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                                                                    Exhibit 10.1


                   REORGANIZATION AND STOCK PURCHASE AGREEMENT


       This REORGANIZATION AND STOCK PURCHASE AGREEMENT dated as of October 24,
2007 (this "Agreement") is by and between Palomine Mining Inc., a Nevada
corporation ("Palomine"), Universal Bioenergy North America, Inc., a Nevada
corporation ("UBNA"); Mortensen Financial Limited, a Belizean corporation
("Mortensen"); and the stockholders and owners of all of the issued and
outstanding equity of UBNA as set forth on Schedule 1(a) to this Agreement
(collectively, jointly and severally, the "Shareholders")


RECITALS

       A.     WHEREAS, Palomine desires to acquire directly or indirectly 100%
              of the equity of UBNA;

       B.     WHEREAS, the Shareholders desire to exchange with Palomine all of
              the issued and outstanding common stock of UBNA for 2,000,000
              shares of common stock of Palomine and thus transfer UBNA to
              Palomine;

       C.     WHEREAS, Mortensen is a shareholder of Palomine and owns 2,000,000
              shares of Palomine or approximately 46% of the issued and
              outstanding common stock of Palomine;

       D.     WHEREAS, Mortensen desires to effect the transactions contemplated
              by this Agreement and in order to induce the transactions;
              Mortensen will contribute 1,800,000 shares of common stock that he
              currently owns to the amount of shares being delivered to the
              Shareholders hereunder;

       E:     WHEREAS, the parties hereto intend that the transaction
              contemplated hereby shall be completed as a tax-free exchange of
              stock.

NOW, THEREFORE, the Shareholders and the respective Boards of Directors of
Palomine and UBNA deem it advisable and in the best interests of their
corporations and the respective shareholders of their corporations that Palomine
acquire 100% of the securities of UBNA, in accordance with the terms and
conditions of this Reorganization and Stock Purchase Agreement.

       1.     PRE-CLOSING ACTIONS OF PALOMINE AND MORTENSEN. Immediately upon
              execution of this Agreement and prior to any Closing as set forth
              herein, Palomine (and Mortensen with respect to item b) shall
              undertake the following actions:

              (a)    The Board of Directors of Palomine shall unanimously
                     approve and shall deliver or cause to be delivered to Cohen
                     & Czarnik LLP ("Escrow Agent") to be placed in escrow
                     ("Escrow") resolutions with respect to (a) approving all of
                     the transactions set forth herein; (b) increasing or
                     directing the size of the Board of Directors to be two
                     members; (c) electing two persons to the board of directors
                     of Palomine designated by UBNA, and (d) approving a name
                     change of the corporation to "Universal Bioenergy, Inc."
                     (the "Palomine Board Resolutions").


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              (b)    Palomine and Mortensen, jointly and severally, shall
                     deliver or cause to be delivered to Escrow Agent to be
                     placed in Escrow a total of 2,000,000 shares of Palomine
                     (200,000 shares directly from Palomine and 1,800,000 shares
                     directly from Mortensen) for delivery to Shareholders (as
                     set forth on Schedule 1(a) attached hereto) (the "Escrowed
                     Palomine Shares").

              (c)    Palomine shall use its reasonable best efforts to prepare
                     and complete the documents necessary to be filed with
                     local, state and federal authorities to consummate the
                     transactions contemplated hereby including the filing of
                     any necessary reports pursuant to the Securities Exchange
                     Act of 1934, as amended.

       2.     PRE-CLOSING ACTION OF UBNA. Immediately upon execution of this
              Agreement and prior to the Closing as set forth herein, UBNA shall
              undertake the following actions:

              (a)    The Board of Directors of UBNA shall execute and deliver
                     resolutions unanimously approving all of the transactions
                     set forth herein.

              (b)    The shareholders of UBNA shall deliver to Escrow Agent to
                     be placed in Escrow certificates representing 5,000 shares
                     of common stock of UBNA (the "Escrowed UBNA Shares"),
                     representing 100% of the issued and outstanding equity of
                     UBNA, for delivery to Palomine at Closing.

              (c)    During the Due Diligence Period, UBNA shall make available
                     to Palomine and Palomine's employees, attorneys,
                     accountants, financial advisors, agents and representatives
                     during normal business hours all information concerning the
                     operation, business and prospects of UBNA as may be
                     reasonably requested by Palomine. UBNA will cooperate with
                     Palomine for the purpose of permitting Palomine to discuss
                     UBNA's business and prospects with customers, creditors,
                     suppliers and other persons having business dealings with
                     such party, including without limitation providing access
                     to all employees, consultants, assets, properties, books,
                     accounts, records, tax returns, contracts and other
                     documents of UBNA, provided that such access will not
                     materially interfere with the normal business operations of
                     UBNA.

       3.     CONDITIONS TO CLOSING

       The parties' obligation to close the proposed Acquisition will be subject
       to specified conditions precedent including, but not limited to, the
       following:

       (a)    the representations and warranties of Palomine as set forth in
              Section 6 herein shall remain accurate as of the Closing Date and
              no material adverse change to the financial condition of Palomine
              shall have occurred;

       (b)    the representations and warranties of UBNA as set forth in Section
              7 herein shall remain accurate as of the Closing Date and no
              material adverse change in the business or financial condition of
              UBNA shall have occurred;

       (c)    all the documents necessary to be filed with local, state and
              federal authorities are prepared;



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       (d)    Palomine shall have provided the board resolutions and any other
              approval required to complete the board election; and board
              resolutions approving the name change;.

