renewablefuelcorpf10ex10-01.htm


    
      

      

    

    Exhibit 10.1

    


    MEMORANDUM OF
UNDERSTANDING

    


    


    BETWEEN

    


    
      	
              [1]

            	
              RENEWAL FUEL CORP
      (Company No. E0635182007-8), a limited liability company incorporated in
      the State of California, United States of America with its registered
      address at 4625, West Nevso Dr. STE 2, Las Vegas 89103, United States of
      America (“RFC”) of the first party;

            


    

    


    
      
        	
                AND

              


      

    

    


    
      	
              [2]

            	
              SOLIGRESS SDN BHD
      (Company No. 666416-D), a limited liability company incorporated in
      Malaysia with its registered office at No. 2-2, Jalan SS6/6, Kelana Jaya,
      47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia (“SSB”) of the third
      part.

            


    

    


    
      
        	
                (collectively,
      “Parties” and individually,
“Party”)

              


      

    

    


    
      
        	
                WHEREFORE THE PARTIES
      HEREBY SET FORTH THEIR
AGREEMENT:

              


      

    

    


    
      	
              1.

            	
              Purchase by
      SSB

            


    

    


    
      	
              1.1

            	
              Subject
      to the terms in this Memorandum, SSB shall purchase 8,750,000 common stock
      of RFC (the “Purchased Shares).

            


    

    


    
      	
              1.2

            	
              The
      Parties agree that upon completion of the purchase, SSB and WILLIAM H. VAN
      VLIET III (USA DL NO. V514-928-65-323-0) (“BILL”) shall hold the entire
      issued stock in RFC in the following proportion (the Shareholding
      Proportion”):

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      BILL

                                    	 	12.5	%
	
                                      SSB

                                    	 	87.5	%
	
                                      Total

                                    	 	100.0	%


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      	
              1.3

            	
              The
      Parties agree that no additional stock can be issued without mutual
      consent.

            


    

    


    
      	
              2.

            	
              Purchase
      Price

            


    

    


    
      	
               
      

            	
              SSB
      shall pay the sum of $650,000-00 to RFC as the price for the Subscription
      Shares (the “Purchase Price”) in accordance with Clause 3
      below.

            


    

    


    
      	
              3.

            	
              Completion
      Date

            


    

    


    
      	
               
      

            	
              Within
      10 days from the signing of this Memorandum, SSB shall pay the Purchase
      Price to RFC the “Completion
Date”).

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              4.

            	
              Utilization of Purchase
      Price

            


    

    


    
      	
               
      

            	
              The
      Parties agree that the Purchase Price shall be utilized for the following
      purposes:

            


    

     

    
      
        
          
            
              
                	      
                                    
      Purpose

                      	 	 	      
                        Amount 

                      	 
	 	 	 	 	 
	
                        Amount
      to be used as

                      	 	$	500,000.00	 
	
                        Collateral
      to establish lines of

                      	 	 	 	 
	
                        Credit
      for US banks

                      	 	 	 	 
	 
      	 	 	 	 
	
                        Amount
      for start-up expenses

                      	 	$	150,000.00	 
	
                        Total:

                      	 	$	650,000.00	 


              

            

          

        

      

    

    


    
      	
              5.

            	
              Bank Account & Cheque
      Signatories

            


    

    


    
      	
              5.1

            	
              Unless
      otherwise agreed by the Parties in writing, the Parties agree that RFC
      shall maintain one bank account for the time
  being.

            


    

    


    
      	
              5.2

            	
              There
      will be 2 cheque signatories for any amount above USD5,000-00 with one
      cheque signatory to be CHO NAM SANG and the other cheque signatory to be
      WILLIAM H. VAN VLIET III.  For any amount of USD5,000-00 and
      below, WILLIAM H. VAN VLIET III may be the sole cheque
      signatory

            


    

    


    In
witness whereof the authorized signatories of the Parties have executed this
Memorandum of Understanding the day and year abovewritten.

    


    


    RENEWABLE
FUEL CORP

    


    


    
      
        
          
            
              
                	 
      	 
      	 
      
	 
      	 
      	 
      
	
                        Name

                      	
                        :
      WILLIAM H. VAN VLIET III

                      	 
      
	
                        Designation

                      	
                        :
      Chief Executive Officer

                      	 
      
	
                        Date

                      	
                        :
      17 September 2007

                      	 
      
	 
      	 
      	 
      
	
                        SOLIGRESS
      SDN BHD

                      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                        Name

                      	
                        :
      NG HUAT CHAI

                      	 
      
	
                        Designation

                      	
                        :
      Director

                      	 
      
	
                        Date

                      	
                        :
      17/9/07