EXHIBIT 99.1

Memorandum re Biofuel and Biochemical Projects of the Company

EXHIBIT 99.1

[IBBC LOGO]

International Biofuel & Biochemical Corp.
(Incorporated in United States)
Wilton, Connecticut

$100,000,000

Biofuel + Biochemical projects

January 2003

This Memorandum was prepared by Melentina Pusztay (MP) in her capacity as
advisor to and International Biofuels & Biochemical Corporation (IBBC or the
"Company"). The information contained in this Memorandum has been compiled from
information provided by the Company, government, media, statistical, trade and
other public sources, which are deemed to be reliable. MP and IBBC make no
representations or warranties as to the accuracy or completeness of such
information. Nothing contained herein is or shall be relied on as a
representation or warranty by MP, the Company, or any other source, as to the
performance of IBBC.

This memorandum is being distributed to a limited number of qualified strategic
and financial investor partners on a confidential basis, solely for
consideration of providing funding and expertise to the Company. Each potential
investor partner, by accepting delivery of this Memorandum, agrees to keep the
information contained in the Memorandum strictly Confidential, and to return the
Memorandum, together with all copies of any accompanying documents, if such
recipient does not proceed as presented in the Memorandum.

This Memorandum is for information purpose only. It is not intended as an offer
to sell or solicitation to buy any securities under the US Securities
regulations.

Contact:

TABLE OF CONTENTS

Page
1. Executive summary ....................................................4

2. Business description..................................................6

3. Business environment analysis ........................................8

4. Industry overview....................................................12

5. Competitive analysis.................................................17

6. Market analysis......................................................20

7. Marketing plan.......................................................26

8. Operations...........................................................28

9. Organizational structure.............................................33

10. Financial..........................................................35

11. Exit strategy......................................................36

12. Attachments

a. Assumptions..................................................39

b. Production utilization.......................................41

c. Use of Proceeds..............................................42

d. Construction Cost Estimates..................................43

e. Projected Income Statement...................................46

e. Projected Future Valuation...................................47

f. Management resume............................................48

EXECUTIVE SUMMARY

International Biofuel & Biochemical Corporation (IBBC) (OTC BB symbol: IBBO) was
founded as a Pennsylvania corporation in 1991 as the result of signing an
exclusive Licensing Agreement with American Bio-Fuels, Llc., a California-based
company. IBBC is now in the business of manufacturing and distributing
biodiesel, an alternative fuel that provides a solution to the growing global
problem of exhaust emissions from combustion engines. Bio-diesel is a soy-based
alternative fuel that is very similar in all performance characteristics to
petroleum diesel. IBBC plans to produce, distribute and market biodiesel fuel
and biochemical products.

IBBC is intent on playing an important role in improving both the environment
and the community. The Company has licensed proven technology that helps
significantly rid communities of diesel smoke, and cleans the environment for
the safe enjoyment of generations to come. IBBC strongly believes that the
environment needs responsible stewardship and its management advocates that
businesses should be proactive in protecting the environment. Tightening
environmental regulations, increased government funding and heightened public
awareness are creating new opportunities for biodiesel as a substitute for
petroleum diesel.

IBBC intends to focus on expanding rapidly by bringing to production 12
manufacturing plants by the year 2008. This would enable the Company to take
advantage of this niche for renewable fuel in the biodiesel marketplace. Since
biodiesel is entirely comparable with petroleum diesel, there are no engine
modifications required for biodiesel use. Therefore, biodiesel is a true
substitute with unique properties that improves engine efficiency and lubricity
while reducing pollution.

IBBC's approach to rapid expansion relies on the data that shows a very fast
growth market for biodiesel. According to Jenna Higgins from the National
Biodiesel Board, the production of biodiesel during the past five years has
increased by more than 200%. IBBC focus is on the industry growth drivers and
its competitive advantage is to identify its best market opportunities.

In December of 2002, International Biofuels & Biochemical Corporation (IBBC)
entered into a strategic alliance with American Bio-Fuels, Llc., which is a
bio-energy fuels company involved in the production, distribution and marketing
of bio-diesel fuel. American Bio-Fuels, Llc. (ABF), has exclusive rights to
patent-pending technology and is a leader in this industry. Through this
strategic alliance, IBBC has obtained the exclusive rights in the state of
Connecticut to produce, develop and manufacture biodiesel utilizing ABF's
technology. IBBC also has non-exclusive rights throughout the United States and
abroad to produce, develop and manufacture biodiesel using ABF's technology. As
a result of the technology licensed by IBBC from ABF, production of biodiesel
can be done at a lower cost, with much lower capital investment requirements and
minimal plant sizes through a continuous flow production process. ABF has
completed a pilot plant (Adelanto, CA) that successfully demonstrates the
technology for continuous flow production. IBBC and ABF are working together in
a variety of ways from joint research, to participating in larger projects, to
co-marketing, to exploring international opportunities and sharing information
for their common good.

International Biofuel & Biochemical Corp. is proud to lead the way in the
successful production of biodiesel by using emerging technology. IBBC
concentrates on bringing to market the benefits of biodiesel, which are: to
provide an unlimited substitute for petroleum diesel, to reduce environmental
concerns and to reduce the reliance on foreign oil. IBBC continues to see
influences that are extremely favorable to biodiesel production and we forecast
a rapid growth for biodiesel as an alternative fuel.

The 12 initial manufacturing plants are estimated to cost $100,000,000. IBBC
remains committed to obtaining the financing necessary to complete the
construction of the biodiesel processing plants and to execute its business
strategy.

BUSINESS DESCRIPTION
The business environment for biofuel is excellent. Biodiesel is in its infancy
phase and IBBC believes that exponential growth is possible. IBBC is one of the
few companies that recognizes the increased demand for biodiesel as an
alternative fuel and its demand that is gaining momentum in the United States
and throughout the world. IBBC also recognizes the most important property of
biodiesel is that it is a cleaner burning fuel that can be domestically
produced.

IBBC is in the process of constructing a large-scale biodiesel production
manufacturing plant in Connecticut. IBBC is evaluating the possibility of an
additional 11manufacturing plants throughout the US, which will be strategically
located and directly connected to a feedstock source, to eliminate
transportation costs. IBBC anticipates developing a large-scale production
stream of 12 manufacturing sites that will produce continuous flow biodiesel.
IBBC intends to expand, and build multiple manufacturing plants Internationally
in the future.

The timing of completing the construction phase of this project provides an
unprecedented opportunity to produce, distribute and market biodiesel. Each
plant is projected to cost approximately $20,000,000 dollars. A plant capacity
is scaleable to 20,000,000 gallons per year. The projected minimum net margin of
$.35 per gallon should allow for a short-term recoup of the initial capital. The
building of approximately 12 strategically located manufacturing plants
operating at full capacity would produce less than 1% of the alternative fuel
market, estimated at 8.8 billion gallons by 2008.
See Construction Cost Estimates

Our market growth is based on reducing the negative impacts of engine emissions
by replacing diesel fuel with biodiesel. Biodiesel is an attractive fuel for
diesel engines for the following reasons:

Environmental/Health Benefits
Biodiesel is a clean-burning alternative fuel that reduces emissions. Biodiesel
is a clean, ultra-low sulfur diesel. Sulfur dioxide (SO2) from petroleum diesel
affects breathing and cause respiratory and cardiovascular disease. SO2 is a
contributor to acid deposition (acid rain), which causes acidification of lakes,
causing serious damage to our environment. Starting in 2006, the EPA will
require trucks and buses using diesel fuel to have a 97 percent reduction in
sulfur emissions.

Studies have shown that particulate matter (PM) from diesel emission exhaust not
only cause environmental damage but also heath problems such as cancer,
respiratory problems and other serious illnesses. According to a study posted on
the EPA web site, children are more sensitive to air pollution because they
breathe 50 percent more air per pound of body weight than adults(1).

- --------------
(1) www.epa.gov/ne/eco/diesel

Government Incentives
The United States government is offering incentives for biodiesel production and
use while tightening emission regulations and encouraging low-emissions
alternative fuels. Increasing government incentives are encouraging the
development of biodiesel fueling infrastructure.
The Biodiesel Fuel Use Credit Interim Final Rule under the Energy Policy Act of
1992 (EPAct) became effective on January 9, 2001, allowing covered fleets to
count one biodiesel fuel use credit towards one AFV acquisition for each 450
gallons of B100 fuel or 2,250 gallons of B20 and up to 50% of a fleet's annual
AFV acquisition requirements(2).

U.S. Rep. Kenny Hulshof, R-MO., introduced legislation, co-sponsored by Rep. Ray
LaHood, R-IL, that provides a one-cent reduction in the diesel excise tax up to
20 percent, for every percent of biodiesel that is blended with diesel. This
bill will make biodiesel more affordable and as a result it will increase the
use of biodiesel. Legislation for biodiesel use is good for our country, our
economy and our air quality. The U.S. federal and state governments recognize
the need for legislation, government subsidies and tax incentives required to
create a market for this product and to start mass production. Corn farmers
receive a state tax credit, which expires next year, of 4.38 cents-per-gallon of
ethanol fuel. Legislation to extend this credit and provide a 4.69
cents-per-gallon of biodiesel credit along with 1 cent for every percentage of
soybean oil up to 20 percent is pending. This legislation will stimulate
production of renewable fuels that will replace 3 percent of U.S. energy by 2011
and 5 percent by 2016 according to Brad Glenn, President of the Illinois Soybean
Association.

