exhibit_10-1.htm


    
      

    

    Exhibit
      10.1

    


     

    
      	 	Renewable
              Energy Resources, Inc.
              334
                S. Hyde Park Avenue

              Tampa,
                Florida
                33606

            


    

    


    Employment
      Agreement as Chief Executive Officer

    


    THIS
      CONSULTING AGREEMENT made this   16 
 th  day of November, 2007 by and
      between;

    


    RENEWABLE
      ENERGY RESOURCES, INC.

    


    (Hereinafter
      referred to as “RENW”), and;

    


    JOSEPH
      DICARA

    


    (Hereinafter
      referred to as “JOSEPH DICARA” or “CONSULTANT”), collectively
RENW and JOSEPH DICARA hereinafter referred
      to
      as “the parties.”

    


    WITNESSETH:

    


    WHEREAS,
      RENW is a publicly traded company, entering into the alternative energy
      market, with a particular core technology, and with other technologies to be
      gained by RENW, and in need of particular services in the areas
      of having a chief executive officer  for the identification and
      development of strategic energy partnerships, manufacturing, energy marketing,
      revenue and planning, oversight of business development, potential financing
      arrangements, private placements, public funding through the treasury,
      acquisitions, expansion, governmental relations, and other related programs,
      identification and introductions to appropriate fundraising services,
      brokerages, and other investor sources; and

    


    WHEREAS,
      JOSEPH DICARA is an individual with particular related
      education and expertise in the industrial, energy area, strategic energy
      planning, governmental activities related to energy and resources, strategic
      partnerships, management of resources, energy technologies, and will be able
      to
      disseminate information about RENW’s product lines, services and products to
      other clients; and

    


    WHEREAS,
      RENW desires to retain JOSEPH DICARA with the
      duties of becoming the Chief Executive Officer shall include attempts to make
      certain financial and investment relationships with potential parties, seeking
      and planning of the business plan, finding and consummating strategic
      partnerships, finding, verification and acquisition of new technologies and
      oversight of the public company as designated below, and

    


    WHEREAS,
      RENW is willing to accept JOSEPH DICARA as an
      interim Chief Executive Officer: RENW hereby appoints JOSEPH
      DICARA as the CHIEF EXECUTIVE OFFICER of
RENW; and

    


    WHEREAS,
      RENW requires above described services and desires to employ
      and/or retain JOSEPH DICARA to provide services the
CHIEF EXECUTIVE OFFICER, and JOSEPH DICARA is
      agreeable to such a relationship and/or arrangement, and the parties desire
      a
      written document formalizing and defining their relationship and evidencing
      the
      terms of their agreement;

    


          THEREFOR,
      in consideration of the mutual covenants contained herein and other good and
      valuable consideration, it is agreed as follows:

     

     

    
 

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

      AGREEMENT

    


    


    
      	
               

            	
              1.

            	
              Appointment

            


    

    


    RENW
      herby appoints and engages JOSEPH DICARA as CHIEF
      EXECUTIVE OFFICER and herby retains and employs JOSEPH
      DICARA upon the terms and conditions of this consulting
      agreement.  JOSEPH DICARA accepts such appointment
      and agrees to perform the services upon the terms and conditions of said
      consulting agreement.

    


    
      	
               

            	
              2.

            	
              Engagement

            


    

    


    RENW
      engages JOSEPH DICARA as CHIEF EXECUTIVE
      OFFICER as further described below and subject to the further
      provisions of this consulting agreement.  JOSEPH
      DICARA herby accepts said engagement and RENW as a
      client, and agrees to represent RENW as further described below
      and subject to the further provisions of this consulting agreement.

    


    
      	
               

            	
              3.

