0001144204-11-053400 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • September 16th, 2011 • ALL Fuels & Energy Co • Industrial organic chemicals • Texas

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 18th day of August, 2011, by and among All Fuels & Energy Company, a Delaware corporation (the “Company”), and the Investor(s) set forth on the signature pages affixed hereto (individually, a “Investor” or collectively “Investors”).

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LOCK-UP AGREEMENT
Lock-Up Agreement • September 16th, 2011 • ALL Fuels & Energy Co • Industrial organic chemicals • Delaware

THIS LOCK-UP AGREEMENT (the “Agreement”) is between All Fuels & Energy Company., a Delaware corporation (the “Company”), and Dean Sukowatey, sometimes referred to herein as the “Shareholder.” For all purposes of this Agreement, “Shareholder” includes any “affiliate, controlling person of Shareholder, agent, representative or other person with whom Shareholder is acting in concert.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 16th, 2011 • ALL Fuels & Energy Co • Industrial organic chemicals • Iowa

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), dated effective August 15, 2011 (the “Effective Date”) is made by and between All Fuels & Energy Company a duly organized Delaware corporation, ("Employer"), and Dean Sukowatey ("Employee"), amends and restates in its entirety that certain Employment Agreement, December 18, 2009, by and between Employer and Employee (“Existing Agreement”).

FIRST AMENDMENT TO THE DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • September 16th, 2011 • ALL Fuels & Energy Co • Industrial organic chemicals • Texas

This Amendment to the Debt Conversion Agreement (“Agreement”) is effective as of August __, 2011, by and among All Fuels & Energy Company (the “Company”) and Dean Sukowatey (“Investor”), amends that certain Debt Conversion Agreement by and between the Company and Investor, dated effective August 15, 2011 (“Debt Conversion”).

ASSIGNMENT AGREEMENT
Assignment Agreement • September 16th, 2011 • ALL Fuels & Energy Co • Industrial organic chemicals

This assignment agreement (“Assignment”) is made and entered into as of August 15, 2011, by and between All Fuels & Energy Company, a Delaware corporation (the “Company”) and Dean Sukowatey (“Assignee”).

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