On January 16, 2003, the Daily News Summary Covering Natural Gas, Propane &
Biofuel Vehicles reported that the U.S. representative Marcy Kaptur, D-OH
reintroduced the Biofuels Bill H.R. 130 into Congress, the Biofuels Energy
Independence Act, a bill designed "to promote U.S. energy independence from
foreign suppliers and accelerate the development of biofuels, including ethanol
and biodiesel." Congresswoman Kaptur stated that if the bill passes, "a national
biofuels program authorizing the U.S. Department of Agriculture to spur biofuels
production and provide for a Biofuels Feedstocks Energy Reserve" would be
established. Further more, Kaptur emphasizes that the bill mandates that the
secretary of agriculture would make and guarantee loans for production,
distribution, development and storage of biofuels across the country. Kaptur
said "This bill is an essential step in increasing the usage of biofuels and
proving the utility of biofuels as a source of energy during a period when
energy prices are unpredictable" and "we must replace imported petroleum with
renewable energy that will create thousands of jobs, control pollution, cut
greenhouse gas emissions and restore our freedom.(3)"

Energy Security
Biodiesel fuel is in line with government policies to reduce dependence on
imported oil and secure homegrown fuel supply. Besides the air quality
improvement, biodiesel is a substitute for diesel; being domestically produced
increases our energy security and improves our economy.

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(2) EPAct Fleet Information & Regulations
(3) Office of Representative Kaptur - www.house.gov/kaptur

BUSINESS ENVIRONMENT ANALYSIS

The intent of this report is to present information about the value,
effectiveness and appropriateness of the use of biodiesel.

The key drivers of the biodiesel industry are the growing concerns about air
pollution, the recognition of global warming and the policies to reduce
dependence on imported oil.

"Petroleum scarcity is one of the major problems of the 20th and 21st
centuries." "Biodiesel is safer for people to breathe" and "helps to keep air
clean and protects the environment"(4)

Fuel in the 21st century will have a far greater impact on geopolitics, capital
markets and standards of living than in the 20th century. Equally important is
our concern for global warming. According to a study by the U.S. Department of
Energy in conjunction with the U.S. Department of Agriculture, biodiesel
production and use, compared with petroleum fuel, produces approximately 80%
less carbon dioxide (CO2) emissions, which could have a major impact on global
warming.

The biggest suppliers of fuel to the U.S. are Venezuela and countries of the
Middle East which are undergoing political changes, thus making the United
States more vulnerable to higher prices of petroleum diesel. IBBC can make a
substitute for petroleum diesel, which can reduce our dependence on imports from
the Middle East and Venezuela. We are in the "Century of Renewable Energy" where
biodiesel must be developed as a valuable fuel resource to address the ever
increasing and acute global shortage of petroleum.

There has been a great interest by the U.S. Department of Energy (DOE) in
conjunction with the Environmental Protection Agency to encourage the use of
biodiesel as a substitute for petroleum diesel fuel to reduce the dependence on
imported oil and the hazardous air pollutants or air toxins. With the EPA's
increased restrictions on exhaust emissions, biodiesel qualifies as the most
viable fuel substitute for petroleum-based diesel fuel. Studies have found that
there are air quality benefits in using a combination of 20% biodiesel with 80%
conventional diesel. Currently, there are a few municipalities and states
(California, Minnesota, Texas, etc.,) that mandate the use of low levels of
biodiesel in combination with diesel fuel.

The vulnerability of the U.S. economy to large oil price fluctuations, created
an interest in reducing the economic impacts of oil by producing alternative
fuel from domestic sources, increasing energy efficiency, and establishing the
Strategic Petroleum Reserve. The United States Government supports biodiesel and
considers it one of the most suitable substitutes for petroleum diesel. With an
interest in reducing the use of petroleum-based fuels, the US Government and
environmental legislation encourage the use of biofuels by offering incentives
and support for production and use of biofuels. Congress passed the Energy
Policy Act of 1992 and EPAct to reduce the dependence on imported petroleum.
EPAct provisions require certain fleets to purchase alternative fuel vehicles.
The regulations of DOE are administered through its State and Fuel Provider

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(4) International Liquid Biofuels Congress in Curtiba (July '98)

Program, Federal Fleet Program, Private and Local Government Program and Fuel
Petition Program.(5)

Currently, emissions from fuel combustion cause global warming and have caused
$3 billion to $27 billion in healthcare, according to experts. Besides, carbon
dioxide causes not only significant environmental and health problems but also a
2.5 degree Centigrade warming by the year 2025, which translates into $60
billion annually in damages from agricultural losses, sea level rises, and loss
of water supply. Our commitment to stop global warming should start with a
consideration of cutting emissions through the use of biodiesel. Since 1990, EPA
has introduced numerous rules and regulations regarding greenhouse gas
emissions.

In 1997, the EPA reviewed the air quality standards of the 1990 EPAct for the
ground-level ozone and particulate matter (PM) and made revisions to the Clean
Air Act to incorporate the new scientific evidence into the standards.(6)

If legislation passes in the United States Senate to mandate the use of at least
2% biodiesel blend in all diesel use for transportation nation-wide, this will
create a huge demand for biodiesel. This will result in the required production
of at least 750 million gallons per year, which is not supported by the current
available capacity of 45 million gallons, according to the National Biodiesel
Board. See Table 2. There is a potential for similar legislation to pass at the
state level for biodiesel infrastructure that indicates a dramatic change in
biodiesel production. The following governmental agencies support and encourage
the use of biodiesel as a renewable alternative fuel:

o U.S. Department of Energy (DOE)
o U.S. Department of Agriculture
o U.S. Environmental Protection Agency (EVA)
o United States Department of Transportation (USDOT)
o State and Local Governments
o Biodiesel Board (an agency that tests and credits biodiesel
production)

Production

Currently, a pilot plant with 2.5 million gallons capacity is in production in
Adelanto, California. It produces biodiesel that meets the industry
specifications. The pilot plant uses the continuous flow process that lowers
production costs and shows that the process can meet biodiesel industry
specifications at a lower cost compared to its competitors. The pilot plant has
completed the fuel testing and certification requirements established by ASTM
standards for biodiesel. All necessary permits have been obtained and Williams
Lab in Kansas City has tested the fuel. The plant has completed initial
production and is in the process of initializing full-scale production. A lab
for testing the fuel is in place at the plant to insure the fuel meets ASTM PS
121 specifications.

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(5) www.ott.doe.gov/epact
(6) "Final Revisions to the Ozone and Particulate Matter Air Quality Standards"

IBBC long-term growth plans are to establish production plants near metropolitan
areas throughout the U.S. The time for construction of the 12 plants is
estimated to take three years, with IBBC's first plant becoming operational in
2003. The plant's capacity is scaleable to 20,000,000 gallons the first year and
can be gradually increased to 240,000,000 by 2008. The building of 12
strategically located manufacturing plants operating at full capacity would
produce sufficient biodiesel to gain 30% of the biodiesel market share or 1% of
the global demand for biodiesel, estimated at $70 billion by 2010.

The US Government has offered many incentives and programs to stimulate economic
development. These include loan guarantees, grants, and various tax incentives.
Specifically, IBBC will apply for a government grant of up to $10 million. IBBC
plants will provide the U.S. with a stable supply of affordable transportation
fuels that meet environmental specifications. The idea of supplying biodiesel
for the American people is embraced by the federal, state and local governments,
all of which desire for America to be self sufficient in terms of its fuel
needs.

The 8% discount rate in the cost/benefit analysis over the 8-year period is
reasonably conservative. Financial efficiency was analyzed based on three main
criteria commonly used for investment project evaluation:

o NPV
o IRR
o Payback period

By capitalizing on new opportunities, continuing to increase our plants
capacity, completing our expansion plants and concurrently building a backlog of
profitable contracts, we will maximize shareholder value and build on our
successes. IBBC is keenly aware of the need to generate shareholder value
because it is from this that we ultimately have the resources to meet our
country's demand for biodiesel. IBBC strives to meet and balance the interests
of its shareholders, employees, customers and the community in which it
operates. The ultimate financial objective of this project is to maximize
shareholder value.

[GRAPHIC]

INDUSTRY OVERVIEW

In 1890, Dr. Rudolph Diesel invented the diesel engine and he showed that it
could run on peanut oil at the Paris World Fair. However, petroleum fuel was
more acceptable because of its low price and availability. The fact that pure
vegetable oil can lead to injector burning and can cause engine failure also
created preference for petroleum diesel. At the time, the technology was not
available for removing the compounds to make it competitive with petroleum
diesel. With today's available technology, IBBC can remove the compounds from
oil through a chemical process and produce a clean, environmentally friendly and
unlimited reserve of biodiesel.

