Unassociated Document


    EMPLOYEE
      EMPLOYMENT AGREEMENT

    


    


    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”)
      dated
      April 12, 2007 and effective as of the 1st
      day of
      January, 2007, is entered into by and between Malibu Minerals, Inc., a Nevada
      corporation (the “Company”),
      and
      Thomas Barr (“Employee”).

    


    The
      Company desires to employ the Employee, and the Employee wishes to accept such
      employment with the Company, upon the terms and conditions set forth in this
      Agreement.

    


    NOW
      THEREFORE, in consideration of the foregoing facts and mutual agreements set
      forth below, the parties, intending to be legally bound, agree as
      follows:

    


    1. Employment.
      The
      Company hereby agrees to employ Employee, and Employee hereby accepts such
      employment and agrees to perform Employee’s duties and responsibilities in
      accordance with the terms and conditions hereinafter set forth.

    


    1.1 Duties
      and Responsibilities.
      During
      the Initial Employment Term and the Employment Term, Employee is hereby employed
      as set forth in Exhibit A. During the Initial Employment Term and the Employment
      Term, Employee shall perform all duties and accept all responsibilities incident
      to such positions and other appropriate duties as may be assigned to Employee
      by
      the Company’s Chief Executive Officer or such other person as determined by the
      Company from time to time. The Company shall retain full direction and control
      of the manner, means and methods by which Employee performs the services for
      which he is employed hereunder and of the place or places at which such services
      shall be rendered. During the Initial Employment Term and the Employment Term,
      Employee shall report directly to the Company’s Chief Executive Officer or such
      other person as determined by the Company. In furtherance of the foregoing,
      Employee shall, subject to the direction and instruction of the Company during
      the Employment Term: (a) devote such amount of hours per week as required by
      the
      Company’s Chief Executive Officer or such other person as determined by the
      Company from time to time, and will diligently and to the best of employee’s
      ability perform all duties incident to Employee’s employment hereunder; (b) use
      Employee’s best efforts to promote the interests of the Company; and (c) perform
      such other duties as the Company may from time to time direct. Notwithstanding
      anything else set forth in this agreement, the Company and Employee each
      acknowledge and agree that Employee is hereby employed as set forth in Exhibit
      A
      solely in a non executive capacity, without having such authority as an
      executive officer might have.

    


    1.2 Initial
      Employment Term; Employment
      Term.
      

    


    (i) The
      initial term of Employee’s employment under this Agreement shall commence on
      January 1, 2007 (the “Effective Date”) and shall continue for 3 months (the
“Initial Employment Term”). Subsequent to the Initial Employment Term, the
      parties shall mutually agree to in writing to either renew (a) the Initial
      Employment Term of the Employee’s employment on a month to month basis on
      applicable terms set forth in this Employment Agreement such that the Employee
      shall continue to receive the Initial Monthly Salary for the Initial Employment
      Term, or (ii) the Employee’s employment under Section 1.2(ii) of this Agreement
      such that the Employee shall receive the Base Salary for the Employment
      Term.

    


    
      
         

      

      
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    (ii) Subject
      to renewal as set forth in this Section 1.2(ii), the subsequent term of
      Employee’s employment hereunder shall commence on the Renewal Date and shall
      continue for 12 months or such other period as mutually determined in writing
      by
      the Company and the Employee, unless earlier terminated in accordance with
      Section 4 hereof. The subsequent term of Employee’s employment shall be subject
      to renewal at the Company’s sole option for successive one (1) year periods if
      the Company delivers to the Employee a written notice of its intent to renew
      the
“Employment Term,” which written notice shall be given no later then thirty (30)
      days prior to the expiration of the then-effective “Employment Term” as that
      term is defined below, unless otherwise agreed to in the Company’s sole
      discretion. Subject to renewal as set forth in this Section 1.2, the period
      commencing as of the Renewal Date and ending 12 months thereafter, or such
      later
      date to which the term of Employee’s employment under the Agreement shall have
      been extended by mutual written Agreement is referred to herein as the
“Employment Term.” “Renewal Date” shall mean the date on which the Company and
      the Employee shall mutually agree to in writing as the commencement date of
      any
      subsequent Employment Term.

