0001144204-07-067324 Sample Contracts

AMERICAN ETHANOL, INC.
Stock Option Agreement • December 13th, 2007 • AE Biofuels, Inc. • Industrial organic chemicals

Unless otherwise defined herein, the terms defined in the 2007 Stock Plan shall have the same defined meanings in this Stock Option Agreement.

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AMERICAN ETHANOL, INC. WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • December 13th, 2007 • AE Biofuels, Inc. • Industrial organic chemicals • California

THIS WARRANT CERTIFIES THAT, for value received, the receipt and adequacy of which is hereby acknowledged, ______________ or its assignees (the “Holder”), is entitled to subscribe for and purchase, subject to the provisions and upon the terms and conditions hereinafter set forth, the number of fully paid and nonassessable shares of Common Stock, $.001 par value (subject to adjustments from time to time as specified in Section 4 hereof, the “Warrant Stock”) of American Ethanol, Inc., a Nevada corporation (the “Company”), at the initial exercise price per share of Warrant Stock (subject to adjustments from time to time, as specified in Section 4 hereof) (the “Warrant Exercise Price”) all as set forth above.

AMERICAN ETHANOL, LLC EXECUTIVE CHAIRMAN AGREEMENT
Executive Chairman Agreement • December 13th, 2007 • AE Biofuels, Inc. • Industrial organic chemicals • California

THIS EXECUTIVE CHAIRMAN AGREEMENT (this “Agreement”) is made and entered into as of January 30, 2006 by and between American Ethanol, LLC, a California limited liability company (the “Company”), and Eric A. McAfee (the “Advisor”).

AMERICAN ETHANOL, LLC WILLIAM MAENDER EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 13th, 2007 • AE Biofuels, Inc. • Industrial organic chemicals • California

This Agreement is made by and between American Ethanol, LLC, a California limited liability corporation (the “Company”), and William Maender (“Executive”) to be effective as of January 12, 2006 (the “Effective Date”).

AMERICAN ETHANOL, INC. ANDREW FOSTER EMPLOYMENT AGREEMENT
Employment Agreement • December 13th, 2007 • AE Biofuels, Inc. • Industrial organic chemicals • California

This Agreement is made by and between American Ethanol, Inc. (the “Company”) and Andrew Foster (“Employee”) to be effective as of May 22, 2007 (the “Effective Date”).

1ST ADDENDUM TO STANDARD SUBLEASE MULTI-TENANT
Sublease Addendum • December 13th, 2007 • AE Biofuels, Inc. • Industrial organic chemicals

THE STANDARD SUBLEASE MULTI-TENANT BY AND BETWEEN NAVIO SYSTEMS, INC (SUBLESSOR) AND AMERICAN ETHANOL INC.(SUBLESSEE) DATED AS OF SEPTEMBER 6, 2007, FOR THE PROPERTY LOCATED AT 20400 STEVEN CREEK BLVD, SUITE 700, CUPERTINO, CALIFORNIA 95014 (SUBLEASE), IS AMENDED BY THIS 1ST ADDDENDUM DATED AS OF THE SAME DATE, AND INCORPORATED IN THAT SUBLEASE.

EXHIBIT B AMERICAN ETHANOL, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 13th, 2007 • AE Biofuels, Inc. • Industrial organic chemicals • California

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 28, 2007 by and among AMERICAN ETHANOL, INC., a Nevada corporation (the “Company”), the purchasers of Series A Preferred Stock of the Company (the “Series A Investors”) pursuant to those certain Series A Preferred Stock Subscription Agreements dated as of varying dates in February, March and April, 2006 (the “Series A Agreements”) and the purchasers of Series B Preferred Stock of the Company (the “First Series B Investors”) pursuant to that certain Series B Preferred Stock Purchase Agreement dated September 5, 2006, (the “First Series B Agreements”), and the purchasers of Series B Preferred Stock of the Company (the “Second Series B Investors” and together with the First Series B Investors, the “Series B Investors”) pursuant to that certain Series B Preferred Stock Purchase Agreement of even date herewith (the “Second Series B Agreements” and together with the First Series B Agreements, th

AMERICAN ETHANOL, INC. AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 13th, 2007 • AE Biofuels, Inc. • Industrial organic chemicals • California

This Amendment to Executive Employment Agreement (the “Amendment”) is made by and between American Ethanol, Inc., a Nevada corporation (the “Company”), and Surendra Ajjarapu (“Executive”) as of June 1, 2007 (the “Effective Date”).

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