Since World War II, Europe has produced and distributed biodiesel. Currently,
Germany has 20 plants in production with a capacity of 1,020,000 tons and 1,500
filling stations supplying biodiesel. In France, biodiesel use is mandatory and
all diesel fuel must contain between 2% and 5% biodiesel. It is predicted that
the new European Community laws are to require a percentage of biodiesel
Europe-wide. In Europe the biodiesel industry is more established because of
high petroleum prices, cost effective diesel cars, strong tax incentives and an
attentive environmental market.

The United States became more acquainted with biodiesel in the early 1990's due
to shrinking petroleum reserves. New incentives for environmental and renewable
energy increased interest in the production and use of biodiesel, giving a boost
to the biodiesel industry. Over the past years, the National Biodiesel Board, a
biodiesel trade association, spent over $20 million in testing, demonstration,
and promotion of biodiesel.

Biodiesel - "the new generation of fuel"

The distinctive characteristics of biodiesel are nontoxicity, biodegradability
and lubricity. It is safe to handle, transport, and store, and has a higher
flash point than petroleum diesel.. It can also be stored in diesel tanks and
pumped with regular equipment. Biodiesel mixes readily with petroleum diesel at
any blend level, making it a very flexible fuel additive. Biodiesel cleans up
quickly after a spill because it is biodegradable. Biodiesel has a high
lubricity, serving as a quality lubricant, and improving engine performance and
prolonging the life of heavy-duty engines. Lubricity diminishes the wear of
engine and improves fuel ignition and combustion.

What defines biodiesel?
Biodiesel is a fuel substitute derived from renewable biomass. 94% of biodiesel
comes from natural oils (rapeseed oil, soybean oil, recycled cooking oil, animal
fats, and other oilseeds crops) and 6% of biodiesel is methanol. Biodiesel is
produced through a process called transesterification of soybean oil with
methanol. IBBC uses soybean oil and also considers recycled-cooking oil from
restaurants because of the environmental benefits of recycling oil waste and the
compelling economics in its production of biodiesel. Recycled cooking oil is
typically 50 to 75% cheaper than soybean oil.

The following are the key drivers of the biodiesel industry.

o Biodiesel offers the same operating performance as
conventional diesel. Specifically, it requires no engine
conversion or purchase of new equipment. In summary, it
integrates with existing fueling infrastructures and can be
substituted for petroleum diesel without any engine
modification. Biodiesel can be combined in any proportion with
standard diesel fuel to achieve engine and environmental
benefits.

o Biodiesel protects our environment by decreasing emissions.
Studies show that the optimum 20/80 biodiesel blend has a high
level of reduction in harmful exhaust emissions. Biodiesel
reduces air toxics that cause cancer and other human health
problems. A substantial amount of research has been done on
biodiesel that shows its benefits to the environment. Studies
show that biodiesel reduces the amount of carbon monoxide (CO)
being released into the atmosphere. Carbon monoxide (CO) is a
colorless, poisonous gas produced by incomplete burning of
carbon in fuels. When CO enters the bloodstream it reduces the
oxygen delivery to the body's organs and tissues causing
serious cardiovascular disease. Studies show that 77% of CO
emissions are from motor vehicles exhaust. That's why
biodiesel is the most favorable fuel for use in environments
such as large cities. Air pollution is a major concern to all
large cities because it is increasingly connected to health
problems and a lower quality of life. Biodiesel is the
solution to public health risks associated with air pollution.

o Global warming - Green house gas emissions are increasingly
being blamed for climate change. Smog from burning gasoline
forms a ground-level ozone that stays in place for days. As
traffic and other sources add more pollutants to the air the
smog gets worse.(7) Studies show that air pollutants -
particulate matter (dust, dirt, smoke) are a major concern for
human health. Some of the air pollutants effects are
respiratory symptoms, cardiovascular disease and damage to
lung tissue, carcinogenesis and premature death. Therefore, as
the pollution gets worse, pollution controls and regulations
from the EPA get tighter. Governments and air pollution
control agencies cooperate to solve the problem of smog. IBBC
believes that biodiesel is a solution to smog problems and
that governments will work together to reduce the smog
problem. The biodiesel industry will contribute to a more
sustainable environmental future for our country, and planet
earth.

o Reduces dependence on foreign oil. - Biodiesel can help reduce
our country's dependence on foreign oil and help leverage our
country's fuel supply. Currently, the U.S. imports about 60%
of its oil. According to the U.S. Department of Energy, oil
dependence remains a potentially serious economic and
strategic problem. The U.S. dependence on oil imports costs an
estimated 3.4 trillion dollars annually.(8) The growing
prospect of war with Iraq, combined with the political
contention in Venezuela, which is constraining that country's
oil production, has caused pressure on prices of fuel. On
January 6, 2003, CNN reported that prices for crude oil to be
delivered in February jumped to more than $33 a barrel, 65%
higher than a year ago. The average price of

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(7) The Plain English Guide to The Clean Air Act
(8) Cost of Oil Dependence, http://www.-cta.gov/Publications/ORNL_TM2000_152.pdf

o petrodiesel has steadily risen to more than $1.60 per gallon. On
December 26, 2002 petrodiesel pump prices jumped by as much as 20 cents
per gallon overnight in several cities. (9)

Robert Ebel, Center for Strategic and International Studies, states
"the loss of Venezuelan oil is beginning to hurt." Iraq and Venezuela
produce about 5 million barrels of oil a day. The current political
events that take place in these countries have a high impact on
production. "Oil prices could climb to $80 a barrel and stay above $40
a barrel well into 2004, halting the U.S. economic recovery and
triggering a global recession," according to Ebel, whose group has
mapped out a range of scenarios.

[GRAPHIC]

The above graph shows historical trends of our oil imports.(10)

According to the Overview of Biodiesel and Petroleum Diesel Life Cycle
study, every gallon of biodiesel displaces 0.95 gallons of
petroleum-based diesel over its life cycle. Additionally, the same
study shows that biodiesel is very energy efficient. For every unit of
fossil energy used to produce biodiesel, 3.37 units of biodiesel energy
are created.
IBBC plans to offer B20 biodiesel that will substitute directly for
petroleum diesel. This will reduce our dependence on imports (Middle
East and Venezuela.) IBBC products are from a non-depleting source of
renewable energy.

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(9) U.S. Oil Imports and Prices
http://www.ott.doe.gov/biofuels/pdfs/renewable_fuel.pdf

(10) Oil Imports: An Overview and Update of Economic and Security Effects - John
L. Moore, Carl E. Behrens, John E. Blodgett, Environment and Natural Resources
Policy Division

Environmental Benefits

The Clean Air Act of 1990 in combination with the 1997 Changes to the Clean Air
Act requires lower engine exhaust emission levels in the United States. The EPA
requires that more attention be paid to particulate matter (PM) and oxides of
Nitrogen (NOx) because laboratory studies show that PM increases cancer risk and
NOx facilitates the formation of ozone in the air. Studies also have shown that
a high level of ozone is the cause of many respiratory illnesses and medical
problems. Therefore, the EPA, the agency that regulates the exhaust emissions,
recognizes biodiesel's ability to reduce air pollution. Biodiesel is the only
alternative fuel that successfully completed the health effects testing
requirements of the Clean Air Act of 1990.

The approach of reducing air pollutants taken by the 1990 EPAct affects many
different sources and a variety of clean-up methods. The clean-up requirements
involve a variety of sources that emit exhaust such as power plants and
factories, motor vehicles (cars, trucks, buses) and home heating systems.

Replacing petroleum diesel with biodiesel will greatly improve air quality.
According to the EPA's Comprehensive Analysis of Biodiesel Impacts on Exhaust
Emissions Technical Report(11), biodiesel meets the requirements established by
the EPA under section 211 of the Clean Air Act. The increased interest in
biodiesel has caused the EPA to investigate and complete many comprehensive
studies that show the benefits of biodiesel in emission impacts.

Congress (June 22, 2000) made the announcement that biodiesel successfully
completed the health effects testing requirements of the Clean Air Act
Amendments of 1990.(12) According to the Comprehensive Health and Environmental
Effects testing, B20 - (consisting of 20% biodiesel and 80% diesel fuel) can
reduce the Carbon Monoxide (CO) by 11-25%, emission Hydrocarbon (HC) by 19-32%
and will only increase the Nitrogen Oxide (NOx) by less than 2%.

The following graph presents the finding of a study of 100% and 20% biodiesel
from soybeans mixed with regular diesel fuel. Carbon monoxide (CO) decreases 43%
with B100, and close to 13% with B20. Total hydrocarbons decreases between 11 to
56%. Particulates decrease between 18 to 55%. USDA says that by using B20,
carbon dioxide, which is a major cause of global warming, is reduced by 16%. Air
toxics decrease between 20 to 90%. Nitrogen oxides slightly increase between 1
to 6%. According to this study the amount of ozone formed by biodiesel is less
than 50% that of petroleum fuel.

