession or under his power or control, and
                

            


    

     

    If
      the
      Executive should fail to do so the Company is hereby irrevocably authorised
      to
      appoint some person in his name and on his behalf to sign any documents and
      do
      any things necessary to give effect thereto.

     

    
      	16.5  	
              On
                termination of the Employment (howsoever arising and whether lawful
                or
                not) the Executive shall have no rights as a result of this Agreement
                or
                any alleged breach of this Agreement to any compensation under or
                in
                respect of any share, share option or other long term incentive scheme
                in
                which he may participate or have received grants or allocations at
                or
                before the date the Employment terminates. Any rights which he may
                have
                under such share option or other scheme(s) shall be exclusively governed
                by the rules of such scheme(s).

            


    

     

    
      	16.6  	
              If
                the Executive shall have been offered but shall unreasonably have
                refused
                to agree to the transfer of this Agreement by way of novation to
                a company
                which has acquired or agreed to acquire the whole or substantially
                the
                whole of the undertaking and assets of or of the equity share capital
                of
                the Company, the Executive shall have no claim against the Company
                in
                respect of the termination of his employment hereunder by reason
                of the
                subsequent voluntary winding-up of the Company or of the disclaimer
                of
                this Agreement by the Company within one month after such
                acquisition.

            


    

     

    
      	17.  	
              Restrictive
                Covenants

            


    

     

    
      	17.1  	
              The
                Executive warrants that he has taken and has had the opportunity
                to take
                independent legal advice about the post-termination restrictions
                set out
                in this clause and hereby agrees that the said restrictions and
                definitions are reasonable as at the date of this
                Agreement.

            


    

     

    
      	17.2  	
              If
                the Executive applies for and/or is offered a new employment, appointment
                or engagement the Executive agrees, before entering into any related
                contract, to bring the terms of this Agreement to the attention of
                a third
                party proposing directly or indirectly to employ, engage or appoint
                the
                Executive.

            


    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    
      	17.3  	
              For
                the purposes of 17.4
                the following words have the following
                meanings:

            


    

     

    
      	(a)  	
              “Customer”
                means any person, firm, company or other organisation whatsoever
                to whom
                or which the Company or any Group Company distributed, sold or supplied
                Company during the 6 months immediately preceding the Termination
                Date and
                with whom or which, during such
                period:

            


    

     

    
      	(i)  	
              The
                Executive had material personal dealings in the course of his employment;
                or 

            


    

     

    
      	(ii)  	
              Any
                employee who was under the direct or indirect supervision of the
                Executive
                had material personal dealings in the course of his/her
                employment;

            


    

     

    
      	(b)  	
              “Prospective
                Customer” means any person, firm, company or other organisation whatsoever
                with whom or which the Company or any Group Company shall have had
                negotiations or discussions regarding the possible distribution,
                sale or
                supply of Company Products during the six months immediately preceding
                the
                Termination Date and with whom or which, during such
                period:

            


    

     

    
      	(i)  	
              The
                Executive shall have had material personal dealings in the course
                of his
                employment by the Company; or

            


    

     

    
      	(ii)  	
              Any
                employee who was under the direct or indirect supervision of the
                Executive
                shall have had material personal dealings in the course of his/her
                employment by the Company;

            


    

     

    
      	(c)  	
              “Restricted
                Area” means the United Kingdom constituting the market of the Company or
                any Group Company for Company in the period of 12 months prior to
                the
                Termination Date and with which the Executive was materially concerned
                during the said period of 12
                months;

            


    

     

    
      	(d)  	
              “Restricted
                Period” means the period of six months immediately following the
                Termination Date;

            


    

     

    
      	(e)  	
              “Termination
                Date” means the date of termination of the Employment or, if the Executive
                spends a period on garden leave immediately before the termination
                of the
                Employment, such earlier date on which garden leave
                commences.

            


    

     

    
      	17.4  	
              The
                Executive hereby undertakes with the Company (for itself and as trustee
                for each Group Company) that he will not during the Restricted Period
                without the prior written consent of the Company (such consent not
                to be
                unreasonably withheld) whether by himself, through his employees
                or agents
                or otherwise howsoever and whether on his own behalf or on behalf
                of any
                other person, firm, company or other organisation, directly or
                indirectly:

            


    

     

    
      	(a)  	
              In
                competition with the Company or any Group Company within the Restricted
                Area, be employed or engaged or otherwise interested in the business
                of
                researching into, developing, selling, supplying or otherwise dealing
                with
                Company;

            


    

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              In
                competition with the Company or any Group Company, solicit business
                from
                or canvas any Customer or Prospective Customer if such solicitation
                or
                canvassing is in respect of
                Company;