       (e)    Palomine shall retain its good standing as a publicly traded
              company, trading on the over-the-counter bulletin board under the
              symbol "POMM.OB";

       (f)    Palomine shall have prepared and delivered to UBNA within thirty
              (30) days of Closing audited and unaudited financial statements
              which if filed at the time received would be complete and
              compliant with Regulation S-X, Section 310, sufficient for the
              combined entities to file any and all filings required by the US
              Securities and Exchange Commission and U.S. securities laws and
              rules (the "Palomine Financial Statements"); and

       (g)    UBNA shall have prepared and delivered to Palomine within five (5)
              days of closing audited and unaudited financial statements which
              if filed at the time received would be complete and compliant with
              Regulation S-X, Section 310, sufficient for the combined entities
              to file any and all filings required by the US Securities and
              Exchange Commission and U.S. securities laws and rules (the "UBNA
              Financial Statements").

       4.     AT THE CLOSING.

       (a)    At the Closing, Escrow Agent shall release from Escrow the
              Palomine Board Resolutions effectuating the election of members
              designated by UBNA to the Palomine Board of Directors. The members
              of the Board of Directors of Palomine prior to Closing shall
              submit resignations at Closing.

       (b)    At the Closing, Escrow Agent shall release from Escrow the
              Escrowed Palomine Shares to the Shareholders.

       (c)    At the Closing, Escrow Agent shall release from Escrow the
              Escrowed UBNA Shares to Palomine.

       (d)    At the Closing, the existing officers of Palomine shall resign and
              be replaced by those officers appointed by the new Board of
              Directors.

       5.     TIMING OF CLOSING. The Closing shall occur upon the satisfaction
              of the conditions set forth in this Agreement and upon
              instructions from the parties hereto to the Escrow Agent. The
              Closing Date shall occur on or before November 30th, 2007 in the
              event such conditions are met, unless the Escrow Agent receives
              instructions otherwise from the parties or notice from a party
              that the conditions set forth herein have not occurred. Unless
              otherwise advised in writing by the parties, in the event the
              Closing does not occur on or before December 31, 2007, (i) the
              Escrow Agent shall return the Escrowed Palomine Shares and the
              Palomine Board Resolutions to Palomine; and (ii) the Escrow Agent
              shall return the Escrowed UBNA Shares to the shareholders of UBNA.

       6.     REPRESENTATIONS OF PALOMINE/MORTENSEN. Palomine (and Mortensen
              solely with respect to his shares of common stock of Palomine
              contributed to the Escrowed Palomine Shares) represents and
              warrants as follows:


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       (a)    OWNERSHIP OF SHARES. As of the Closing Date, the shareholders of
              UBNA will become the owners of the Escrowed Palomine Shares. The
              Escrowed Palomine Shares will be free from claims, liens or other
              encumbrances, except as provided under applicable federal and
              state securities laws;

       (b)    FULLY PAID AND NONASSESSABLE. The Escrowed Palomine Shares
              constitute duly and validly issued shares of Palomine, and are
              fully paid and nonassessable, and Palomine further represents that
              it has the power and the authority to execute this Agreement and
              to perform the obligations contemplated hereby;

       (c)    ORGANIZATION OF PALOMINE; AUTHORIZATION. Palomine is a corporation
              duly organized, validly existing and in good standing under the
              laws of Nevada with full corporate power and authority to execute
              and deliver this Agreement and to perform its obligations
              hereunder. The execution, delivery and performance of this
              Agreement have been duly authorized by all necessary corporate
              action of Palomine and this Agreement constitutes a valid and
              binding obligation of Palomine; enforceable against it in
              accordance with its terms.

       (d)    CAPITALIZATION. The authorized capital stock of Palomine consists
              of 75,000,000 shares of common stock, par value $0.001 per share,
              and no shares of preferred stock. As of the Closing Date, Palomine
              will have a total of no more than 4,600,000 shares of common stock
              issued and outstanding and no shares of preferred stock issued and
              outstanding. As of the Closing Date, all of the issued and
              outstanding shares of common stock of Palomine are validly issued,
              fully paid and non-assessable. There is not and as of the Closing
              Date, there will not be outstanding any warrants, options or other
              agreements on the part of Palomine obligating Palomine to issue
              any additional shares of common or preferred stock or any of its
              securities of any kind. Palomine will not issue any shares of
              capital stock from the date of this Agreement through the Closing
              Date. The Common Stock of Palomine is presently trading on the
              over-the-counter electronic bulletin board under the symbol
              "POMM.OB".

       (e)    OWNERSHIP OF PALOMINE SHARES. The delivery of certificates
              provided herein for the Escrowed Palomine Shares will result in
              the shareholders of UBNA immediate acquisition of record and
              beneficial ownership of the Escrowed Palomine Shares, free and
              clear of all encumbrances.

       (e)    NO CONFLICT AS TO PALOMINE. Neither the execution and delivery of
              this Agreement nor the consummation of the exchange of the
              Palomine Shares will (a) violate any provision of the certificate
              of incorporation or by-laws (or other governing instrument) of
              Palomine or (b) violate, or be in conflict with, or constitute a
              default (or an event which, with notice or lapse of time or both,
              would constitute a default) under, or result in the termination
              of, or accelerate the performance required by, or excuse
              performance by any Person of any of its obligations under, or
              cause the acceleration of the maturity of any debt or obligation
              pursuant to, or result in the creation or imposition of any
              encumbrance upon any property or assets of Palomine under, any
              material agreement or commitment to which Palomine is a party or
              by which its property or assets is bound, or to which any of the
              property or assets of Palomine is subject, or (c) violate any
              statute or law or any judgment, decree, order, regulation or rule
              of any court or other governmental body applicable to Palomine
              except, in the case of violations, conflicts, defaults,
              terminations, accelerations or encumbrances described in clause
              (b) of this Section for such matters which are not likely to have
              a material adverse effect on the business or financial condition
              of Palomine.