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(11) EPA, A Comprehensive Analysis of Biodiesel Impacts on Exhaust Emissions,
EPA420-P-02-001, October 2002.
(12) Clean Air Act of 1990

[GRAPHIC]

Summary of benefits with increased percent of biodiesel use:

o Meets clean diesel standards by cutting exhaust emissions,
eliminates smog and odor

o Biodegradable and nontoxic - to plants, animals and humans

o Reduction of carbon monoxide (CO) by the same percentage use
in combination with petroleum diesel to form a combination of
biofuel (B20, a combination of 20% biofuel with 80%
petrodiesel fuel, reduces carbon monoxide emissions diesel by
20%)

o Meets requirements of the Clean Air Act Amendments of 1990. As
a result of this testing it was proved that biodiesel is no
health threat, because it is non-toxic, completely
biodegradable, and has no carcinogenic compounds

o Reduces demand for petroleum. For a 20/80% biodiesel blend the
demand for fuel is reduced between 1-2 %

COMPETITIVE ANALYSIS

Biodiesel is a fairly new industry with relatively few competitors. According to
the National Biodiesel Board, currently there are 18 biodiesel fuel
suppliers/marketers in the Unite States.(13) This represents an increase of 81%
from 1996. See Table 2 for the bigger suppliers of biodiesel. This business is
very capital-intensive, with the high cost of raw materials and very expensive
transportation of the end product to market. Most of our competitors have
limited production capacity and very high production costs. Therefore, our
competitors' ability to increase capacity to meet demand is very unlikely. IBBC
is poised to expand to meet the demand for biodiesel. IBBC's management believes
that demand will be greater than the available capacity to produce biodiesel. In
addition, the steady supply of a renewable, alternative fuel such as biodiesel
will minimize fuel price fluctuations and will maintain a competitive market as
well.

The majority of our competitors sell B100 which is 100% biofuel and very
expensive. IBBC has a plan to build in the technology for processing and mixing
biodiesel with petroleum diesel and offering a product B20 which is 20% bio and
80% diesel which is compatible with pricing and the existing petroleum
infrastructure distribution. In this market, B100 (100% biodiesel) is 30 to 50%
more expensive than petroleum diesel and customers are very sensitive to price.
IBBC predicts that current competitors do not have the capacity and sustainable
growth potential to meet the predicted demand of 8.8 billion gallons by 2008.

Table 2: The Biggest Suppliers of Biodiesel
================================================================================
Current Production Production Capacity
Company (gallons) (gallons)
================================================================================
Ag. Environmental Products NA NA

Baker Commodities 4,000,000 5,000,000

Biodiesel Industries 3,000,000 5,000,000

Griffin Industries 10,000,000 12,000,000

Ocean Air Environmental 100,000 10,000,000

World Energy Alternatives NA NA

West Central Soy NA 12,000,000

Yakayo 156,000 1,000,000

Total 17,256,000 45,000,000
- --------------------------------------------------------------------------------

- ----------
(13) www.biodiesel.org/buyingbiodiesel/producers_marketers

Our plan is to grow fast and expand our capacity to meet demand and to form
agreements with petroleum distributors that will allow us to use their line of
customers. Our B20 product will be mixed on site and sold to commercial, state
and municipal fleets through major petroleum distributors. The capital-intensive
requirement for the production of biodiesel along with the necessary established
relationships with key distributors constitutes significant hurdles to entry for
prospective competitors. Although IBBC has limited information with respect to
production capacity available, IBBC believes that these producers operate lower
volume, higher cost production facilities and do not have the continuous flow
production technology. IBBC is aware of higher production capacity for biodiesel
in Europe, Eastern Europe, Canada, Australia and possibly India. However, these
competitors do not pose an immediate threat to our market niche.

IBBC's continuous flow production technology is more efficient than our
competitors and takes 20% less capital. IBBC plans to move fast to production
and expansion in the U.S. and Internationally, establishing a dominant position.
IBBC's competitive edge is entering the renewable fuel supply industry with the
most advanced technologies such as continuous flow production and expertise that
will bring the opportunity for gaining market share. Management believes that
through continuous learning and research IBBC's technology will prove to be a
major advantage for a sustained competitive position.

Risk Factors

The risks associated with this project are evident. This is a new industry and
there is very limited history in relation to profits compared with a
matured/developed market.

A few of the risks associated with IBBC business are the:

o Difficulty in executing its business plan and significantly
grow its business
o Difficulty in negotiating agreements with existing petroleum
distributors
o Difficulty in securing long term contracts with raw material
suppliers
o Limited availability of suppliers that offer soybean oil
o Fluctuation in prices of raw material
o Fluctuation in price of petroleum diesel

Other risks associated with this business that have equal weight are the
increased number of competitors that offer competitive prices, and the ability
of IBBC to sustain its competitive advantage. Most important is IBBC's ability
to meet its financial needs in order to complete the operating plants.

A major risk factor is the need for IBBC to achieve an aggressive brand
promotion and a rapid expansion in production and distribution.

A few of the risks associated with biodiesel use are:

Cold weather can cause gelling - if B100 is used. B20 product freezes at
slightly higher temperatures than petroleum diesel. B100 will freeze at
25(Degree) F. However, B20 has been used in Wisconsin and Iowa during
- -25(Degree) F with no problems.(14)

[GRAPHIC]

Increase frequency of oil change interval, frequent filter changing caused by
filter plugging, and injector deposits - if B100 is used. B20 has the same
maintenance requirements as petroleum diesel.

Requires special storage and handling procedures - B100 does not catch fire
easily and spills degrade four times faster than petroleum diesel which makes it
safe to handle, transport and store.

Adverse effect on fuel system components - B100 will soften and degrade certain
types of elastomers and natural rubber components with time. This is not
happening with B20. It is recommended that these parts be replaced with
compatible elastomers if using B100.

Poor oxidation stability - Long-term storage problems must be considered for
B100. B100 may cause corrosion of the fuel system or reduced oil drain
intervals. The most important thing to remember is that most major engine
manufacturers have declared the use of B20 will not void their warranties.

- ----------
(14) National Biodiesel Board Cold Filter Plug Point IP-309

MARKET ANALYSIS

The Wall Street Journal and the New York Times present positive facts about
biodiesel development. On Thursday, May 9, 2002, both papers carried an article
about biodiesel as "one of the most important energy and environmental stories
of the decade - the biodiesel story."(15)

The Wall Street Journal presents the possibility of transforming a plentiful
plant into a fuel that "powers trucks, buses and tractors, doesn't pollute the
air and creates an exhaust that smells like French fries."

The Wall Street Journal stated the benefits, which would allow the US to reduce
imported foreign oil and substitute it with "home grown, renewable, clean,
biodegradable biodiesel made from domestic soybean oil."

IBBC believes that the biodiesel industry is in position to make the logical
transition from traditional fuels to the future of biogradable/environmentally
friendly fuels. According to the National Biodiesel Board(16), biodiesel is one
of the fastest-growing alternative fuels in the country. The National Biodiesel
Board also points out that the U.S. production of biodiesel is expected to grow
to more than 80 million gallons in 2003.

The U.S. Department of Energy states that due to growing demand and relatively
few suppliers, the cost of B20 is relatively high ($1.79 per gallon.) Despite
new market opportunities for alternative fuels created by ACCC and the Energy
Policy Act of 1992 (EPACT), biodiesel commercialization still faces a number of
regulatory and market barriers. The high price of 100% biodiesel makes it
tougher to commercialize, therefore a blend of 20% biodiesel and 80% petrolium
is more economically feasible.

Congress is considering legislation that would require vehicle fuel sold in the
United States to contain a minimum renewable content(17) (biodiesel.) The U.S.
Department of Energy projects that renewable fuel use for highway energy(18)
would increase from 1.9 billions gallons to more than 8.8 billion gallons
by 2008.

New York State has a great demand for alternative fuel and is a good example of
the need for biodiesel. New York State offers tax credits and incentives for
biodiesel produced within the state because NY State is considered one of the
most polluted areas. The Governor's Clean Fuel Vehicle Counsel in New York State
established a goal for 100% of all state fleets to use alternative fuel by 2010.
This implies that all New York buses and government fleets will use biodiesel.

- ----------
(15) Wall Street Journal 5/09/02 and NY Times (Sunday edition) 5/12/02
(16) National Biodiesel Board (NBB) is the national trade association
representing the biodiesel industry as the coordinating body for research and
development in the US.
(17) An Economic Analysis of Legislation for a Renewable Fuels Requirement for
Highway Motor Fuels. John M. Urbanchuk, AUS Consultants. November 7, 2001.
(18) Annual Energy Outlook 2001 with Projections to 2020. Report DOE/EIA-03833.
Energy Information Administration, U.S. Department of Energy. Table 33. December
22, 2000.

The need for biodiesel has grown dramatically during the last few years and is
growing faster than any other alternative fuel. According to the Energy Policy
Act amended in 1998(19) biodiesel fuel must be used as a way for federal, state,
and public utility fleets to meet requirements for using alternative fuels. The
EPAct provision caused the sharp increase in biodiesel use by federal agencies,
which includes the U.S. Postal Service(20), the U.S. Department of Energy and
the U.S. Department of Agriculture(21). Others such as school districts(22),
transit authorities, national parks, public utility companies, and garbage and
recycling companies also use biofuel.