    


    1.3 Extent
      of Service.
      During
      the Initial Employment Term and the Employment Term, Employee agrees to use
      Employee’s best efforts to carry out the duties and responsibilities under
      Section 1.1 hereof. 

    


    1.4 Initial
      Monthly Salary;
      Base
      Salary.
      The
      Company shall pay Employee during the Initial Employment Term a salary at the
      monthly rate of $10,000 (U.S.) (the “Initial Monthly Salary”), which shall be
      paid on the last business day of each month during the Initial Employment Term.
      Subject to renewal as set forth in Section 1.2, during the Employment Term,
      the
      Company and Employee shall mutually agree to in writing of the amount of the
      base salary that the Company shall pay to Employee, and Employee shall agree
      to
      accept, which shall be paid monthly on the last business day of each month
      during the Employment Term, or as otherwise agreed to by the parties (the “Base
      Salary”). The Initial Monthly Salary and the Base Salary shall be subject to all
      state, federal, and local payroll tax withholding and any other withholdings
      required by law.

    


    1.5 Restricted
      Stock.
      In
      addition to the Initial Monthly Salary and Base Salary, effective as of December
      18, 2006, Employee has received a one-time payment of 68,673 shares of
      restricted common stock, $0.001 par value per share (the “Common Stock”), of the
      Company (the “Shares”).
       

    


    1.6 Reimbursement
      of Expenses; Vacation; Sick Days and Personal Days.
      Employee shall be provided with reimbursement of expenses related to Employee’s
      employment by the Company on a basis no less favorable than that which may
      be
      authorized from time to time by the Board, in its sole discretion, for senior
      level Employees as a group. Subject to renewal as set forth in Section 1.2,
      during the Employment Term Employee shall be entitled to vacation and holidays
      in accordance with the Company’s normal personnel policies for senior level
      Employees, but not less than three (3) weeks of vacation per calendar year,
      provided Employee shall not utilize more than seven (7) consecutive business
      days without the express consent of the Chief Executive Officer. Unused vacation
      time will be forfeited as of December 31 of each calendar year of the Employment
      Term. Employee shall be entitled to no more than an aggregate of ten (10) sick
      days and personal days per calendar year.

    


    
      
         

      

      
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    1.7 No
      Other Compensation.
      Except
      as expressly provided in Sections 1.4 through 1.6, Employee shall not be
      entitled to any other compensation or benefits.

    


    2. Confidential
      Information.
      Employee recognizes and acknowledges that by reason of Employee’s employment by
      and service to the Company before, during and, if applicable, after the Initial
      Employment Term and/or Employment Term, Employee will have access to certain
      confidential and proprietary information relating to the Company’s business,
      which may include, but is not limited to, trade secrets, trade “know-how,”
product development techniques and plans, formulas, customer lists and
      addresses, financing services, funding programs, cost and pricing information,
      marketing and sales techniques, strategy and programs, computer programs and
      software and financial information (collectively referred to as “Confidential
      Information”). Employee acknowledges that such Confidential Information is a
      valuable and unique asset of the Company and Employee covenants that he will
      not, unless expressly authorized in writing by the Company, at any time during
      the course of Employee’s employment use any Confidential Information or divulge
      or disclose any Confidential Information to any person, firm or corporation
      except in connection with the performance of Employee’s duties for the Company
      and in a manner consistent with the Company’s policies regarding Confidential
      Information. Employee also covenants that at any time after the termination
      of
      such employment, directly or indirectly, he will not use any Confidential
      Information or divulge or disclose any Confidential Information to any person,
      firm or corporation, unless such information is in the public domain through
      no
      fault of Employee or except when required to do so by a court of law, by any
      governmental agency having supervisory authority over the business of the
      Company or by any administrative or legislative body (including a committee
      thereof) with apparent jurisdiction to order Employee to divulge, disclose
      or
      make accessible such information. All written Confidential Information
      (including, without limitation, in any computer or other electronic format)
      which comes into Employee’s possession during the course of Employee’s
      employment shall remain the property of the Company. Except as required in
      the
      performance of Employee’s duties for the Company, or unless expressly authorized
      in writing by the Company, Employee shall not remove any written Confidential
      Information from the Company’s premises, except in connection with the
      performance of Employee’s duties for the Company and in a manner consistent with
      the Company’s policies regarding Confidential Information. Upon termination of
      Employee’s employment, the Employee agrees to return immediately to the Company
      all written Confidential Information (including, without limitation, in any
      computer or other electronic format) in Employee’s possession. As a condition of
      Employee’s continued employment with the Company and in order to protect the
      Company’s interest in such proprietary information, the Company may require
      Employee’s execution of a Confidentiality Agreement and Inventions
      Agreement.