            	
              Authority
                and Description of
                Services

            


    

    


    During
      the term of this consulting and independent representation agreement
JOSEPH DICARA shall furnish various professional services and
      advice as specifically requested by RENW’s
      Board.  Said professional services and advice shall relate to
      those services, items and/or subjects described herein as follows:

    


    JOSEPH
      DICARA shall act as the CHIEF EXECUTIVE OFFICER of
RENW, and he shall be responsible
      to sign all public filings,
      after becoming familiar and being informed to an adequate level of all necessary
      securities matters, financial matters and filings under the appropriate rules
      and in conformity with Sarbanes-Oxley,  participate in strategic
      planning with the Board of Directors, with final such planning being with the
      Board of Directors. DICARA shall also  governmental activities related
      to energy, strategic partnerships, management of resources, energy technologies,
      dissemination of information about RENW’s product line,
      services and products to potential clients, under the guidance of
RENW for development, identification, negotiation, and
      introduction of investor sources for RENW. JOSEPH
      DICARA shall act at all times at the direction of RENW’s
      Board, and specifically shall not be entitled to control financial
      matters of day to day events, contracts, financial outlays or stock issuances
      or
      bank account control. DICARRA shall be allowed to serve on a part time basis,
      with expenditure of time of roughly 25% of his available time to be spent on
      RENW affairs. JOSEPH DICARA shall not bind
RENW in any fashion to an investor relationship,
      strategic
      relationships and any other binding contracts without approval of
RENW’s Board. However, JOSEPH DICARA shall be
      able to negotiate all such matters in principle to the degree necessary with
      final approval of the Board of Directors as required.

    


    JOSEPH
      DICARA shall confer on a timely weekly and monthly basis to the Senior
      Management and Board of Directors of RENW for all plans, and outcomes for such
      plans and outcome.

    


    
      	
               

            	
              4.

            	
              Term
                of Agreement

            


    

    


    This
      agreement shall become effective upon execution hereof and shall continue
      thereafter and remain in effect for an initial term of six months. Such
      agreement may be enlarged at that time to a longer contract.

    


    
      	
               

            	
              5.

            	
              Duties
                of RENW

            


    

    


    a. 
      RENW shall supply JOSEPH DICARA, on a
      regular and timely basis with all approved data and information about
RENW, its technologies, its management, its products, its
      business plan, financial projections and its
      operations and RENW shall be responsible for advising
JOSEPH DICARA of any facts which would affect the accuracy
      of
      any prior data and information previously supplied to JOSEPH
      DICARA so that JOSEPH DICARA may take corrective
      action.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

      AGREEMENT

    


    


    b.  In
      that JOSEPH DICARA relies on the information provided by
RENW for a substantial part of its preparations
      and reports,
RENW must represent the said information is neither false nor
      misleading, and agrees to hold harmless and indemnify JOSEPH
      DICARA for any breach of these representations and covenants; and
RENW agrees to hold harmless and indemnify JOSEPH
      DICARA for any claims relating to the purchase and/or sale of
RENW securities occurring out of, or in connection with,
      JOSEPH DICARA’s relationship with RENW,
      including without limitation, reasonable attorneys’ fees and other cost arising
      out of any such claims. With the foregoing being said, JOSEPH
      DICARA shall not misrepresent any technological feasible element of
RENW’s technology, potentials of its business plan or
      projections, or any material aspect of RENW’s potential. As
      such JOSEPH DICARA indemnifies RENW from and
      misrepresentation as set forth below.

    


    
      	
               

            	
              6.

            	
              Representations
                and Indemnification of
                RENW

            


    

    


    a. 
      RENW shall be deemed to make a continuing representation of the
      accuracy of any and all
      material facts, materials, information, and data, which it supplies, to
JOSEPH DICARA and the RENW acknowledges its
      awareness that JOSEPH DICARA will rely on such continuing
      representations in disseminating such information and otherwise performing
      its
      investor relations functions.

    


    b. 
      RENW shall cooperate fully and timely with JOSEPH
      DICARA to enable JOSEPH DICARA to perform its duties
      and obligations under this consulting agreement.

    


    c. 
      RENW hereby agrees to hold harmless and indemnify
JOSEPH DICARA against any
      claims, demands, suits, loss, damages, etc., arising out of JOSEPH
      DICARA’s reliance upon the instant accuracy and continuing accuracy of
      such facts, materials, information, and data, unless JOSEPH
      DICARA has been negligent in performing its duties and obligations
      hereunder.

    


    d. 
      The
      execution and performance of this consulting agreement by RENW
      has been duly authorized
      by the Board of Directors of RENW in accordance with applicable
      law as set forth under the power of the existing Senior Manageement. Further,
      DICARA shall become covered by RENW’s D&O policy immediately.