IBBC is poised to take advantage of this great demand for biodiesel, and plans
to capture a significant market share by planning to open 12 manufacturing
plants that will run continuously around the clock. IBBC believes that with the
help of government subsidies and tax provisions it can become profitable by
2006. More specifically, the Senate energy package(23) which includes tax
provisions such as one-cent reduction in the fuel exercise tax for every one
percent of biodiesel blended into standard diesel fuel up to 20% total.
According to the American Biofuels Association the biodiesel sales could reach 2
billion gallons per year, or about 8% of diesel consumption.

[GRAPHIC]

The reliance on petroleum reserves for transportation fuel, home heating and
energy is a great concern to all. Recent geopolitical conditions and market
supply concerns have created a demand for renewable fuel resources. Local and
federal governments have gotten involved and are now offering tax incentives and
credits to companies that produce and supply the market with renewable fuels. To
lower the cost of biodiesel, lawmakers have proposed tax incentives bills which
are currently being deliberated by Congress. If legislation is approved to cover
the high costs of feedstock, we would see biodiesel use expand dramatically. The
Biodiesel industry is growing rapidly all over the world. In the U.S. the
biodiesel industry grew from 500,000 gallons in 1999 to 15,000,000 gallons in
2002. The average annual growth rate from 1999 to 2002 is approximately 217%.

- ------------------
(19) Energy Policy Act provision amended in 1998
(20) U.S. Postal Service
(21) The U.S. Departments of Energy and Agriculture
(22) News- Dec. 3, 2002 - Americans Support Biodiesel Incentives for Use in
School Buses
(23) H.R. 4843 introduced in House of Representatives to amend the Internal
Revenue Code of 1986 to provide tax incentives for the use of biodiesel as a
fuel.

Currently, there is no one big producer of biodiesel. However, with current
production incentives under state and federal programs the growth will continue
to expand in the U.S. This substantial increase in biodiesel production all over
the world and especially in the US is because biodiesel shares similar marketing
opportunities as conventional diesel. IBBC plans to market biodiesel as a
substitute for conventional diesel, emphasizing the health benefits that are our
society's concern.

Our prospective customers are companies that use diesel fuels and have to meet
EPA standards. This includes companies such as city bus transit authorities,
governmental fleets and local fleets. IBBC believes by targeting these companies
it can grow its market share faster.

The criteria for air pollutants presented by the Clean Air Act of 1990
encompasses many different sources and methods of clean up. However, as
pollution gets worse, pollution controls are required for smaller vehicles such
as SUVs. SUVs are the fastest growing car market in the U.S. One out of four
vehicles sold in the United States is an SUV. If the United States regulations
are requiring using renewable energy uniformly within the states, we foresee a
huge market potential with SUVs owners. SUVs consume the largest amount of
gasoline and if they were converted to diesel engines the need for biodiesel
will increase. By using a percentage of biodiesel we will not only preserve and
extend our gasoline resources but also improve our ecological concerns.

IBBC projects an annual growth of 150% for biodiesel. Due to political and
economic reasons the prices for fuel are increasing. IBBC believes the price of
biodiesel under current economic conditions can be competitive with petroleum
diesel. IBBC also believes that customers are willing to pay a 10% premium for
environmental benefits that biodiesel offers compared to petroleum diesel.

Key points in IBBC's marketing strategy:
o Emphasize health benefits
o Offer competitive prices
o Produce high quality fuel that meets EPA standards
o Create strong distribution channels
o Create contracts with governmental agencies

IBBC recognizes that demand for its product will increase as biodiesel gains
acceptance. IBBC is prepared to compete in a market stimulated by environmental
laws, advertising and marketing expenditures and future price decreases for
biodiesel. IBBC distinguishes its products from competition through technology
and quality improvements. IBBC costs to produce will be reduced through
efficiencies and manufacturing improvements so that cost savings can be passed
on to customers through more attractive prices and/or payment terms.

IBBC's objective is to achieve a considerable market share by the 2nd production
year and maintain this share through 2008. IBBC will price its biodiesel
competitively to gain and maintain this share, avoiding erratic price shifts
regardless of competition. IBBC also intends to attain a 5% of sales marketing
and advertising investment as quickly as possible and continue that investment.
Through these strategies, IBBC will position the company to take advantage of an
exploding market fed by increasing petroleum diesel prices and expanding demand
for renewable fuel.

Currently there are approximately 3,300,000 cars and trucks on the highway that
run on 85% alternative fuel and the number is increasing.(24) This represents
less than one percent of the onroad vehicles in the United States. This trend
projects an annual increase of 20% in the number of alternative fuel vehicles.
Therefore, as the number of alternative fuel vehicle increases the demand for
biodiesel increases.

Cost

Biodiesel B100 (100% bio) currently cost between $1.75 and $3 per gallon
depending on the feedstock used. Feedstock costs account for a large percent of
direct production costs, including capital cost. It takes about 7.4 pounds of
soybean oil, which costs about 23 to 25 cents per pound(25) to produce one
gallon of biodiesel. Feedstock costs alone are at least $1.73 per gallon of soy
biodiesel. Currently, without credits generated under the Energy Policy Act of
1992(26) (EPA) and State and Federal Government support, biodiesel is not
economically viable to produce.

Fats and greases cost less and produce less expensive biodiesel, sometimes as
low as $1.00 per gallon. It is proven that the quality of the fuel is similar to
soy biodiesel fuel.

IBBC is working on improving its production technology to make biodiesel cost
competitive with conventional fuel. However, according to the article on cost of
oil on humans and the environment "the true cost of oil is not $30 per barrel it
is $60 per barrel" if we incorporate the heath costs into the price paid per
barrel.

IBBC intends to devote a major portion of its research efforts to making
improvements in the following area:
o Locating a lower cost feedstock.
o Developing less expensive processing equipment.
o Finding markets for the process byproducts such as glycerin and
residue.

- ----------
(24) Bill H.R. 318 - Biofuels Air Quality Act
(25) Chicago Board of Trade soybean oil futures
(26) Section 153 of H.R. 4 and Section 817 of S. 1766 formalize DOE's January
2001 administrative decision to accept biodiesel for credit under EPAct.

IBBC believes improvements in these areas will have a direct favorable impact on
its production costs.

Product (S)

The primary products sold will be:
o B20 for government and municipalities and commercial use - bus
fleets and heavy-duty trucks, construction and agricultural
vehicles. For residential use - home heating oil systems.
o Bulk glycerin for industrial, food, pharmaceutical and
cosmetics sectors for domestic and international markets.
o Solid soy waste for the industrial plastics and construction
industry and animal feed.

Even though each product category has multiple and overlapping target markets
and customer applications, the three primary end user product line offerings are
as follows:

o B20 - is a combination of 20% biodiesel and 80% conventional
diesel. This blend is obtained by mixing the two fuels at the
required percentages on a volume basis. Studies have shown
that a 20%/80% blend gives a significant reduction of
emissions with the same power output as diesel. B20 is the
optimum blend of biodiesel and diesel fuel. IBBC will contract
with independent distributors as may be necessary. IBBC will
market under its own brand (to be determined) and private
label.

o Glycerin - is a by-product. Glycerin is used in drugs,
cosmetics, resins, polymers, toothpaste, paints, paper
manufacturing, lubricants, textile and rubber. Currently,
there is a rising demand for glycerin according to the
USDA.(27) Glycerin prices fluctuate depending on supply and
demand factors. Current prices are between $1.05 and $1.08 per
pound. The market is expected to grow 3% to 4% per year
through 2008. According to USDA, the continuous increase in
demand for glycerin will result higher prices. IBBC will
provide bulk glycerin to customers to fill their tanker
trucks.

- ----------
(27) Economic Research Service, United States Department of Agriculture,
September 1996 - Glycerin Uses Continue to Expand.

Sources

IBBC has the technology that can easily produce biodiesel from a number of
feedstock and vegetable oil such as:

o Soybeans
o Rapeseed (canola)
o Recycled cooking oil
o Fats and greases
o Sunflower seeds
o Cotton seeds
o Flaxseed

On January 2, 2003, The Wall Street Journal reported that U.S. farmers planted a
record of 73 millions acres of land in soybeans during 2002. Currently, there is
a 2 billion gallon surplus of soybean oil in the market.

Feedstock considerations:
o Availability and cost
o Multiple feedstock selection
o Quality and consistency
o Preparation for meeting ASTM standards

IBBC continues to investigate possible efficient, cost-effective processes for
producing biodiesel from other feedstock such as waste from agricultural crops,
waste from food and beverages processing and other sources.

MARKETING PLAN

Biodiesel is in a position to gain from projected EPAct fleet needs, state and
Federal procurement requirements, and retail and farm interests. IBBC will
provide reliable, affordable and quality fuel that is locally produced and meets
the EPA standards. The nature of the product and the distribution channels
available for fuel suggest that IBBC will sell more effectively through major
petroleum distributors. IBBC plans to market its biodiesel products in 3
categories:

o State and municipal fleets
o Commercial fleets
o Home heating application

Government fleets
IBBC will devote a major effort to securing contracts with state and federal
agencies that control large fleets of government vehicles. This will provide an
immediate large customer base.