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       (f)    CONSENTS AND APPROVALS OF GOVERNMENTAL AUTHORITIES. No consent,
              approval or authorization of, or declaration, filing or
              registration with, any Governmental Body is required to be made or
              obtained by Palomine in connection with the execution, delivery
              and performance of this Agreement by Palomine or the consummation
              of the sale of the Escrowed Palomine Shares.

       (g)    OTHER CONSENTS. Except for consents from the holders of the
              Escrowed Palomine Shares, no consent of any Person is required to
              be obtained by Palomine to the execution, delivery and performance
              of this Agreement or the consummation of the sale of the Palomine
              Shares, including, but not limited to, consents from parties to
              leases or other agreements or commitments, except for any consent
              which the failure to obtain would not be likely to have a material
              adverse effect on the business and financial condition of
              Palomine.

       (h)    LITIGATION. There is no action, suit, inquiry, proceeding or
              investigation by or before any Court or Governmental body pending
              or threatened in writing against or involving Palomine which is
              likely to have a material adverse effect on the business or
              financial condition of Palomine, or which questions or challenges
              the validity of this Agreement. Palomine is not subject to any
              judgment, order or decree that is likely to have a material
              adverse effect on the business or financial condition of Palomine.

       (i)    SEC REPORTS. Palomine has filed with the SEC all forms, reports,
              schedules, and statements that were required to be filed by it
              with the SEC within the three (3) year period ending on the
              Closing, and previously has furnished or made available to the
              Company accurate and complete copies of all the SEC Documents. As
              of their respective dates, the SEC Documents were prepared in
              accordance with the Securities Exchange Act of 1934, as amended
              (the "Exchange Act") and the Securities Act of 1933, as amended
              (the "Securities Act") and did not contain any untrue statement of
              a material fact or omit to state a material fact required to be
              stated in those documents or necessary to make the statements in
              those documents not misleading, in light of the circumstances
              under which they were made. As of their respective dates, these
              reports and statements will not contain any untrue statement of a
              material fact or omit to state a material fact required to be
              stated in them or necessary to make the statements in them not
              misleading, in light of the circumstances under which they are
              made and these reports and statements will comply in all material
              respects with all applicable requirements of the Exchange Act and
              the Securities Act. "SEC Documents" means all forms, notices,
              reports, schedules, statements, and other documents filed by
              Parent with the SEC within the three years from the Closing,
              whether or not constituting a "filed" document, and includes all
              proxy statements, registration statements, amendments to
              registration statements, periodic reports on Forms 10-KSB, 10-QSB,
              and 8-K, and annual and quarterly reports to shareholders.


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       (j)    FINANCIAL STATEMENTS. The audited consolidated financial
              statements and unaudited consolidated interim financial statements
              of Palomine that are included or incorporated in the SEC Documents
              were prepared in accordance with GAAP applied on a consistent
              basis during the periods involved (except as otherwise indicated
              in the notes to them) and fairly present the consolidated
              financial position, results of operations, and cash flows from
              operating, investing, and financing activities of Palomine as of
              the dates and for the periods indicated, except that the unaudited
              consolidated interim financial statements in the SEC Documents are
              subject to normal year-end adjustments and were prepared in
              accordance with the instructions to SEC Form 10-QSB and,
              accordingly, omit or condense certain footnotes and other
              information normally included in financial statements prepared in
              accordance with GAAP. The consolidated financial statements of
              Palomine that are included or incorporated in any subsequent
              report or statement that Palomine mails to its shareholders
              generally or files with the SEC during the period after the date
              of this Agreement and before the Closing Date will be prepared in
              accordance with GAAP applied on a consistent basis during the
              periods involved (except as otherwise indicated in them, the notes
              to them, or any related report of Palomine's independent
              accountants) and will fairly present the financial information
              that they purport to present, except that the unaudited,
              consolidated interim financial statements will be subject to
              normal year-end adjustments and will omit or condense certain
              footnotes and other information normally included in financial
              statements prepared in accordance with GAAP.

       (k)    ABSENCE OF CERTAIN CHANGES. From December 31, 2006, to the date
              hereof, Palomine has not :

              1.     suffered damage or destruction of any of its properties or
                     assets (whether or not covered by insurance) which is
                     materially adverse to the financial condition of Palomine,
                     or made any disposition of any of its material properties
                     or assets other than in the ordinary course of business;

              2.     made any change or amendment in its certificate of
                     incorporation or by-laws, or other governing instruments,
                     except as contemplated hereby or required to effect the
                     transactions set forth herein;

              3.     other than the Palomine Escrowed Shares or other than the
                     total issued and outstanding shares set forth in paragraph
                     6(d) hereto, issued or sold any Equity Securities or other
                     securities, acquired, directly or indirectly, by redemption
                     or otherwise, any such Equity Securities, reclassified,
                     split-up or otherwise changed any such Equity Security, or
                     granted or entered into any options, warrants, calls or
                     commitments of any kind with respect thereto;

              4.     organized any new Subsidiary or acquired any Equity
                     Securities of any Person or any equity or ownership
                     interest in any business;

              5.     borrowed any funds or incurred, or assumed or become
                     subject to, whether directly or by way of guarantee or
                     otherwise, any obligation or liability with respect to any
                     such indebtedness for borrowed money except to Mortensen;

              6.     paid, discharged or satisfied any material claim, liability
                     or obligation (absolute, accrued, contingent or otherwise),
                     other than in the ordinary course of business;

              7.     prepaid any material obligation having a maturity of more
                     than 90 days from the date such obligation was issued or
                     incurred;

              8.     cancelled any material debts or waived any material claims
                     or rights, except in the ordinary course of business;

              9.     disposed of or permitted to lapse any rights to the use of
                     any material patent or registered trademark or copyright or
                     other intellectual property owned or used by it;

              9.     granted any general increase in the compensation of
                     officers or employees (including any such increase pursuant
                     to any employee benefit plan), except to Frank H. Ward;


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              10.    purchased or entered into any contract or commitment to
                     purchase any material quantity of raw materials or
                     supplies, or sold or entered into any contract or
                     commitment to sell any material quantity of property or
                     assets;

              11.    made any capital expenditures or additions to property,
                     plant or equipment or acquired any other property or
                     assets;

              12.    written off or been required to write off any notes or
                     accounts receivable;

              13.    written down or been required to write down any inventory;
                     or

              14.    entered into any collective bargaining or union contract or
                     agreement.

