DISTRIBUTION AND ACQUISITION AGREEMENT

This  Agreement  ("Agreement")  is made effective as of February 21, 2007 by and
between  U.S.  Sustainable  Energy  Corporation,  a Nevada Corporation ("USSE"),
having its principal office at 110 L.E. