EXHIBIT 10.1
AGREEMENT dated the 4th day of December, 2002
[AMERICAN BIO-FUELS LOGO]
EXHIBIT 10.1
William L. "Stretch" Fowler
Joseph P. LaStella
William L. Wason,
DIRECTORS
AGREEMENT
This AGREEMENT made this 4th day of December, 2002 by and between AMERICAN
BIO-FUELS, LLC, hereinafter referred to as ABF, a Limited Liability Company
formed in Nevada, located at 4364 Bonita Road, Suite 106, Bonita, CA 91902 and
J-BIRD MUSIC GROUP, LTD, hereinafter referred to as JBMG, a Pennsylvania
Corporation, located at 5 River Road, Suite 301, Wilton, Connecticut 06897.
Whereas, ABF has an exclusive license in the USA from BIO-CLEAN FUELS, INC.
(BCF) to construct and operate Biofuel plants under a patent pending Continuous
Flow Technology.
Whereas, ABF has the expertise to construct, operate and market Biofuel
facilities and products along with being a member of the National Biodiesel
Board.
Whereas, ABF has its trademarked GREEN STAR FUELS registered with E.P.A. and is
well know in the Biofuel Industry Nationally and Internationally.
Whereas, JBMG is desirous of establishing a Biofuel facility in the State of
Connecticut utilizing ABF'S exclusive license from BCF.
NOW THEREFORE, it is agreed that ABF will grant to JBMG an exclusive license for
18 months from the signing of this AGREEMENT to construct a 15,000,000 million
gallon Biofuel facility in the State of Connecticut for a 50/50 joint venture on
the following terms and conditions:
1. Upon the signing of this AGREEMENT JBMG will pay $50,000
within 45 days of the signing of this Agreement and issue
500,000 Rule 144 Restricted common shares of JBMG, a public
company, to ABF.
2. Both parties agree to form a Limited Liability Company in
Nevada, licensed to do business in Connecticut, with equal
memberships interests issued to same. JBMG will have six (6)
months from the signing of this AGREEMENT to loan $1,000,000
dollars into LLC. JBMG'S responsibility thereafter is to raise
the additional monies for the LLC, within the next twelve (12)
months, to finance the construction as outlined in #3 below
for its 50% ownership interest in LLC Biofuel Plant in
Connecticut. ABF to assist in applying for all permits
necessary to build and construct plant issued by Federal and
State Regulatory Agencies during this one year exclusive
period. If some unforeseen circumstance occurs to delay the
issuance of permits to start construction then both parties
will mutually agree to extend this one year exclusive period
for a reasonable time. This is the only reason for an
extension beyond the one year exclusive period.
3. Accepted Industry Capital Cost Standards of construction of a Biofuel
facility is in the range of $1.00 to $1.25 per installed gallon for a
turnkey operational plant. ABF agrees to construct the turnkey
operational plant in Connecticut under this AGREEMENT for Forty-five
(.45) cents per installed gallon with an added ten percent (10%)
reserve for cost over runs agreed upon by JBMG for unforeseen
circumstances i.e. weather conditions, availability of equipment or
delays caused by Federal or State Regulatory Agencies after
construction commences. JBMG will also provide capital requirements to
LLC for sufficient land (fee titled or long term lease of at least 10
years with options to extend)), railroad sidings and building to house
plant including all utilities to operate. Note: In the event both
Parties of this AGREEMENT decide to expand capacity of Biofuel Plant to
50 million gallons then its suggested that the initial facilities i.e.
land, building, rail road sidings etc take this into consideration.
4. After completed construction of Biofuel plant, ABF'S responsibilities
are to train operators who will report to ABF as well as the marketing
of the Biofuel including applying for Federal and State subsidies if
available i.e. Commodity Credits or whatever other programs offer.
5. If at the end of this exclusive 18 month period JBMG has raised
necessary capital requirements for the LLC to complete initial Biofuel
plant then ABF will continue it's exclusivity, to be reviewed
biannually for a period up to ten (10) years.
6. If at the end of this exclusive 18 month period JBMG is not successful
in raising capital for LLC then ABF will agree to a non-exclusive
license to build a smaller Biofuel plant for a license fee of $250,000
per year.
7. The LLC will have three Managers/Directors, they will be Joseph P.
LaStella, William L. "Stretch" Fowler and LeeRoy Allen, Jr.
8. All marketing information will be approved by ABF.
9. The exclusive distribution of the manufactured Biofuel will be in the
State of Connecticut and available for other States as long as it does
not interfere with licensed ABF in neighboring states.
10. As Bids for large contracts become available in the Eastern Region the
LLC will agree to combine it's production with other distributors thus
benefiting all distributors on a profitable basis.
This AGREEMENT is binding and governed by the laws of the State of California.
Any disputes arising out of this AGREEMENT in the form of lawsuits will result
in the losing party being responsible for the payment of all legal fees
incurred.
This AGREEMENT shall be binding and shall inure to the benefit of the parties
hereto and their respective successors and assigns and may not be assigned by
either party without the written consent of the other party.
This AGREEMENT may be executed in several counterparts, including a final
AGREEMENT between the parties, each of which shall be deemed an original, all of
which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be duly
executed as of the date and year first above written.
J-BIRD MUSIC GROUP LTD
s/
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LeeRoy Allen, Jr.
CEO, President
s/
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Asa L. Fish
Secretary/Treasurer
AMERICAN BIO-FUELS, LLC
s/
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Joseph P. LaStella, Director, Manager
s/
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William L. "Stretch" Fowler, Director