    


    3. Non-Competition;
      Non-Solicitation.

    


    3.1 Non-Compete.
      The
      Employee hereby covenants and agrees that during the Initial Employment Term
      and
      the Employment Term of this Agreement and for a period of one year following
      the
      end of the Initial Employment Term and one year following the end of the
      Employment Term, the Employee will not, without the prior knowledge of the
      Company, directly or indirectly, on his own behalf or in the service or on
      behalf of others, whether or not for compensation, engage in any business
      activity, or have any interest in any person, firm, corporation or business,
      through a subsidiary or parent entity or other entity (whether as a shareholder,
      agent, joint venturer, security holder, trustee, partner, consultant, creditor
      lending credit or money for the purpose of establishing or operating any such
      business, partner or otherwise) with any Competing Business in the Covered
      Area.
      For the purpose of this Section 3.1, (i) “Competing Business” means the business
      of the Company or any of its subsidiaries, whether partially or whole owned,
      directly or indirectly related to mineral exploration, constructing, owning
      and
      managing seed processing facilities, refineries producing bio diesel products
      (and associated power generation facilities if commercially desirable) and
      engaging in the business of selling supplying and distributing bio diesel
      products, and (ii) “Covered Area” means all geographical areas of the United
      Kingdom, the U.S and Canada and other foreign jurisdictions where Company then
      has offices and/or engages in mineral exploration, constructs, owns or manages
      seed processing facilities, refineries producing bio diesel products (and
      associated power generation facilities if commercially desirable) or engage
      in
      the business of selling supplying and distributing bio diesel products.
      Notwithstanding the foregoing, the Employee may own shares of companies whose
      securities are publicly traded, so long as such securities do not constitute
      more than five percent (5%) of the outstanding securities of any such
      company.

     

    
      
         

      

      
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    3.2 Non-Solicitation.
      The
      Employee further agrees that as long as the Agreement remains in effect and
      for
      a period of one (1) year from its termination, the Employee will not divert
      any
      business of the Company and/or its affiliates or any customers or suppliers
      of
      the Company and/or the Company’s and/or its affiliates’ business to any other
      person, entity or competitor, or induce or attempt to induce, directly or
      indirectly, any person to leave his or her employment with the
      Company.

    


    3.3 Remedies.
      The
      Employee acknowledges and agrees that his obligations provided herein are
      necessary and reasonable in order to protect the Company and its affiliates
      and
      their respective business and the Employee expressly agrees that monetary
      damages would be inadequate to compensate the Company and/or its affiliates
      for
      any breach by the Employee of his covenants and agreements set forth herein.
      Accordingly, the Employee agrees and acknowledges that any such violation or
      threatened violation of this Section 3 will cause irreparable injury to the
      Company and that, in addition to any other remedies that may be available,
      in
      law, in equity or otherwise, the Company and its affiliates shall be entitled
      to
      obtain injunctive relief against he threatened breach of this Section 3 or
      the
      continuation of any such breach by the Employee without the necessity of proving
      actual damages.

