Key Employee Agreement

Exhibit 10.2

SEATTLE BIOFUELS, INC.

KEY EMPLOYEE AGREEMENT FOR

MARTIN TOBIAS This Employment Agreement between Seattle Biofuels, Inc, a Washington corporation, and Martin Tobias, a Washington resident, is dated as of May 23, 2005.

1. Responsibilities. You will perform the duties customarily performed by the Chief Executive Officer (" CEO" ) of a corporation which is, in all respects, similar to the Company and such other duties as may be assigned from time to time by the Board of Directors of the Company, which relate to the business of the Company, its subsidiaries, its parent corporation, or any business ventures in which the Company, its subsidiaries or its parent corporation may participate. You will report to the Company' s Board of Directors.

We expect you to devote all of your productive time, ability, attention and effort to the Company' s business and will skillfully serve its interests while serving as CEO; provided , however , that you may devote reasonable periods of time to (a) engaging in personal investment activities, (b) serving on the Board of Directors of other corporations, if such service is not with an enterprise that competes with the Company, and (c) engaging in charitable or community service activities, so long as none of the foregoing additional activities materially interfere with your duties as CEO.

2. At-Will Employment. It is understood and agreed by you and the Company that this Agreement does not contain any promise or representation concerning the duration of your employment with the Company. You specifically acknowledge that your employment with the Company is at-will and may be altered or terminated by either you or the Company at any time, with or without cause and/or with or without notice. In the event of a conflict between this and any other statement, oral or written, present or future, concerning terms and conditions of employment, the at-will relationship confirmed in this disclaimer shall control. This at-will status cannot be altered except in writing signed by you and all non-interested Directors.

3. Compensation. Your salary will be $150,000 per year, payable monthly; provided, however, that payment of your salary shall be deferred until our anticipated $2 million funding round closes. As soon as the Company' s shareholders approve an option plan the Board of Directors will meet to grant you options to purchase 1,080,000 shares of the Company' s common stock at the fair market value of such shares on the date of the meeting. The options will vest monthly over a three-year period and will have a life of ten years.

4. Benefits. During the term of your employment you will be entitled to participate, subject to and in accordance with applicable eligibility requirements, in any fringe benefit programs the Company may have. [ Describe vacation and sick leave benefits. ] 5. Term of Employment; Termination

(a) The Effective Date of this Agreement is May 23, 2005, which will also be your start date.

(b) Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall be terminated on the earliest of:

(i) your death, or any illness, disability or other incapacity in such a manner that you are physically rendered unable regularly to perform your duties hereunder for a period in excess of one hundred twenty (120) consecutive days or more than one hundred eighty (180) days in any consecutive twelve (12) month period;

(ii) thirty (30) days after you, for any reason, give written notice to the Compan ...