Commercial fleets
IBBC plans to have contractual agreements in place with major petroleum
companies before production. Some of the potential customers are: School buses,
UPS, Federal Express, and large commercial bus companies. Also, aligning with a
few major fuel distributors may accelerate market penetration.

Retail Consumer
In the retail consumer category, a premium biodiesel product is distinguished
from other available products by its source and its characteristics
"biogradability, environmentally friendly and unlimited availability." IBBC will
market its biodiesel product by highlighting the unique characteristics of the
fuel, namely its biodegradability and its environmental benefits, and desirable
smell. IBBC will use its star image in its marketing and brand identification.
The company will price its star biodiesel brand to be competitive to other
domestic brands. IBBC will sell to gas station chains. The company believes that
its products originating from soybeans will have a general reputation for being
nontoxic, trustworthy and natural.

Home Heating Consumer
The IBBC business model does not include home heating but the company plans for
a biodiesel home heating rollout following the retail rollout. The Company will
distribute and market its biodiesel as a premium home heating product. It will
seek brand identification by offering quality service and a distinctive quality
product. Residential sales will be generated and serviced using third party
independents, as the market requires. IBBC will also use its own sales personnel
to market its home heating biodiesel. The sales effort will emphasize its
organic qualities, and tax advantages. IBBC will use Yellow Page advertising,
radio, television and billboard advertising campaigns. IBBC will also sponsor
local area professional sports and events, participate in trade shows, and will
be highly involved in community and charitable events.

Sales and Distribution

Biofuels such as biodiesel are compatible with existing petroleum storage,
distribution and retail structures.

Commercial Consumer
Through a combination of rail and transport track, IBBC believes that this will
enable the biodiesel product to access any market in the US in a reasonably
efficient manner. Transportation costs can be as low as a few cents per gallon
in markets close to the plants or slightly higher if distance increases.

Retail Consumer
IBBC will use major diesel distributors for the distribution of its retail
consumer products. IBBC is using distributors to achieve an efficient use of
capital for maximum market penetration. Diesel distributors purchase B20 and
then wholesale it to retail chains gas station or make bulk retail sales.

Residential Consumer
IBBC investigates customer needs, and wants, and market size. IBBC assesses the
possibility of ease of penetration for this market segment. This market is ready
and willing to accept an environmentally friendlier fuel if properly marketed.

OPERATIONS

IBBC has addressed issues such as the level of integration, technology selection
and organizational structure. The following areas are under evaluation by IBBC
for the CT plant.
o Project engineering
o Process engineering
o Construction management
o Start-up planning and implementation
o Plant management

The project requires approximately 100 million dollars to complete the 12
strategically located plants throughout the United States. IBBC has been granted
the exclusive license from American Bio-Fuels to produce biodiesel using the
continuous production technology and the exclusive patent rights from ABF for
the Connecticut plant. They have been granted a non-exclusive license for the
rest of the U.S. and abroad. This sets IBBC in a competitive position, using the
most technological advanced process, and allowing for an effective pricing
strategy.

IBBC uses continuous flow process technology from ABF. The process is
characterized by:
o Compact size
o Low-pressure transesterification process
o Low cost electrical power
o Extraction of glycerine
o Distillation of final product to ensure the highest quality

IBBC plans to build its production facilities in strategic locations which will
enable them to reach metropolitan areas within short distances. Currently,
IBBC's management is working to achieve favorable agreements with the largest
petroleum distributors to service these market areas.

The goal of IBBC is to produce the highest quality product with the lowest cost
of production. IBBC recognizes the importance of improved efficiency in
technology for attaining its goal. Therefore, IBBC investigated all possible
partnerships with biotechnology companies that will result in higher yields and
lower production costs.

IBBC's strategic alliance with ABF reduces the cost and technical risk for
foreseeable production in 2004. IBBC intends to achieve the production of 20
million gallons of B20 per plant and incrementally increasing the number of
plants until 2008. IBBC plans to have 12 plants by 2007 placing in the market
240 million gallons of B20 by 2008. IBBC anticipates the demand for biodiesel
for fuel use to grow at about 150% if government mandates the use of biodiesel
as a renewable fuel.

Processing

Biodiesel is produced by transesterification of the oil feedstock or yellow
grease with methyl alcohol under alkaline conditions by using high temperatures
and pressures to increase the solubility of liquid phases. In order to separate
the components, this process uses a catalyst such as sodium hydroxide (NaOH). In
settling tanks, the process of separating glycerin from biofuel takes place
after which the wash and dry cycle cleans the resulting methyl esters. The
process is modular and extra capacity can be added at a low cost without
interruptions.

The following are the steps in the process that purifies biodiesel:

o Methanolification /Esterification - in the 1st phase methanol
and a catalyst is added to feedstock oil.

o Neutralization/Separation - in the 2nd phase, the co-product
glycerin is separated from biodiesel after the complete
reaction.

o Washing and Drying - is the last phase in which biodiesel is
refined through distillation and filtering.

See Transesterification Process

This process turns oils and fats into esters by separating out the glycerin from
biodiesel. The process of converting feedstock oil into biodiesel fuel is called
transesterification or neutralizing the free fatty acids in oil by removing the
glycerin, creating biodiesel, which is an alcohol ester. This is accomplished by
mixing in methanol and sodium hydroxide (NaOH) with feedstock oil. The entire
mixture then settles in settling tanks where glycerin is left at the bottom and
separated from the methyl esters or biodiesel, which is left on top. Finally,
the methyl esters are washed, filtered and refined. The last step in the process
of B20 is the blending of 20% biodiesel with 80% conventional diesel.

- --------------------------------------------------------------------------------

10 lbs soy oil + 0.9 lb catalyst (methanol + NaOH) = 9.7 lbs biodiesel + 1.2 lbs
glycerin

- --------------------------------------------------------------------------------
See Production Utilization Rate

Transesterification Process

In four phases in the process of transesterification of biodiesel are as
follows:

o Phase I - Methanolification/Esterification
o Phase II - Neutralization
o Phase III - Wash & Dry Cycle

[GRAPHIC]

The breakeven point for biodiesel production is at 166,666,667 gallons sold.
After this point, the business will have more revenues than operating costs.

[GRAPHIC]

Facilities

Facilities are designed to incorporate a production plan with 6 module of 3.3
million gallons capacity of feedstock each, to reach a 20 million gallon
capacity. This design will allow scheduled maintenance to be performed without
interrupting production.

The design for the plants is the same as the pilot plant at Adelanto, CA. The
design is modularized and accommodates 3.3 million gallons of soybean oil or
yellow grease per module per year. The project accommodates six separate double
modules to reach a 20 million gallon capacity goal. The modularized plant design
allows maintenance without shutting down the entire plant. Also, modules reduce
the construction costs. Each plant will also accommodate receiving and
unloading, fuel blending, and storage.

The facilities must be design to accommodate the following functions:

o Raw material receiving and storage
o Preparation procedure
o Mixing of methanol and catalyst with soybean oil
o Settling procedure
o Washing and drying
o Control system
o Glycerin storage
o Biodiesel storage

Domestic Manufacturing Plants

[GRAPHIC]

- --------------------------------------------------------------------------------
IBBC plants installed in States with high production of soybeans: IA, IL, MN,
IN, MO, NE, OH, SD, AR, and ND.
- --------------------------------------------------------------------------------

IBBC
Organizational Structure

[GRAPHIC]

MANAGEMENT PROFILE

Mr. LeeRoy Allen, Jr. is the President, CEO and Director of International
Biofuels & Biochemical Corporation. Mr. Allen, Jr. has a combined 28 years
business experience encompassing compliance, finance and stock brokerage. Mr.
Allen has a combination of public and private industry business experience.
SeeAttached.

Joe LaStella - Project Manager
Joe LaStella has been a corporate executive or business owner of multiple public
and private companies over 21 years period. Mr. LaStella is also a licensed
Professional Engineer. The focus of his career have included development of
electric and hybrid electric vehicles, super-efficient engine research,
alternative fuels, emission control equipment, recycling technology, mining
technology, power generation and agricultural engineering. Mr. LaStella is one
of the principals involved in setting up American Bio-Fuels, and is responsible
for inventing the continuous flow production process by drawing on technology
from a variety of industries including mining, recycling and agricultural
industries. In 1998, Mr. LaStella was nominated Entrepreneur of the Year by
Merrill Lynch. Mr. LaStella worked for Consolidated Edison Company in New York
City for over 20 years in various engineering and management positions. Mr.
LaStella achieved a prominent position in the company as Technical
Superintendent. This included supervision of design and field installation of
all the major vertical networks in high-rise buildings in Manhattan. Mr.
LaStella directed the activities of over 70 design and field engineers that
installed vertical electric networks that ranged from 1 to 10 MW each. Other
major activities included supervision of the operation of 2800 MW of gas turbine
generators in five boroughs and Westchester County, NY. Mr. LaStella was also a
research liaison for ConEd in connection with development of a 1 MW fuel cell
and testing of various technologies on gas turbines. Mr. LaStella is currently
overseeing the installation of the first production module in Adelanto,
California and has been responsible for decisions related to tank design,
construction and installation at the site. Mr. LaStella is also working closely
with permit officials in Adelanto, California to insure that the plant complies
with all safety, environmental and other permit requirements for operation of
the plant.
See Resume Attached

FINANCIAL

Capital Requirements
The IBBC is presently seeking to raise the sum of One Hundred Million Dollars
($100,000,000). Based on current projections, IBBC believes that these proceeds
will be sufficient to achieve its business plan. After the first two years of
operation, IBBC will be able to fund all operation, marketing, and product
development costs internally.