    


    4. Termination;
      Cooperation
      with the Company after Termination.
      

    


    4.1 By
      Company.
      The
      Company, by action of the Chief Executive Officer or acting by duly adopted
      resolutions of the Board of Directors, may, in its discretion and at its option,
      terminate the Employee’s employment with or without Cause, and without prejudice
      to any other right or remedy to which the Company or Employee may be entitled
      at
      law or in equity or under this Agreement. In the event the Company desires
      to
      terminate the Employee’s employment without Cause, the Company shall give the
      Employee not less than sixty (60) days advance written notice. Termination
      of
      Employee’s employment hereunder shall be deemed to be “for Cause” in the event
      that Employee violates any provisions of this Agreement, is guilty of any
      criminal act other than minor traffic violations, is guilty of willful
      misconduct or gross neglect, or gross dereliction of his duties hereunder or
      refuses to perform his duties hereunder after notice of such refusal to perform
      such duties or directions was given to Employee by the Chief Executive Officer
      or Board of Directors.

    


    4.2 By
      Employee’s Death or Disability.
      This
      Agreement shall also be terminated upon the Employee’s death and/or a finding of
      permanent physical or mental disability, such disability expected to result
      in
      death or to be of a continuous duration of no less than six (6) months, and
      the
      Employee is unable to perform his usual and essential duties for the
      Company.

    


    
      
         

      

      
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    4.3 Compensation
      on Termination.
      In the
      event the Company terminates Employee’s employment, all payments under this
      Agreement shall cease, except for the Initial Monthly Salary and the Base Salary
      to the extent already accrued. In the event of termination by reason of
      Employee’s death and/or permanent disability, Employee or his executors, legal
      representatives or administrators, as applicable, shall be entitled to an amount
      equal to Employee’s Base Salary accrued through the date of termination. Except
      during the Initial Employment Term, upon termination of Employee, if Employee
      executes a written release, substantially in the form attached hereto as Exhibit
      “B” (the “Release”), of any and all claims against the Company and all related
      parties with respect to all matters arising out of Employee’s employment by the
      Company (other than Employee’s entitlement under any employee benefit plan or
      program sponsored by the Company in which Employee participated), unless the
      Employment Term expires or termination is for Cause, the Employee shall receive,
      in full settlement of any claims Employee may have related to his employment
      by
      the Company, Base Salary for 30 calendar days from the date of termination,
      provided Employee is in full compliance with the provisions of Sections 2 and
      3
      of this Agreement.

    


    4.4 Voluntary
      Termination.
      Employee may voluntarily terminate the Employment Term upon sixty (60) days’
prior written notice for any reason; provided, however, that no further payments
      shall be due under this Agreement in that event except that Employee shall
      be
      entitled to any benefits due under any compensation or benefit plan provided
      by
      the Company for Employees or otherwise outside of this Agreement.

    


    4.5 Following
      termination of this Agreement for any reason (with or without cause), Employee
      shall fully cooperate with the Company in all matters relating to the winding
      up
      of Employee’s Services and the orderly transfer of such matters to any person
      designated by the Company and shall promptly return to the Company all of the
      property of the Company and any other materials or information related to the
      Company, including all work product, whether finished or unfinished, prepared
      or
      produced by Employee for the benefit of the Company under this
      Agreement.

    


    5. Investment
      Representations.

     

    
      
         

      

      
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    (i)  Employee
      Bears Economic Risk.
      Employee
      must bear the economic risk of this investment indefinitely unless the Shares
      are registered pursuant to the Securities Act of 1933, as amended (the
“Securities
      Act”),
      or an
      exemption from registration is available. Employee also understands that there
      is no assurance that any exemption from registration under the Securities Act
      of
      1933 will be available and that, even if available, such exemption may not
      allow
      Employee to transfer all or any portion of the shares of the common stock of
      the
      Company to be received by Employee pursuant to this Agreement under the
      circumstances, in the amounts or at the times Employee might
      propose.

