0001255294-10-000433 Sample Contracts

Mr. Vincent J. Franzone AMERICAN BIO FUELS, LLC New York, NY 10036
Goldspan Resources, Inc. • May 24th, 2010 • Metal mining

The purpose of this letter is to set forth certain non-binding understandings between Goldspan Resources, Inc., a Nevada corporation (“GSPN”) and American Bio Fuels, LLC (“ABF”), with respect to a transaction whereby ABF shall transfer all of the issued and outstanding shares of Able Energy New York, Inc. (“Able NY”) to GSPN for a combination of convertible notes and commons shares of GSPN in amounts and numbers to be determined as set forth herein, the (“Acquisition”).

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