              15.    incurred any liability in excess of $20,000.

         (l)  CONTRACTS AND COMMITMENTS. Palomine is not a party to any:

              1.     Contract or agreement involving any liability on the part
                     of Palomine.

              2.     Lease of personal property;

              3.     Employee bonus, stock option or stock purchase, performance
                     unit, profit-sharing, pension, savings, retirement, health,
                     deferred or incentive compensation, insurance or other
                     material employee benefit plan (as defined in Section 2(3)
                     of ERISA) or program for any of the employees, former
                     employees or retired employees of Palomine;

              4.     Commitment, contract or agreement that is currently
                     expected by the management of Palomine to result in any
                     material loss upon completion or performance thereof;

              5.     Contract, agreement or commitment with any officer,
                     employee, agent, consultant, advisor, salesman, sales
                     representative, value added reseller, distributor or
                     dealer; or

              6.     Employment agreement or other similar agreement.

       (m)    COMPLIANCE WITH LAW. The operations of Palomine have been
              conducted in accordance with all applicable laws and regulations
              of all Governmental Bodies having jurisdiction over them, except
              for violations thereof which are not likely to have a material
              adverse effect on the business or financial condition of Palomine.
              Palomine has not received any notification of any asserted present
              or past failure by it to comply with any such applicable laws or
              regulations. Palomine has all material licenses, permits, orders
              or approvals from the Governmental Bodies required for the conduct
              of its business, and is not in material violation of any such
              licenses, permits, orders and approvals. All such licenses,
              permits, orders and approvals are in full force and effect, and no
              suspension or cancellation of any thereof has been threatened.


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       (n)    TAX MATTERS.

              1.     Palomine (1) has filed or shall file prior to Closing all
                     nonconsolidated and noncombined Tax Returns and all
                     consolidated or combined Tax Returns that include only
                     Palomine and not UBNA or its other Affiliates (for the
                     purposes of this Section, such tax Returns shall be
                     considered nonconsolidated and noncombined Tax Returns)
                     required to be filed through the date hereof and will have
                     paid any Tax due through the date hereof with respect to
                     the time periods covered by such nonconsolidated and
                     noncombined Tax Returns and shall timely pay any such Taxes
                     required to be paid by it after the date hereof with
                     respect to such Tax Returns and (2) shall prepare and
                     timely file all such nonconsolidated and noncombined Tax
                     Returns required to be filed after the date hereof and
                     through the Closing Date and pay all Taxes required to be
                     paid by it with respect to the periods covered by such Tax
                     Returns; (B) all such Tax Returns filed pursuant to clause
                     (A) after the date hereof shall, in each case, be prepared
                     and filed in a manner consistent in all material respects
                     (including elections and accounting methods and
                     conventions) with such Tax Return most recently filed in
                     the relevant jurisdiction prior to the date hereof, except
                     as otherwise required by law or regulation. Any such Tax
                     Return filed or required to be filed after the date hereof
                     shall not reflect any new elections or the adoption of any
                     new accounting methods or conventions or other similar
                     items, except to the extent such particular reflection or
                     adoption is required to comply with any law or regulation.

              2.     Palomine represents that prior to Closing, all consolidated
                     or combined Tax Returns (except those described in
                     subparagraph (1) above) required to be filed by any person
                     through the date hereof that are required or permitted to
                     include the income, or reflect the Activities, operations
                     and Transactions, of Palomine for any taxable period shall
                     have been timely filed, and the income, activities,
                     operations and Transactions of Palomine shall have been
                     properly included and reflected thereon. Palomine shall
                     prepare and file, or cause to be prepared and filed, all
                     such consolidated or combined Tax Returns that are required
                     or permitted to include the income, or reflect the
                     activities, operations and Transactions, of Palomine, with
                     respect to any taxable year or the portion thereof ending
                     on or prior to the Closing Date, including, without
                     limitation, Palomine's consolidated federal income tax
                     return for such taxable years. Prior to Closing, Palomine
                     will timely file a consolidated federal income tax return
                     for the taxable year ended December 31, 2006 and such
                     return shall include and reflect the income, activities,
                     operations and Transactions of Palomine for the taxable
                     period then ended, and hereby expressly covenants and
                     agrees to file a consolidated federal income tax return,
                     and to include and reflect thereon the income, activities,
                     operations and Transactions of Palomine for the taxable
                     period through the Closing Date. All Tax Returns filed
                     pursuant to this subparagraph (2) after the date hereof
                     shall, in each case, to the extent that such Tax Returns
                     specifically relate to Palomine and do not generally relate
                     to matters affecting other members of Palomine's
                     consolidated group, be prepared and filed in a manner
                     consistent in all material respects (including elections
                     and accounting methods and conventions) with the Tax Return
                     most recently filed in the relevant jurisdictions prior to
                     the date hereof, except as otherwise required by law or
                     regulation. Palomine has paid or will pay all Taxes that
                     may now or hereafter be due with respect to the taxable
                     periods covered by such consolidated or combined Tax
                     Returns.


<PAGE>

              3.     There is no (nor has there been any request for an)
                     agreement, waiver or consent providing for an extension of
                     time with respect to the assessment of any Taxes
                     attributable to Palomine, or its assets or operations and
                     no power of attorney granted by Palomine with respect to
                     any Tax matter is currently in force.