     

    (ii)  Acquisition
      for Own Account.
      Employee
      is acquiring the Shares to be received by Employee pursuant to this Agreement
      for its own account for investment only, and not with a view towards
      distribution.

     

    (iii)  Employee
      Can
      Protect His Interest.
      Employee
      represents that by reason of his business or financial experience, Employee
      has
      the capacity to protect his own interests in connection with the transactions
      contemplated by this Agreement. Further, Employee is aware of no publication
      of
      any advertisement in connection with the transactions contemplated by this
      Agreement.

     

    (iv)  Company
      Information.
      Employee
      has had an opportunity to discuss the Company’s business, management and
      financial affairs with directors, officers and management of the Company and
      has
      had the opportunity to review the Company’s operations and facilities. Employee
      has also had the opportunity to ask questions of and receive answers from the
      Company and its management regarding the terms and conditions of this
      investment. 

     

    (v)  Transfer
      Restrictions. Employee
      will not sell or otherwise transfer the Shares without registration under the
      Securities Act or unless an exemption from registration is available.


     

    (vi)  Rule
      144.
      Employee
      acknowledges and agrees that the Shares to be received by Employee pursuant
      to
      this Agreement must be held indefinitely unless it is subsequently registered
      under the Securities Act or an exemption from such registration is available.
      Employee is aware that the Shares are “restricted securities,” as such term is
      defined in Rule 144 promulgated under the Securities Act. Employee has been
      advised or is aware of the provisions of Rule 144 promulgated under the
      Securities Act as in effect from time to time, which permits limited resale
      of
      shares purchased in a private placement subject to the satisfaction of certain
      conditions, including, among other things: the availability of certain current
      public information about the Company, the resale occurring following the
      required holding period under Rule 144 and the number of shares being sold
      during any three-month period not exceeding specified limitations.

     

    (vii)  No
      Representations or Warranties.
      No
      representations or warranties have been made to Employee by the Company or
      any
      officer, director, employee, agent, affiliate or subsidiary of the Company
      other
      than those contained herein, and in accepting shares of common stock of the
      Company, Employee is not relying on any representations other than those
      contained herein.

     

    
      
         

      

      
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    (viii)  Legend. Employee
      understands and acknowledges that any shares of common stock of the Company
      to
      be received by Employee pursuant to this Agreement shall bear a legend
      substantially as follows until such time as (a) such securities shall have
      been
      registered under the Securities Act, or (b) in the opinion of counsel for the
      Company such securities may be sold without registration under the Securities
      Act as well as any applicable state securities laws:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OR ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, HYPOTHECATED,
      SOLD OR TRANSFERRED UNLESS REGISTERED AND QUALIFIED UNDER THE SECURITIES ACT
      AND, IF APPLICABLE, STATE SECURITIES LAWS, OR IN THE OPINION OF COUNSEL
      REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION
      ARE
      NOT REQUIRED.”

     

    5. General
      Provisions.
      

    


    5.1 Modification:
      No Waiver.
      No
      modification, amendment or discharge of this Agreement shall be valid unless
      the
      same is in writing and signed by all parties hereto. Failure of any party at
      any
      time to enforce any provisions of this Agreement or any rights or to exercise
      any elections hall in no way be considered to be a waiver of such provisions,
      rights or elections and shall in no way affect the validity of this Agreement.
      The exercise by any party of any of its rights or any of these elections under
      this Agreement shall not preclude or prejudice such party from exercising the
      same or any other right it may have under this Agreement irrespective of any
      previous action taken.

