Services
Agreement
THIS AGREEMENT
(“Agreement”), dated March 30, 2007, is between
Biodiesel Solutions, Inc., a corporation existing under the laws of
Nevada (“BSI”), and Renewal Fuels, Inc., a corporation
existing under the laws of Delaware (“RFI”).
WHEREAS, in
accordance with a certain Asset Purchase Agreement, dated March 9,
2007, among BSI and RFI, RFI has purchased certain assets of BSI
constituting the FuelMeister division
(“FuelMeister”);
WHEREAS, RFI is
desirous of BSI providing certain services to RFI for a specified
period of time in connection with the business and management of
FuelMeister and BSI is willing to provide such services.
NOW, THEREFORE,
in consideration of the foregoing and other good and valuable
consideration, the receipt of which is hereby
acknowledged:
1.
RFI hereby retains BSI as an
independent contractor, and not as its agent, to provide the use of
BSI employees engaged in services on behalf of FuelMeister, as such
persons may be employed by BSI from time to time (“Employee
Services”). BSI shall provide evidence of the expenses
related to the Employee Services, including but limited to
compensation, health insurance, worker’s compensation
insurance and liability insurance and provide invoices for all such
expenses. RFI shall reimburse BSI for the cost of all such expenses
at or prior to the time that such actual expenses shall be incurred
by BSI. Compensation payments will generally be required on a
weekly basis. Current estimated personnel required and costs
associate therewith are set forth on Schedule A attached hereto.
All of such persons shall remain employees of BSI at all times
during the term of this Agreement.
The provision
of services from BSI to RFI shall include, but not be limited
to:
(a) general
management services, including (i) the services of executive,
operating and financial officers and other personnel; (ii)
assistance with RFI's preparation of proposed budgets and capital
expenditures; and (iii) such other general management services as
may from time to time reasonably be requested by RFI;
and
(b) general
administrative and technical assistance, advice and direction,
including with respect to (i) accounting, inventory control, tax
compliance and reporting systems services; (ii) the transition of
trademark and patent matters; (iii) market servicing, product
pricing and costs controls and evaluations; (iv) preparation of
advertising and publicity literature and other materials; (v)
providing, training and supervising employees and support staff and
providing guidelines and policies as may be necessary; and (vi)
such other general administrative and technical services as may
from time to time reasonably be requested by RFI.
In the event
RFI shall engage any employees, such employees shall be direct
employees of RFI, regardless of any supervision by BSI employees
hereunder. RFI will provide evidence of Workers Compensation
insurance for RFI direct employees to BSI.
2.
BSI and RFI shall each maintain a
policy of comprehensive general liability insurance of at least $1
million in coverage, and such other bonding and liability
insurance, including but not limited to professional errors and
omissions insurance and un