              4.     There is no action, suit, proceeding, investigation, audit,
                     claim, demand, deficiency or additional assessment in
                     progress, pending or threatened against or with respect to
                     any Tax attributable to Palomine or its assets or
                     operations.

              5.     All amounts required to be withheld as of the Closing Date
                     for Taxes or otherwise have been withheld and paid when due
                     to the appropriate agency or authority.

       (o)    BORROWING AND GUARANTEES. Except as reflected on its financial
              statements for the period ended December 31, 2006, Palomine (a)
              does not have any indebtedness for borrowed money except to
              Mortensen, (b) are not lending or committed to lend any money
              (except for advances to employees in the ordinary course of
              business), and (c) are not guarantors or sureties with respect to
              the obligations of any Person.

7.     Representations of UBNA and Shareholders. UBNA and the Shareholders,
       collectively, jointly and severally, for their respective rights and
       interests represent and warrant as follows:

       (a)    ORGANIZATION; AUTHORIZATION. UBNA is a corporation duly organized,
              validly existing and in good standing under the laws of its
              country of organization with full corporate power and authority to
              execute and deliver this Agreement and to perform its obligations
              hereunder. The execution, delivery and performance of this
              Agreement have been duly authorized by all necessary corporate
              action of UBNA and this Agreement constitutes a valid and binding
              obligation; enforceable against in accordance with its terms. UBNA
              has no subsidiaries.

       (b)    CAPITALIZATION. The authorized capital stock of UBNA consists of
              10,000 shares of common stock, par value $0.01 per share. As of
              the date of this Agreement, UBNA has 5,000 shares of common stock
              issued and outstanding and no shares of preferred stock issued and
              outstanding. No shares have otherwise been registered under state
              or federal securities laws. As of the Closing Date, all of the
              issued and outstanding shares of common stock of UBNA are validly
              issued, fully paid and non-assessable and there is not and as of
              the Closing Date there will not be outstanding any warrants,
              options or other agreements on the part of UBNA obligating any of
              UBNA to issue any additional shares of common or preferred stock
              or any of its securities of any kind. UBNA will not issue any
              shares of capital stock from the date of this Agreement through
              the Closing Date. The Escrowed UBNA Shares will be free from
              claims, liens or other encumbrances, except as provided under
              applicable federal and state securities laws;

       (c)    NO CONFLICT AS TO UBNA. Neither the execution and delivery of this
              Agreement nor the consummation of the transactions contemplated
              herein will (a) violate any provision of the articles of
              incorporation or organization of UBNA; or (b) violate, or be in
              conflict with, or constitute a default (or an event which, with
              notice or lapse of time or both, would constitute a default)
              under, or result in the termination of, or accelerate the
              performance required by, or excuse performance by any Person of
              any of its obligations under, or cause the acceleration of the
              maturity of any debt or obligation pursuant to, or result in the
              creation or imposition of any Encumbrance upon any property or
              assets of UBNA under, any material agreement or commitment to
              which UBNA is a party or by which any of their respective property
              or assets is bound, or to which any of the property or assets of
              any of UBNA is subject, or (c) violate any statute or law or any
              judgment, decree, order, regulation or rule of any court or other
              Governmental Body applicable to UBNA except, in the case of
              violations, conflicts, defaults, terminations, accelerations or
              Encumbrances described in clause (b) of this Section for such
              matters which are not likely to have a material adverse effect on
              the business or financial condition of UBNA, taken as a whole.


<PAGE>

       (d)    CONSENTS AND APPROVALS OF GOVERNMENTAL AUTHORITIES. No consent,
              approval or authorization of, or declaration, filing or
              registration with, any Governmental Body is required to be made or
              obtained by UBNA in connection with the execution, delivery and
              performance of this Agreement by UBNA or the consummation of the
              transactions contemplated herein.

       (e)    OTHER CONSENTS. No consent of any Person is required to be
              obtained by UBNA to the execution, delivery and performance of
              this Agreement or the consummation of the transactions
              contemplated herein, including, but not limited to, consents from
              parties to leases or other agreements or commitments, except for
              any consent which the failure to obtain would not be likely to
              have a material adverse effect on the business and financial
              condition of UBNA.

       (f)    BUILDINGS, PLANTS AND EQUIPMENT. The buildings, plants, structures
              and material items of equipment and other personal property owned
              or leased by UBNA are, in all respects material to the business or
              financial condition of UBNA taken as a whole, in good operating
              condition and repair (ordinary wear and tear excepted) and are
              adequate in all such respects for the purposes for which they are
              being used. UBNA has not received notification that it is in
              violation of any applicable building, zoning, anti-pollution,
              health, safety or other law, ordinance or regulation in respect of
              its buildings, plants or structures or their operations, which
              violation is likely to have a material adverse effect on the
              business or financial condition of UBNA taken as a whole or which
              would require a payment by UBNA in excess of $20,000 in the
              aggregate, and which has not been cured.

       (g)    NO CONDEMNATION OR EXPROPRIATION. Neither the whole nor any
              portion of the property or leaseholds owned or held by UBNA is
              subject to any governmental decree or order to be sold or is being
              condemned, expropriated or otherwise taken by any Governmental
              Body or other Person with or without payment of compensation
              therefore, which action is likely to have a material adverse
              effect on the business or financial condition of UBNA, taken as a
              whole.

       (h)    LITIGATION. There is no action, suit, inquiry, proceeding or
              investigation by or before any court or Governmental Body pending
              or threatened in writing against or involving UBNA which is likely
              to have a material adverse effect on the business or financial
              condition of UBNA, taken as whole, or which would require a
              payment by UBNA in excess of $20,000 in the aggregate or which
              questions or challenges the validity of this Agreement. UBNA is
              not subject to any judgment, order or decree that is likely to
              have a material adverse effect on the business or financial
              condition of UBNA, taken as a whole, or which would require a
              payment by UBNA in excess of $20,000 in the aggregate.