            


    

     

    
      	(c)  	
              In
                competition with the Company or any Group Company, accept orders
                for
                Company from any Customer or Prospective
                Customer;

            


    

     

    
      	(d)  	
              Solicit
                or induce or endeavor to solicit or induce any person who on the
                Termination Date was a director, line manager, or other key employee
                of
                the Company or any Group Company with whom the Executive had material
                dealings during his employment to cease working for or providing
                services
                to the Company, whether or not any such person would thereby commit
                a
                breach of contract;

            


    

     

    
      	(e)  	
              Employ
                or otherwise engage in the business of researching into, developing,
                selling, supplying or otherwise dealing with Company any person who
                was
                during the 12 months preceding the Termination Date employed or otherwise
                engaged by the Company or any Group Company and who by reason of
                such
                employment or engagement is in possession of any trade secrets or
                Confidential Information relating to the business of the Company
                or any
                Group Company or who has acquired influence over its or their customers
                and prospective customers (defined as in clauses 16.3(a), (c) and
                (d), but
                so that references to the Executive shall be replaced by references
                to the
                relevant employee).

            


    

     

    
      	18.  	
              DISCIPLINARY
                AND GRIEVANCE PROCEDURES

            


    

     

    
      	18.1  	
              The
                Executive may apply for the purpose of seeking redress of any grievance
                relating to his employment in the first instance to the Chairman
                of the
                Company in writing, who will afford the Executive the opportunity
                of a
                full and fair hearing. Matters not satisfactorily resolved should
                be
                referred in writing to the Board whose decision on such grievance
                shall be
                final and binding. 

            


    

     

    
      	18.2  	
              The
                Company's normal disciplinary procedures shall apply to the Executive.
                If
                the Executive seeks to appeal against any disciplinary action taken
                against him he should do so to the Board submitting full written
                grounds
                for his appeal to the Chairman within seven days of the action appealed
                against. The decision of the Board or a delegated committee thereof
                shall
                be final and binding. For the avoidance of doubt, the Executive has
                no
                contractual (as opposed to statutory) right to a disciplinary or
                grievance
                hearing or any appeal.

            


    

     

    
      	18.3  	
              Suspension

            


    

     

    In
      order
      to investigate a complaint against the Executive of misconduct or poor
      performance the Company is entitled to suspend the Executive on full pay and
      other contractual benefits for so long as may be necessary to carry out a proper
      investigation and hold if appropriate a disciplinary hearing which mayor may
      not
      give rise to a right to the Company to terminate the Executive's employment
      (as
      the case may be). During such period, the Executive shall not, except with
      the
      consent in writing of the Board, attend at any premises of the Company or any
      Group Company or contact or communicate with any employee of the Company or
      any
      Group Company (other than a director of the Company or any Group Company) or
      any
      customer, client, supplier or contractual counterparty of the Company or any
      Group Company. If the Company becomes entitled to terminate this Agreement
      pursuant to this clause, it may, but without prejudice to its right subsequently
      to terminate the Appointment on the same or any other ground, suspend the
      Executive on full pay and benefits for so long as it thinks fit. 

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	19.  	
              Data
                Protection

            


    

     

    The
      Company will hold details pertinent to the Executive’s employment on file as
      part of his personnel records, which may include sensitive information. This
      information may be processed for administrative or legal purposes or as required
      by the Executive’s continuing employment with the Company.

     

    
      	20.  	
              Notices

            


    

     

    
      	20.1  	
              Any
                notice or other document to be given under this Agreement shall be
                in
                writing and may be given personally to the Executive or to the Company
                Secretary (as the case may be) or may be sent by first class post
                or other
                fast postal service or by facsimile transmission to, in the case
                of the
                Company, its registered office for the time being and in the case
                of the
                Executive either to his address shown in this Agreement or to his
                last
                known place of residence. 

            


    

     

    
      	20.2  	
              Any
                such notice shall be deemed served when in the ordinary course of
                the
                means of transmission it would first be received by the addressee
                in
                normal business hours.

            


    

     

    
      	21.  	
              Former
                Agreements

            


    

     

    
      	21.1  	
              This
                Agreement shall be in substitution for any previous letters of
                appointment, agreements or arrangements, whether written, oral or
                implied,
                relating to the employment of the
                Executive.

            


    

     

    
      	21.2  	
              The
                Executive hereby acknowledges that he has no outstanding claims of
                any
                kind against any Group Company. 