    


    e. 
      JOSEPH DICARA’s activities pursuant to this Consulting
      Agreement or as contemplated by this Consulting Agreement do not constitute
      and
      shall not constitute acting as a securities broker or dealer under federal
      or
      state securities laws; and contact between JOSEPH DICARA and a
      potential investor in RENW shall be such that JOSEPH
      DICARA would be acting merely as a finder or consultant with respect to
      such prospective investor obligations under this agreement.

          

    
      	
            	
              7.

            	
              Representations
                and Indemnification of JOSEPH
                DICARA

            


    

    


    a. 
      The performance of JOSEPH DICARA of this consulting
      agreement will not violate any applicable court decree or order, law or
      regulation, nor will it violate any provision of the organizational documents/or
      bylaws of JOSEPH DICARA or any contractual obligation by which
JOSEPH DICARA may be bound.

    


    b. 
      JOSEPH DICARA agrees to indemnify RENW for
JOSEPH DICARA’s negligence relating to the terms
      of this
      agreement.

    


    
      	
            	
              8.

            	
              Compensation

            


    

    


    a.  Compensation
      payable to JOSEPH DICARA for all general investor relations
      services and other services hereunder, shall be paid by RENW, or its designee,
      to JOSEPH DICARA by the means and in the manners as described
      below


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

      AGREEMENT

    

     

    


    i. 
      RENW
      shall pay JOSEPH DICARA a predetermined fee in the amount
      of
      five thousand dollars per month, in an amount of free trading stock and/or
      cash,
      to be payable at the beginning of each month or payable in two intervals on
      the
      first and fifteenth of each month. Such compensation will continue on a monthly
      basis for a period of six months, or until such time as terminated by the
      parties.

    


    ii. 
      RENW shall pay JOSEPH DICARA an amount which
      equals a five percent (5%) royalty on all investment made into RENW attributable
      through his efforts. Additionally, RENW shall pay to DICARA an amount of
      commission equal to 2% commission for sales of all products controlled or under
      RENW due to directly attributable efforts, to include Energy Commander and
      QMS
      products, or future products, or income received related to those
      entities.  Such payments shall be made quarterly. Such payments shall
      be made for a period of three years from the time of enurement, or during the
      duration of JOSEPH DICARA’s relation as a consultant, employee,
      director or management to RENW, whichever is
      longer.

    


    iii. 
      RENW
      shall allow JOSEPH DICARA to choose if they desire to convert
      all, part or none of any monies owed under section i and ii above into the
      type
      and class of stock which is being issued as the security for the fundraising
      at
      issue. This stock shall be issued at the median price of the shares issued
      to
      investors.

    


    iv. 
      RENW,
      shall at its option issue restricted shares and allow DICARA to participate
      in
      stock option plans and other awards as prescribed by the Company’s
      Board.

    


    
      	
            	
              9.

            	
              JOSEPH
                DICARA- Restrictions on
                Rights

            


    

    


    JOSEPH
      DICARA shall provide said services as an independent contractor, and
      not as an employee of RENW or of any company affiliated with
RENW.  JOSEPH DICARA has no
      authority to bind RENW or any affiliate of
RENW to any legal action, contract, agreement,
      or purchase, and
      such action can not be construed to be made in good faith or with the acceptance
      of RENW; thereby becoming the sole responsibility of
JOSEPH DICARA.  JOSEPH DICARA is not
      entitled to any medical coverage, life insurance, savings plans, health
      insurance, or any and all other benefits afforded RENW
      employees.  JOSEPH DICARA shall be solely responsible
      for any Federal, State, or Local Taxes, and should RENW for any
      reason be required to pay taxes at a later date, JOSEPH DICARA
      shall reassure such payment is made by JOSEPH DICARA, and not
      by RENW.  JOSEPH DICARA shall be
      responsible for all workers compensation payments and herein holds
RENW harmless for any and all such payments and
      responsibilities related hereto.

    


    
      	
            	
              10.

            	
              JOSEPH
                DICARA Not To Engage In Conflicting
                Activities

            


    

    


    During
      the term of this agreement JOSEPH DICARA shall not engage in
      any activities that directly conflict with the interest of
RENW.  RENW hereby acknowledges
      notification by JOSEPH DICARA and understands that
JOSEPH DICARA does, and shall, represent and service
      other
      multiple clients in the same manner as it does RENW and that
RENW is not an exclusive client of JOSEPH
      DICARA.