       (i)    ABSENCE OF CERTAIN CHANGES. UBNA has not:

              1.     suffered the damage or destruction of any of its properties
                     or assets (whether or not covered by insurance) which is
                     materially adverse to the business or financial condition
                     of UBNA, taken as a whole, or made any disposition of any
                     of its material properties or assets other than in the
                     ordinary course of business;


<PAGE>

              2.     made any change or amendment in its certificate of
                     incorporation or by-laws, or other governing instruments;

              3.     paid, discharged or satisfied any material claim, liability
                     or obligation (absolute, accrued, contingent or otherwise),
                     other than in the ordinary course of business;

              4.     prepaid any material obligation having a maturity of more
                     than 90 days from the date such obligation was issued or
                     incurred;

              5.     cancelled any material debts or waived any material claims
                     or rights, except in the ordinary course of business;

              6.     disposed of or permitted to lapse any rights to the use of
                     any material patent or registered trademark or copyright or
                     other intellectual property owned or used by it;

              7.     granted any general increase in the compensation of
                     officers or employees (including any such increase pursuant
                     to any employee benefit plan);

              8.     purchased or entered into any contract or commitment to
                     purchase any material quantity of raw materials or
                     supplies, or sold or entered into any contract or
                     commitment to sell any material quantity of property or
                     assets, except (i) normal contracts or commitments for the
                     purchase of, and normal purchases of, raw materials or
                     supplies, made in the ordinary course business, (ii) normal
                     contracts or commitments for the sale of, and normal sales
                     of, inventory in the ordinary course of business, and (iii)
                     other contracts, commitments, purchases or sales in the
                     ordinary course of business;

              9.     made any capital expenditures or additions to property,
                     plant or equipment or acquired any other property or assets
                     (other than raw materials and supplies) at a cost in excess
                     of $20,000 in the aggregate;

              10.    written off or been required to write off any notes or
                     accounts receivable in an aggregate amount in excess of
                     $20,000;

              11.    written down or been required to write down any inventory
                     in an aggregate amount in excess of $20,000;

              12.    entered into any collective bargaining or union contract or
                     agreement; or

              13.    other than the ordinary course of business, incurred any
                     liability required by generally accepted accounting
                     principles to be reflected on a balance sheet and material
                     to the business or financial condition of UBNA taken as a
                     whole.

       (j)    LABOR RELATIONS. UBNA is not a party to any collective bargaining
              agreement. Except for any matter which is not likely to have a
              material adverse effect on the business or financial condition of
              UBNA, taken as a whole, (a) UBNA are in compliance with all
              applicable laws respecting employment and employment practices,
              terms and conditions of employment and wages and hours, and is not
              engaged in any unfair labor practice, (b) there is no labor
              strike, dispute, slowdown or stoppage actually pending or
              threatened against UBNA, (c) no representation question exists
              respecting the employees of UBNA, (d) neither UBNA has experienced
              any strike, work stoppage or other labor difficulty, and (e) no
              collective bargaining agreement relating to employees of UBNA is
              currently being negotiated.


<PAGE>

       (k)    COMPLIANCE WITH LAW. The operations of UBNA have been conducted in
              accordance with all applicable laws and regulations of all
              Governmental Bodies having jurisdiction over them, except for
              violations thereof which are not likely to have a material adverse
              effect on the business or financial condition of UBNA, taken as a
              whole, or which would not require a payment by UBNA in excess of
              $20,000 in the aggregate, or which have been cured. UBNA has not
              received any notification of any asserted present or past failure
              by it to comply with any such applicable laws or regulations. UBNA
              has or shall apply for all material licenses, permits, orders or
              approvals from the Governmental Bodies required for the conduct of
              their businesses, and are not in material violation of any such
              licenses, permits, orders and approvals. All such licenses,
              permits, orders and approvals are in full force and effect, and no
              suspension or cancellation of any thereof has been threatened.

       (l)    TAX MATTERS.

              1.     UBNA: (1) has filed or shall file prior to Closing all
                     nonconsolidated and noncombined Tax Returns and all
                     consolidated or combined Tax Returns that include only UBNA
                     and not Palomine or its other Affiliates (for the purposes
                     of this Section, such tax Returns shall be considered
                     nonconsolidated and noncombined Tax Returns) required to be
                     filed through the date hereof and will have paid any Tax
                     due through the date hereof with respect to the time
                     periods covered by such nonconsolidated and noncombined Tax
                     Returns and shall timely pay any such Taxes required to be
                     paid by it after the date hereof with respect to such Tax
                     Returns and (2) shall prepare and timely file all such
                     nonconsolidated and noncombined Tax Returns required to be
                     filed after the date hereof and through the Closing Date
                     and pay all Taxes required to be paid by it with respect to
                     the periods covered by such Tax Returns; (B) all such Tax
                     Returns filed pursuant to clause (A) after the date hereof
                     shall, in each case, be prepared and filed in a manner
                     consistent in all material respects (including elections
                     and accounting methods and conventions) with such Tax
                     Return most recently filed in the relevant jurisdiction
                     prior to the date hereof, except as otherwise required by
                     law or regulation. Any such Tax Return filed or required to
                     be filed after the date hereof shall not reflect any new
                     elections or the adoption of any new accounting methods or
                     conventions or other similar items, except to the extent
                     such particular reflection or adoption is required to
                     comply with any law or regulation.

