BLUEFIRE EQUIPMENT CORPORATION 1113 Vine Street, Suite 125 Houston, Texas 77002

1a.

Willis shall act as an agent and provide a business presence for BFEC in the Permian Basin including West Texas and Southeastern New Mexico. Willis shall identify, screen and qualify prospective clients interested in purchasing or leasing drill bits, or engaging BFEC to provide other equipment or services. In addition, Willis will provide introductions to such companies and individuals, and assist with managing client accounts.

2a.

Upon BFEC's receipt of payment from a client introduced by Willis, a sales commission equal to 5.0% of the gross sales price of products and services shall be paid by BFEC to Willis.

3a.

The term of the Agreement is for two (2) years. Thereafter, this Agreement will automatically renew in one (1) year intervals unless notice of termination is provided. Either party may terminate this Agreement for cause with thirty (30) days written notice. For the purposes of this Agreement, cause is defined as a material breach of the Scope of Services.

4a.

BFEC and its principles covenant that they shall refrain from any effort to contact, communicate with, or circumvent Willis with regard to, any company or individual introduced to BFEC by Willis without Willis authorization; provided that BFEC did not already have a business relationship with such company or individual prior to execution of this Agreement.

4b.

BFEC and Willis hereby agree to mandatory arbitration to resolve any issues which are contended between the parties to this Agreement.

4c.

This Agreement represents the entire understanding between the parties and may not be amended or modified except in writing and with the consent and agreement of both parties. Should any portion of this Agreement be declared invalid, such declaration shall not affect remaining portions of the Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to choice of law doctrine.

4d.

This Agreement may be executed in multiple counterparts, each of which will be deemed as an original and all of which taken together shall constitute but one and the same instrument.