See Attachments:
o Use-of-Proceeds
o Profit/Loss Projections '04-`08
o IBBC Valuation

EXIT STRATEGY

The fuel industry is an ever-changing field. The demands for fuel are great and
the ability to maintain a high level of supply is challenging. IBBC is in the
process of developing state-of-the-art manufacturing facilities that will
provide affordable, and accessible B20 that meets the immediate needs for
alternative fuel demand. Through its continuous flow production technology, IBBC
is expected to become a major player in this industry.

Determining whether IBBC will meet its overall financial goals requires
considerable judgment and involves making a number of assumptions. Modifying any
assumptions can impact the estimated fair value and the recoverability of the
required investment. True valuation is not possible because it involves risks,
uncertainties and assumptions that are not easily identifiable and quantifiable.
The exit strategy assumed in this case is selling the business. However, based
on the future valuation projected EBITDA in 2008 at a multiple of earnings of 5x
to 10x IBBC's value should be in the range of $343,033,600 to $686,067,200.
See IBBC Valuation

SOURCES OF INFORMATION:

http://www.dieselnet.com/news/0211epa.html
- ------------------------------------------
http://users.vnet.net/w123d/w123d/articles/biodieselepa.htm
- -----------------------------------------------------------
http://www.epa.gov/otaq/models/analysis/biodsl/p02001.pdf
- ---------------------------------------------------------
http://www.biodiesel.org/
- -------------------------
http://www.epa.gov/otaq/fuels.htm
- ---------------------------------
http://www.dsireusa.org/
- ------------------------
http://www.dsireusa.org/library/includes/map2.cfm?CurrentPageID=1&State=CT
- --------------------------------------------------------------------------
http://www.boston.com/dailynews/363/economy/interest_in_biodiesel_grows_deP.
- ----------------------------------------------------------------------------
shtml
- -----
http://www.worldenergy.net/
- ---------------------------
http://nbb.org/
- ---------------
http://www.ji.org.ua/en/potential/
- ----------------------------------
http://www.greenfuels.org/newsarch.html
- ---------------------------------------
http://www.greenfuels.org/newsarch.html#biodiesel
- -------------------------------------------------
http://www.biodiesel.org/resources/pressreleases/fle/120602_SchoolbusStudy.pdf
- ------------------------------------------------------------------------------
http://www.eren.doe.gov/der/microturbines/pdfs/microtext.pdf
- ------------------------------------------------------------
http://www.eia.doe.gov/oiaf/servicerpt/mtbe/pdf/sroiaf(2002)06.pdf
- ------------------------------------------------------------------

ATTACHMENTS

Assumptions
========================================================================================================

$100,000,000 project cost, excluding mixing
62,500 daily production per plant
12 plants throughout U.S. in production by 2007

Price per gallon
B20 $1.60
B100 $2.25

Capacity with 20 million gallons Module
Gross capacity 20.6 million gallons per year of soybean
oil plus 1.8 million lbs catalyst (shrinkage
results in 20 million gallons net)
Glycerin out 2.6 million pounds per year $0.10
Daily capacity 62,500 gallons per day
Number of days 320 days

Financial Projections IBBC '04-'08
Growth Rate/Productions Utilization is a function
of escalating production from a low base of 50%
to 70% over 5 years

Gross Margin estimated at 22%
EBIDTA Margin estimated at 19%
Depreciation of Fixed Assets
straight line over 15 years
Income Tax Rate 38%

Management Search in process
Board In process of being organized

IBBC Production Utilization

Year 1 Production Utilization Rate at 100% Plants Production Capacity $ Price Annual Sales
Product Mix 20,000,000
B100
Diesel
B20 $1.60 $32,000,000
Total 1 20,000,000 $32,000,000
Year 2 Production Utilization Rate at 100% Production Capacity Price Annual Sales
Product Mix 20,000,000
B100
Diesel
B20 $1.60 $64,000,000
Total 3 40,000,000 $64,000,000
Year 3 Production Utilization Rate at 100% Production Capacity Price Annual Sales
Product Mix 20,000,000
B100
Diesel
B20 $1.60 $128,000,000
Total 6 80,000,000 $128,000,000
Year 4 Production Utilization Rate at 100% Production Capacity Price Annual Sales
Product Mix 20,000,000
B100
Diesel
B20 $1.60 $256,000,000
Total 9 160,000,000 $256,000,000
Year 5 Production Utilization Rate at 100% Production Capacity Price Annual Sales
Product Mix 20,000,000
B100
Diesel
B20 $1.60 $332,800,000
Total 12 240,000,000 $332,800,000

Use-of-Proceeds

For Construction:

Research and Planning: $1,500,000
1) Feedstock contractual agreements
2) Test US ASTM 6751 specifications for biodiesel
3) Fundamental planning
4) Various applications

Construction and all the necessary equipment $16,994,000
(See Construction Costs Estimate per Plant)

Trucks and automobiles $1,003,000

Office Equipment $503,000
1) Computer systems
2) Furniture and fixtures

Estimated Total - $20,000,000 per plant

Construction Cost Estimates

Plant Components
4 Stage I Reactors (825 gallons each @ $32,000 each) $128,000
4 Stage I Settling Tanks (450 gallons each @ $16,000 each) $64,000
4 State II Reactors (450 gallons each @$20,000 each) $80,000
7 Stage II Settling Tanks (1425 gallons each at $45,000 each) $315,000
System Plant Components with footings $65,000
Tank farm for incoming/outgoing material (20 days supply)
Incoming crude oil tanks
-----------------------
Steel tanks (280,000 gallons X 6) $840,000
Outgoing biodiesel tanks
------------------------
Steel tanks (240,000 gallons X 6) $720,000
Methanol tanks
--------------
Stainless steal tanks (42,000 gallons) $168,000
Sulfuric acid tank and pump
---------------------------
Stainless steal tanks (4,000 gallons) $16,000
Washing & Drying Cycle
Esther Washing and Drying Equipment Package $400,000
Infrastructure Support System
Steam Supply System $225,000
Air Compressor System $50,000
Cooling Towers $65,000
Air Treatment System $55,000
Containment system for Washing & Drying $65,000
Electrical System
Plant connections and systems wiring $450,000
Plumbing System
Piping, valves, fitting, interconnections $420,000
Control System
Control, connections, transducers, computers $430,000
Lab Facility
Testing equipment for methyl esther, glycerin $85,000
Safety & Fire Technology
Extinguishers, first aid, special equipment $9,000
Utility Services
Gas supply $75,000
Electrical supply $75,000
Backup generator $50,000
Site Preparation Costs
Bulldozer, excavation, other work $25,000
Building & Loading Docks
16,000 square feet @$20/ft. $320,000
Loading docks for truck load/unload $75,000
Miscellaneous labor
Welding work $75,000
Construction labor $50,000
Transportation
Production Tanks shipping $30,000
Package systems $20,000

Engineering & Project Management
Engineering & Design $300,000
Project Management $280,000
Contingencies
10% of project cost $600,000
Project Cost $6,497,000

Building $500,000

Land $1,500,000

Estimated Total Cost $8,497,000

Projected Income Statement

Year 2004 2005 2006 2007 2008
---- --------- ---------- ---------- ---------- ----------

Total sales 32,000,000 64,000,000 128,000,000 256,000,000 332,800,000

Cost of goods sold 25,000,000 50,000,000 100,000,000 200,000,000 260,000,000

Gross Profit (22%) 7,000,000 14,000,000 28,000,000 56,000,000 72,800,000
--------- ---------- ---------- ---------- ----------

Selling general & admin. expenses 800,000 1,600,000 3,200,000 3,225,600 4,193,280
Income from operations (EBITDA 19%) 6,200,000 12,400,000 24,800,000 52,774,400 68,606,720
Interest Income 3,087,733 2,787,966 1,573,452 329,353 0
Interest Expense 0 0 0 598,653 1,894,988
Depreciation Expense 1,333,333 2,577,778 6,000,000 9,416,296 13,060,741
--------- --------- --------- --------- ----------