            


    

     

    
      	22.  	
              Garden
                Leave

            


    

     

    
      	22.1  	
              Despite
                any other provision in this Agreement the Company is under no obligation
                to provide the Executive with work and may (if either party serves
                notice
                to terminate the Employment or if the Executive purports to terminate
                the
                Employment without due notice and the Company has not accepted that
                resignation):

            


    

     

    
      	(a)  	
              Require
                the Executive to perform:

            


    

     

    
      	(i)  	
              Only
                a specified part of his normal duties, and no
                others;

            


    

     

    
      	(ii)  	
              Such
                duties as it may reasonably require, and no others; or

            


    

     

    
      	(iii)  	
              No
                duties whatever; 

            


    

     

    and
      

     

    
      	(b)  	
              Exclude
                the Executive from any premises of any Group
                Company.

            


    

     

    
      	22.2  	
              During
                any period of garden leave the Executive
                shall:

            


    

     

    
      	(a)  	
              Remain
                an employee of the Company;

            


    

     

    
      	(b)  	
              Not
                (except as a representative of the Company or with the prior written
                approval of the Board) whether directly or indirectly, paid or unpaid,
                be
                engaged or concerned in the conduct of any other actual or prospective
                business or profession or be or become employee, agent, partner,
                consultant or director of any other company or firm or assist or
                have any
                financial interest in any other such business or
                profession;

            


    

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	(c)  	
              Not
                to have any contact or communication with any client or other business
                contact, customer, employee, officer, director, agent or consultant
                of the
                Company or any Group Company, except such person(s) as the Board
                may
                direct;

            


    

     

    
      	(d)  	
              Keep
                the Company informed of his whereabouts so that he can be called
                upon to
                perform any appropriate duties as required by the
                Company;

            


    

     

    
      	(e)  	
              If
                the Company, so requests, resign from any office held by him in any
                Group
                Company;

            


    

     

    
      	(f)  	
              Continue
                to receive his salary and all contractual benefits in the usual way;
                and
                

            


    

     

    
      	(g)  	
              Continue
                to be bound by his contractual and implied duties of good faith and
                fidelity.

            


    

     

    
      	(h)  	
              If
                requested, remain readily contactable by providing telephone email
                details
                and be available to work for the Company save when the Executive
                is on
                holiday by prior agreement with the
                Company.

            


    

     

    
      	22.3  	
              If
                the Company exercises its right to place the Executive on garden
                leave,
                the Executive shall be deemed to take any outstanding holiday during
                such
                garden leave. The Executive will not accrue any holiday entitlement
                in
                respect of any period of notice for which he is paid in
                lieu.

            


    

     

    
      	23.  	
              Choice
                of law and submission to
                jurisdiction

            


    

     

    
      	23.1  	
              This
                Agreement shall be governed by and interpreted in accordance with
                the laws
                of England and Wales.

            


    

     

    
      	23.2  	
              The
                parties hereby submit to the jurisdiction of the England and Wales
                but
                this Agreement may be enforced by the Company in any court of competent
                jurisdiction.

            


    

     

    IN
      WITNESS whereof this Agreement has been executed as a deed the day and
      year-first above written. EXECUTED as a deed by Flex Fuels Energy
      Limited.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    


     

    
      	
              SIGNED
                for and on behalf of

              Flex
                Fuels Energy Limited

            	
              )
                /s/
                Jon Penton

              
                

              

              Jon
                Penton

              Duly
                Authorised Director 

            
	
              EXECUTED
                and DELIVERED

              as
                a deed by Gordon Alan Ewart

            	
              )
                /s/
                Gordon Alan Ewart

              ..........................................................

              Gordon
                Alan Ewart

            
	
              in
                the presence of:

            	
              )

              
                

              

              Name_________________________________________________________

               

              Address_______________________________________________________

               

              
                
 

              
                
 

              
                
 

              
                
 

              
                
 

              
                
 

            


    

    


     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    Schedule
      1

     

    Outside
      Interests

     

    
      	
              No.

               

            	
              Interest

               

            
	
              1

               

            	
              Ownership
                of 4% of shares in EnergyPoint Pty Limited (private company incorporated
                in Australia). This Company develops, installs and maintains energy
                trading software for participants in the Australian National Electricity
                Market.

               

              This
                company is not and does not intend to operate with the
                Company.

               

            
	
              2

               

            	
              A
                continuing informal advisory role to Watson, Farley & Williams LLP.
                This includes the refinancing of CHP, renewable and biofuel
                assets.

               

            
	
              3

               

            	
              A
                continuing mandate with Key Data investments to undertake the refinancing
                of renewable and biofuel assets. 

               

            


    

    
       

       

       

    

    16