    


    5.2 Notices.
      All
      notices and other communications required or permitted hereunder or necessary
      or
      convenient in connection herewith shall be in writing and shall be deemed to
      have been given when hand delivered or mailed by registered or certified mail
      as
      follows (provided that notice of change of address shall be deemed given only
      when received):

    
      


      
        	
                If
                  to the Company, 

              	
                to: Suite
                  510 - 999 West Hastings Street

                Vancouver

                British
                  Columbia

                Canada
                  A1 V6C 2W2

                Attention:
                  James Laird

                Telephone:
                  

                Facsimile:
                  

              


      

    

    
      	 	
              With
                a copy to:

            	
              Sichenzia
                Ross Friedman Ference LLP

              61
                Broadway, 32nd
                FloorNew
                York, NY 10006

              Attention:
                Richard A. Friedman

              Telephone:
                (212) 930-9700

              Facsimile:
                (212) 930-9725

            


    

    


    
      	
            	Ifto
              Employee, to:	
              Mr.
                Thomas Barr

              46
                Chobham Road

              Ottershaw

              Surrey

              United
                Kingdom

              KT16
                0NN

            


    

    
       

    

    
      
         

      

      
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      Or
        to
        such other names or addresses as the Company or Employee, as the case may
        be,
        shall designate by notice to each other person entitled to receive notices
        in
        the manner specified in this Section.

      


    

            5.3 Governing
      Law.
      This
      Agreement and (unless otherwise provided) all amendments hereof and waivers
      and
      consents hereunder shall be governed by the internal law of the State of New
      York, without regard to the conflicts of law principles thereof.

    


    5.4 Further
      Assurances.
      Each
      party to this Agreement shall execute all instruments and documents and take
      all
      actions as may be reasonably required to effectuate this Agreement.

    


    5.5 Severability.
      Should
      any one or more of the provisions of this Agreement or of any agreement entered
      into pursuant to this Agreement be determined to be illegal or unenforceable,
      then such illegal or unenforceable provision shall be modified by the proper
      court or arbitrator to the extent necessary and possible to make such provision
      enforceable, and such modified provision and all other provisions of this
      Agreement and of each other agreement entered into pursuant to this Agreement
      shall be given effect separately from the provisions or portion thereof
      determined to be illegal or unenforceable and shall not be affected
      thereby.

    


    5.6 Successors
      and Assigns.
      Employee may not assign this Agreement without the prior written consent of
      the
      Company. The Company may assign its rights without the written consent of the
      Employee, so long as the Company or its assignee complies with the other
      material terms of this Agreement. The rights and obligations of the Company
      under this Agreement shall inure to the benefit of and be binding upon the
      successors and permitted assigns of the Company, and the Employee’s rights under
      this Agreement shall inure to the benefit of and be binding upon his heirs
      and
      executors. The Company’s subsidiaries and controlled affiliates shall be express
      third party beneficiaries of this Agreement.

    


    5.7 Entire
      Agreement.
      This
      Agreement supersedes all prior agreements and understandings between the
      parties, oral or written. No modification, termination or attempted waiver
      shall
      be valid unless in writing, signed by the party against whom such modification,
      termination or waiver is sought to be enforced.

    


    5.8 Counterparts;
      Facsimile.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      for
      all purposes be deemed to be an original, and all of which taken together shall
      constitute one and the same instrument. This Agreement may be executed by
      facsimile with original signatures to follow.

    


    [Rest
      of page left intentionally blank]


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed
      this Agreement as of the date first written above.

     

    
      	 	 	 
	 	MALIBU
              MINERALS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ James
              Laird
	 	
              
Name:
              James Laird
	 	Title:
              Chief Executive Officer


    

    
      	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
              Barr
	 	
              
Thomas
              Barr
	 	 



    


     


    
      
         

      

      
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    EXHIBIT
      A

    


    Employee
      is hereby employed as a Vice President of Alternative Fuel
      Operations.

     

     

     

    10