    


    
      	
            	
              11.

            	
              Inside
                Information—Securities
                Violations

            


    

    


    In
      the
      course of the performance of this agreement it is expected that specific
      sensitive information concerning the operations of RENW’s
      business, and/or affiliate companies shall come to the attention and knowledge
      of JOSEPH DICARA.  In such event JOSEPH
      DICARA will not divulge, discuss, or otherwise reveal such information
      to any third parties.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

      AGREEMENT

    


     

    
      	
            	
              12.

            	
              Amendments

            


    

    


    This
      agreement may be modified or amended, provided such modifications or amendments
      are mutually agreed upon by and between the parties hereto and that said
      modifications or amendments are made in writing and signed by both
      parties.

    


    
      	
            	
              13.

            	
              Severability

            


    

    


    If
      any
      provision of the agreement shall be held to be contrary to law, invalid or
      unenforceable for any reason, the remaining provisions shall continue to be
      valid and enforceable.  If a court finds that any provision of the
      agreement is contrary to law, invalid or unenforceable and that limiting such
      provision it would become valid and enforceable, then such provision shall
      be
      deemed to be written, construed and enforced as so limited.

    


    
      	
            	
              14.

            	
              Termination
                of Agreement

            


    

    


    This
      consulting agreement may not be terminated by either party prior to the
      expiration of the term provided in Paragraph 4 above except as
      follows:  a.  Upon the bankruptcy or liquidation of the
      other party, whether voluntary or involuntary, b.  Upon the other
      party taking the benefit of any insolvency law and/or c.  Upon the
      other party having or applying for receiver appointed for either
      party.

    


    If
      any
      termination occurs, JOSEPH DICARA shall be owed for a period of
      one year after the termination, any compensation which is developed or
      appreciated by RENW due to the previously defined efforts of
JOSEPH DICARA.

    


    
      	
            	
              15.

            	
              Attorney
                Fees

            


    

    


    In
      the
      event either party is in default of the terms or conditions of this Consulting
      Agreement and legal action is initiated or suit be entered as a result of such
      default, the prevailing party shall be entitled to recover all cost incurred
      as
      a result of such default including all cost, reasonable attorney fees, expenses
      and court cost through trial, appeal and to final disposition.

    


    
      	
            	
              16.

            	
              Disclaimer
                By JOSEPH DICARA

            


    

    


    If
      JOSEPH DICARA shall be the preparer of certain promotional
      materials, then JOSEPH DICARA makes no representation to
RENW or others that; (a) its efforts or services
      will result in
      any enhancement to RENW (b) the price of RENW’S publicly traded
      securities will increase (c) any person will purchase RENW’S
      securities, or (d) any investor will lend money to and/or invest in or with
      RENW.

     

     

     

    
      	
            	
              18.

            	
              Parent
                and Subsidiary Companies or
                Entities

            


    

    


    This
      Consulting Agreement applies to all parent or subsidiary companies or entities
      of RENW.

    


    
      	
            	
              19.

            	
              Enurement

            


    

    


    This
      Consulting Agreement shall enure to the benefit of and be binding upon the
      parties hereto and their respective heirs, executors, administrators, personal
      representatives, successors, assigns and any addenda’s attached
      hereto.

    



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

      AGREEMENT

    


    
      	
            	
              20.

            	
              Applicable
                Law

            


    

    


    This
      agreement is executed pursuant to and shall be interpreted and governed for
      all
      purposes by the laws of the State of Florida for which the Courts in
      Hillsborough County, Florida shall have jurisdiction.  If any
      provision of this consulting agreement is declared void, such provision shall
      be
      deemed severed from this agreement, which shall otherwise remain in full force
      and effect.

    


    


    IN
      WITNESS WHEREOF, the parties hereto have set their hands in execution
      of this agreement.

    


     

    
 

    
      	
              For
                and in behalf of:     

              RENW

               

               

               

               

               

               /s/
                Craig A. Huffman
                

              

              Craig A. Huffman

              
                Chairman

              

            	
              For
                and in behalf of:     

              JOSEPH DICARA

               

               

               

               

               

               /s/
                Joseph Dicara
                

              

              JOSEPH DICARA

               

            


    

    


     

     

     

     

     

     

     

     

     

     

     

     

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