              2.     UBNA represents that prior to Closing, all consolidated or
                     combined Tax Returns (except those described in
                     subparagraph (1) above) required to be filed by any person
                     through the date hereof that are required or permitted to
                     include the income, or reflect the Activities, operations
                     and Transactions, of UBNA for any taxable period shall have
                     been timely filed, and the income, activities, operations
                     and Transactions of UBNA shall have been properly included
                     and reflected thereon. UBNA shall prepare and file, or
                     cause to be prepared and filed, all such consolidated or
                     combined Tax Returns that are required or permitted to
                     include the income, or reflect the activities, operations
                     and transactions, of UBNA, with respect to any taxable year
                     or the portion thereof ending on or prior to the Closing
                     Date, including, without limitation, UBNA consolidated


<PAGE>

                     federal income tax return for such taxable years. Prior to
                     Closing, UBNA will timely file a consolidated federal
                     income tax return for the taxable year ended December 31,
                     2006 and such return shall include and reflect the income,
                     activities, operations and transactions of UBNA for the
                     taxable period then ended, and hereby expressly covenants
                     and agrees to file a consolidated federal income tax
                     return, and to include and reflect thereon the income,
                     activities, operations and Transactions of UBNA for the
                     taxable period through the Closing Date. All Tax Returns
                     filed pursuant to this subparagraph (2) after the date
                     hereof shall, in each case, to the extent that such Tax
                     Returns specifically relate to UBNA, be prepared and filed
                     in a manner consistent in all material respects (including
                     elections and accounting methods and conventions) with the
                     Tax Return most recently filed in the relevant
                     jurisdictions prior to the date hereof, except as otherwise
                     required by law or regulation. Each of UBNA has paid or
                     will pay all Taxes that may now or hereafter be due with
                     respect to the taxable periods covered by such consolidated
                     or combined Tax Returns.

              3.     All amounts required to be withheld as of the Closing Date
                     for Taxes or otherwise have been withheld and paid when due
                     to the appropriate agency or authority.

              4.     There shall be delivered or made available to Palomine at
                     or prior to Closing true and complete copies of all income
                     Tax Returns (or with respect to consolidated or combined
                     returns, the portion thereof) and any other Tax Returns
                     requested by Palomine as may be relevant to UBNA or their
                     assets or operations for any and all periods ending after
                     June 30, 2007, or for any Tax years which are subject to
                     audit or investigation by any taxing authority or entity.

       (m)    Environmental Matters.

              1.     At all times prior to the date hereof, UBNA have complied
                     in all material respects with applicable environmental
                     laws, orders, regulations, rules and ordinances relating to
                     the Properties (as hereinafter defined), the violation of
                     which would have a material adverse effect on the business
                     or financial condition of UBNA, taken as a whole, or which
                     would require a payment by UBNA in excess of $20,000 in the
                     aggregate, and which have been duly adopted, imposed or
                     promulgated by any legislative, executive, administrative
                     or judicial body or officer of any Governmental Body.

              2.     The environmental licenses, permits and authorizations that
                     are material to the operations of UBNA, taken as a whole,
                     are in full force and effect.

8.     Notices.

       Any notice which any of the parties hereto may desire to serve upon any
       of the other parties hereto shall be in writing and shall be conclusively
       deemed to have been received by the party at its address, if mailed,
       postage prepaid, United States mail, registered, return receipt
       requested, to the following addresses:

          If to Palomine            Palomine Mining Inc.
                                    6420 West Kensington Road
                                    Oklahoma City, OK  73132
                                    Facsimile No.:  405.722.0644
                                    Attention:  Frank H. Ward

         If to UBNA:                Universal Bioenergy North America, Inc.
                                    823 South Sixth Street, Suite 100
                                    Las Vegas, NV  89101
                                    Facsimile No.:  ________________
                                    Attn: _____________________ President


<PAGE>

         If to Mortensen:           Mortensen Financial Limited
                                    #1 Mapp Street
                                    Belize City
                                    Belize
                                    Facsimile No.:  ________________
                                    Attention: Wilfred K. Alleyne, President

         If to the Shareholders:    Universal Bioenergy North America, Inc.
                                    823 South Sixth Street, Suite 100
                                    Las Vegas, NV  89101
                                    Facsimile No.:  ________________
                                    Attn:  _____________________ President

9.     SUCCESSORS.

       This Agreement shall be binding upon and inure to the benefit of the
       heirs, personal representatives and successors and assigns of the
       parties.

10.    CHOICE OF LAW.

       This Agreement shall be construed and enforced in accordance with the
       laws of the State of Nevada, and the parties submit to the exclusive
       jurisdiction of the courts of Nevada in respect of all disputes arising
       hereunder.

11.    COUNTERPARTS.

       This Agreement may be signed in one or more counterparts, all of which
       taken together shall constitute an entire agreement.

12.    CONFIDENTIAL INFORMATION.

       Each of Palomine and UBNA hereby acknowledges and agrees that all
       information disclosed to each other whether written or oral, relating to
       the other's business activities, its customer names, addresses, all
       operating plans, information relating to its existing services, new or
       envisioned products or services and the development thereof, scientific,
       engineering, or technical information relating to the others business,
       marketing or product promotional material, including brochures, product
       literature, plan sheets, and any and all reports generated to customers,
       with regard to customers, unpublished list of names, and all information
       relating to order processing, pricing, cost and quotations, and any and
       all information relating to relationships with customers, is considered
       confidential information, and is proprietary to, and is considered the
       invaluable trade secret of such party (collectively "Confidential
       Information"). Any disclosure of any Confidential Information by any
       party hereto, its employees, or representatives shall cause immediate,
       substantial, and irreparable harm and loss to the other. Each party
       understands that the other desires to keep such Confidential Information
       in the strictest confidence, and that such party's agreement to do so is
       a continuing condition of the receipt and possession of Confidential
       Information, and a material provision of this agreement, and a condition
       that shall survive the termination of this Agreement. Consequently, each
       party shall use Confidential Information for the sole purpose of
       performing its obligations as provided herein.