Pre-tax income (loss) 7,954,400 12,610,188 20,373,452 43,088,804 53,650,991
Income taxes at 38% 3,022,672 4,791,871 7,741,912 16,373,746 20,387,377
Net profit 4,931,728 7,818,317 12,631,540 26,715,058 33,263,614
Credits 4,800,000 9,600,000 19,200,000 38,400,000 49,920,000
Net profit + credits 9,731,728 17,418,317 31,831,540 65,115,058 83,183,614

Cash flow
Net Profit 9,731,728 17,418,317 31,831,540 65,115,058 83,183,614
Depreciation 1,333,333 2,577,778 6,000,000 9,416,296 13,060,741
Cash flow 11,065,061 19,996,095 37,831,540 74,531,354 96,244,355
Cumulative Cash Flow 31,061,156 68,892,696 143,424,050 239,668,406

IBBC Future Valuation

================================================================================
Valuation Equity $100,000,000 represents 16x Projected EBITDA for
2004, first year operations

Potential Exit-Sale Values Based on 5x, 8x and 10x

5x EV/EBITDA in 2008 = 68,606,720 at avg. 5x 343,033,600

less: Long Term Debt 0

Equity Value 343,033,600

8x EV/EBITDA in 2008 = 68,606,720 at avg. 8x 548,853,760

less: Long Term Debt 0

Equity Value 548,853,760

10x EV/EBITDA in 2008 = 68,606,720 at avg. 10x 686,067,200

less: Long Term Debt 0

Equity Value 686,067,200

Projected EBITDA Margin for IBBC - 19%

Industry range -

================================================================================

VITAE - Joseph P. LaStella, P.E.

EDUCATION
B.A., Civil Engineering, City University of NY Aug. 1968 -May, 1972
Professional Engineering License: 1973

WORK EXPERIENCE
Joe LaStella has been a corporate executive or business owner of multiple public
and private companies over a 21 year period. Focus of activities have included
development of electric and hybrid electric vehicles, super-efficient engine
research, alternative fuels, emission control equipment, recycling technology,
mining technology, power generation and agricultural engineering. Business
activities now and business and work activities in the past include the
following:

Consulting Engineer American Bio-Fuels
2000-2001
Principal involved in setting up American Bio-Fuels, a corporation producing
biodiesel fuel using a proprietary continuous flow production process. Mr.
LaStella invented the continuous flow production process by drawing on
technology from a variety of industries including mining, recycling and
agricultural industries. Mr. LaStella is responsible for oversight of the
design, engineering and construction crews now installing the first plant in
Adelanto, California. Mr. LaStella has worked with several other chemists to
optimize the process based on the initial design. Mr. LaStella is also
responsible for initial analysis that suggests production throughput could be
increased with use of soybean oil based on laboratory models. Mr. LaStella has
been undergoing in-house testing of various additives in combination with
biodiesel to test emission and fuel economy benefits using EPA approved test
equipment.

BAT International:
1992-2000
BAT is a public company with approximately 12,000 shareholders and a market
valuation fluctuating between $3 million and $240 million. BAT is a holding
company that owns a stock position in a set of private companies involved in the
development or marketing of various alternative fuel or super-efficient vehicle
techologies. As President, Mr. LaStella was able to complete numerous R&D
projects related to alternative fuels and integrate technologies into production
operations in the US and globally. This has included creating research or
strategic alliances with major corporations including Lockheeed Martin
(Industrial Offset Program), Daimler Benz/VW consortium DAUG (licensing) and
others. Mr. La Stella was responsible for the R&D and engineering of electric
vehicles that in 1994 EV America testing (Dept. of Energy evaluation of electric
vehicles ready for fleet use) were able to get top performance in more than half
of the major categories. BAT holds world records for longest distance travelled
by a electric vehicle on a single charge, vehicle in cold weather on a single
charge and electric bicycle on a single charge. Technology developed has
included electric vehicles, hybrid electric vehicles, batteries, electric drive
systems, electric bicycles, super-efficient engine technology, advanced
lubricants and emission control devices. In 1998, Mr. LaStella was nominated
Entrepreneur of the Year by Merrill Lynch.

Consolidated Edison Company:
1958-1978
Mr. LaStella worked for Consolidated Edison Company in New York City over 20
years in various engineering and management positions. Mr. LaStella achieved a
prominent position in the company as Technical Superintendent. This included
supervision of design and field installation of all the major vertical networks
in high rise building in Manhattan. Mr. LaStella directed the activities of over
70 design and field engineers that installed vertical networks that ranged from
1 to 10 MW each. Other major activities included supervision of the operation of
2800 MW of gas turbine generators in five boroughs in Westchester County. Mr.
LaStella was also a research liaison for the company in connection with specific
research projects detailed below.

RESEARCH PROJECTS:

Consolidated Edison DOE Large Fuel Cell Research
1976-1978
Mr. LaStella was the corporate representative for Consolidated Edison Company in
connection with a 1 MW research and demonstration project that was a consortium
effort with United Technologies and was funded by the Dept. of Energy. Funding
of $100 million was used to build a phosporic acid fuel cell operating with its
own reformer running on NAPTA fuel. The unit was built and operated successfully
for one year and served as the basis for designing a 5 MW module unit.

Consolidated Edison Gas Turbine Research
1972-1976
Consolidated Edison had seta set of gas generators designed to handle peak loads
and to avert blackouts. Due to a power emergency in New York City in 1972, gas
units designed to operate only several hundred hours per year were put into
continuous operation to provide baseload power. This presented a research
opportunity due to the extreme operating conditions this placed on gas turbine
engines of all types. Mr. LaStella was a liason between Consolidated Edison and
numerous gas turbine manufacturers and suppliers and tested a wide variety of
new technologies to keep units operational and improve performance. This
included high efficiency air filters, turbine blade coatings, bi-metal blades,
methods for cleaning compressors and blades and other technology. The first
multiple parameter monitoring system in operation was developed in conjunction
with Teledyne and Pratt & Whitney during this power crisis to continuously
monitor all critical parameters of gas turbine engine operation. Many new gas
turbine technologies were developed from data gathered during this period.

Mining Engineering: Applied Mining Research
1978-1988
Mr. LaStella set up a metalurgical laboratory to evaluate various methods to
identify and extract mineral from ore. State of the art cyanide leaching
processes were investigated. An underwater unmaned submarine was developed that
would permit extraction of ore from the seabed without requiring a dredge
operation. The system allowed for sorting and extraction of precious metals on
the sea floor with minimal environmental impact.

Mr. LaStella design and built numerous turnkey modular plants to process
precious metals that were installed in locations world wide.

Recycling Engineering Applied Research
1990
Mr. LaStella developed a system for sorting aluminum cans using electronic
technology. The system was successfully installed in several major recycling
locations in the US.

LeeRoy Allen, Jr. - President, CEO, Director

LeeRoy Allen, Jr. has been a corporate executive in the brokerage/financial
industry, business owner and project manager in the public sector for over 28
years.

Financial Consultant:
1992-2002

Mr. Allen has performed as a Stockbroker, Branch Manager, and National Sales
Manager for major brokerage firms. Considered a challenge-driven,
results-oriented, highly regarded Supervisor and Compliance minded professional
with over 11 years experience in a high volume, fast paced financial
environment. A consistent exemplary record of performance has resulted in
numerous promotions to increasingly responsible positions.

Maraleeco and Company:
1986-2003

Mr. Allen has been the principal owner of a consulting company with
responsibility for planning, directing, and coordinating client needs associated
with critical program or project development.

Farm Credit Administration: Office of Inspector General 1985-1986

Mr. Allen performed as Special Agent assigned to the Office of the Inspector
General (McLean, WV) with responsibility of planning, directing, and
coordinating the office's jurisdiction throughout the United States as it
related to the Farm Credit System. Mr. Allen provided direction to Bank Managers
and associates in the conduct of investigations of criminal and employment
discrimination complaints filed under the statutes enforced by the Inspector
Generals Office.

U.S. Department of the Interior: Special Agent in Charge 1983-1985

For the Bureau of Land Management Resource Protection, Washington, D.C., Mr.
Allen held the responsibility to ensure that all Criminal or Compliance
investigations were effectively planned, directed, and coordinated throughout
the United States. Mr. Allen provided direction to other unit supervisors in the
conduct of investigations filed under the statutes enforced by the Department
and the Bureau. Mr. Allen was also responsible for the development and
implementation of natural resource protection programs for the Bureau of Land
Management and participated as Program Director with other Directors on a local,
state and national level. Mr. Allen also coordinated program functions with
Department Secretaries and Presidential Advisors to establish procedures and
ensure achievement of the Bureau's goals and objectives.

U.S. Department of the Interior: Special Agent in Charge 1977-1983

For the Bureau of Land Management Resource Protection, Alaska, Mr. Allen held
the responsibility of ensuring that all Criminal and Compliance investigations
were effectively planned, directed and coordinated throughout the State of
Alaska. Mr. Allen also provided direction to other State and local enforcement
agencies and to other unit supervisors in the conduct of investigations filed
under the statutes enforced by the Department of the Interior and the Bureau of
Land Management. Mr. Allen was responsible for the development and
implementation of a natural resource protection program for the Bureau of Land
Management in the State of Alaska.