Unassociated Document


    EMPLOYEE
      EMPLOYMENT AGREEMENT

    


    


    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”)
      dated
      April 12, 2007 and effective as of the 1st
      day of
      December, 2006, is entered into by and between Malibu Minerals, Inc., a Nevada
      corporation (the “Company”),
      and
      James Laird (“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 Employment Term, Employee is hereby employed as set forth in Exhibit A.
      During 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, the board of
      directors of the Company (the “Board of Directors”), 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 Employment Term,
      Employee shall report directly to the Company’s Board of Directors or such other
      person as determined by the Company. In furtherance of the foregoing, Employee
      shall, subject to the direction and instruction of the Board of Directors:
      (a)
      devote such amount of hours per week as required by the Board of Directors
      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.

    


    1.2 Employment
      Term.
      The
      initial term of Employee’s employment under this Agreement shall commence on
      December 1, 2006 (the “Effective Date”) and shall continue for 12 months, up to
      and until November 30, 2007 (the “Employment Term”), and subject to renewal as
      set forth in this Section 1.2, 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 Employment Term”). The 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
      fifteen (15) days prior to the expiration of the then-effective 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.

    


    
      
        
        

      

      
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    1.3 Extent
      of Service.
      During
      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 Monthly
      Salary;
      Base
      Salary;
      Consulting
      Fees.
      

    


    (i) The
      Company shall pay Employee during the Employment Term a salary at the monthly
      rate of $4,000 (U.S.) for the initial 4 months, and subsequently, a salary
      at
      the monthly rate of $2,500, for each month there after up to and until November
      30, 2007 (the “Monthly Salary”), which shall be paid on the last business day of
      each month during the Employment Term. Subject to renewal as set forth in
      Section 1.2, during the Subsequent 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 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.

    


    (ii) The
      Company and Employee acknowledge that any form of compensation due to Employee
      as set forth in this Agreement, including in Sections 1.4 through 1.6, does
      not
      include any fees for professional services to be provided to the Company by
      Employee’s consulting company, amount, terms and payment of which shall be
      agreed to separately in writing by the Company and Employee.

    


    1.5 Restricted
      Stock;
      Retirement
      of Restricted Stock.
      

    


    (i) In
      addition to the Monthly Salary and Base Salary, effective as of August 4, 2006,
      Employee has received a one-time payment of 10,000,000 shares of restricted
      common stock, $0.001 par value per share (the “Common Stock”), of the Company
      (the “Shares”)
      in
      consideration of the Employee being the sole founder of the Company. The parties
      acknowledge that as of the date of this Agreement, Employee owns only 5,000,000
      Shares.

    


    (ii) In
      consideration of the covenants, payments, and agreements set forth in this
      Agreement and in consideration of the Company proceeding with Completion (as
      defined in the Acquisition Agreement) of the Acquisition Agreement dated
      December 29, 2006, entered into by and among the Company, Flex Fuels Energy
      Limited (“Flex Fuels”), the
      shareholders of Flex Fuels and the individuals signatories thereto (the
“Acquisition Agreement”), receipt of which is hereby acknowledged, Employee
      hereby irrevocably agrees to before Completion to enter into a stock retirement
      agreement with the Company in order to retire 4,900,000 Shares of Employee’s
      holdings, such that immediately before Completion the Employee shall own 100,000
      Shares, unless otherwise agreed to mutually in writing by the Company and
      Employee (“Retirement of Stock”). Notwithstanding, any Retirement of Stock shall
      be null and void in the event the Completion does not take place as contemplated
      under the Agreement.

    


    
      
        
        

      

      
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    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 majority of the members of the Board
      of
      Directors. 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.

    


    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
      Employment Term and/or Subsequent 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.

    


    
      
        
        

      

      
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    3. Non-Competition;
      Non-Solicitation.

    


    3.1 Non-Compete.
      The
      Employee hereby covenants and agrees that during the Employment Term and
      Subsequent Employment Term, if any, of this Agreement and for a period of one
      year following the end of the Employment Term and one year following the end
      of
      the Subsequent Employment Term, if any, the Employee will not, without the
      prior
      written consent 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 States, the United Kingdom, 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.

     

    


    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.

    


    
      
        
        

      

      
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    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.

    


    4.3 Compensation
      on Termination.
      In the
      event the Company terminates Employee’s employment, all payments under this
      Agreement shall cease, except for the 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 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.

    


    
      
        
        

      

      
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    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.

     

    (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.

     

    
      
        
        

      

      
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    (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.

     

    (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:
                  

                


              




      
        
          
          

        

        
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              With
                a copy to:

            	
              Sichenzia
                Ross Friedman Ference LLP

              61
                Broadway, 32nd
                Floor

              New
                York, NY 10006

              Attention:
                Richard A. Friedman

              Telephone:
                (212) 930-9700

              Facsimile:
                (212) 930-9725

               

            


    

     

    
      
        	 	
                If
                  to Employee, to:

              	
                Mr.
                  James Laird

                ______________________

                ______________________

                Telephone:
                  

                Facsimile:
                  

              


      

       



    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.

    


    
      
        
        

      

      
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    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/ James
              Laird
	 	
              
James
              Laird
	 	 




    


    


    


    
      
         

        


        
        

      

      
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    EXHIBIT
      A

    


    Employee
      is hereby employed as the Chief Executive Officer, President, acting Chief
      Financial Officer, Secretary and Treasurer.

     

     

     

    11