<PAGE>

13.    PUBLIC ANNOUNCEMENT.

       The parties shall make no public announcement concerning this agreement,
       their discussions or any other letters, memos or agreements between the
       parties relating to this agreement until such time as they agree to the
       contents of a mutually satisfactory press release which they intend to
       release on the date of execution of this Agreement. Either of the
       parties, but only after reasonable consultation with the other, may make
       disclosure if required under applicable law.

14.    ENTIRE AGREEMENT.

       This Agreement sets forth the entire agreement and understanding of the
       Parties hereto with respect to the transactions contemplated hereby, and
       supersedes all prior agreements, arrangements and understandings related
       to the subject matter hereof. No understanding, promise, inducement,
       statement of intention, representation, warranty, covenant or condition,
       written or oral, express or implied, whether by statute or otherwise, has
       been made by any Party hereto which is not embodied in this Agreement or
       the written statements, certificates, or other documents delivered
       pursuant hereto or in connection with the transactions contemplated
       hereby, and no party hereto shall be bound by or liable for any alleged
       understanding, promise, inducement, statement, representation, warranty,
       covenant or condition not so set forth.

15.    COSTS AND EXPENSES.

       Except as otherwise specifically set forth herein, each party will bear
       its own attorneys, brokers, investment bankers, agents, and finders
       employed by, such party. The parties will indemnify each other against
       any claims, costs, losses, expenses or liabilities arising from any claim
       for commissions, finder's fees or other compensation in connection with
       the transactions contemplated herein which may be asserted by any person
       based on any agreement or arrangement for payment by the other party.

16.    ATTORNEY'S FEES.

       Should any action be commenced between the parties to this Agreement
       concerning the matters set forth in this Agreement or the right and
       duties of either in relation thereto, the prevailing party in such Action
       shall be entitled, in addition to such other relief as may be granted, to
       a reasonable sum as and for its Attorney's Fees and Costs.

<PAGE>

17.    FINDERS.

       Palomine represents and warrants that there are no finders or other
       parties which have represented Palomine in connection with this
       transaction which have not been previously provided with appropriate
       compensation. In the event any such finders make a claim for any fee,
       share issuance of other compensation in connection with the transactions
       contemplated hereby, they shall be the sole responsibility of Palomine.
       UBNA represents and warrants that there are no finders or other parties
       which have represented UBNA in connection with this transaction. In the
       event any such finders make a claim for any fee, share issuance of other
       compensation in connection with the transactions contemplated hereby,
       they shall be the sole responsibility of UBNA.

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
       the date first above written.


For and on behalf of:               Palomine Mining Inc.
                                    a Nevada corporation

                                    By: /s/ Frank H. Ward
                                        ------------------------------
                                        Frank H. Ward
                                        Chief Executive Officer, President, and
                                         Treasurer


For and on behalf of:               Universal Bioenergy North America, Inc.
                                    a Nevada corporation

                                    By:
                                        ------------------------------
                                        President

For and on behalf of:               Mortensen Financial Limited,
                                    a ___________ corporation


                                    By: /s/ Wilfred K. Alleyne
                                        ------------------------------
                                        Wilfred K. Alleyne
                                        President


<PAGE>

For and on behalf of the Shareholders:

                                   WWF INTERNATIONAL LTD.
                                   a ____________ corporation



                                   By: /s/
                                       ------------------------------

                                   FORESTER CAPITAL, INC.
                                   a ____________ corporation


                                   By: /s/
                                       ------------------------------

                                   LYON GLOBAL INVESTMENT, LLC
                                   a ____________ corporation


                                   By: /s/
                                       ------------------------------

                                   MORRISON HOLDINGS, LLC
                                   a ____________ corporation


                                   By: /s/
                                       ------------------------------

                                   LAKEWOOD MANAGEMENT, INC.
                                   a ____________ corporation


                                   By: /s/
                                       ------------------------------

                                   KAIFENG, LTD
                                   a ____________ corporation


                                   By: /s/
                                       ------------------------------

                                   LEMMA II, LLC
                                   a ____________ corporation


                                   By: /s/
                                       ------------------------------

<PAGE>


                                   By: /s/
                                       ------------------------------

                                   LEMMA II, LLC
                                   a ____________ corporation


                                   By: /s/
                                       ------------------------------

                                   L & S CAPITAL MANAGEMENT, LLC
                                   a ____________ corporation


                                   By: /s/
                                       ------------------------------

                                   CENTAUR PARTNERS, INC.
                                   a ____________ corporation


                                   By: /s/ Yirlania Riuas Marin
                                       ------------------------------

                                   SUNRISE FINANCIAL, LLC
                                   a ____________ corporation


                                   By: /s/
                                       ------------------------------


<PAGE>
<TABLE>
<S>            <C>

Schedule 1(a)

                                        Schedule 1(a)

                                      Number                              Palomine Stock
         Name                       of Shares    Percent of Ownership     to be received
         ----                       ---------    --------------------     --------------

  1.  WWF International, Ltd.         500               10%                   200,000

  2.  Forester Capital, Inc.          500               10%                   200,000

  3.  Lyon Global Investment, LLC     500               10%                   200,000

  4.  Morrison Holdings, LLC          500               10%                   200,000

  5.  Lakewood Management, Inc.       500               10%                   200,000

  6.  Kaifeng, Ltd.                   500               10%                   200,000

  7.  Lemma II, LLC                   500               10%                   200,000

  8.  L&S Capital Management, LLC     500               10%                   200,000

  9.  Centaur Partners, Inc.          500               10%                   200,000

  10.  Sunrise Financial, LLC         500               10%                   200,000


</TABLE>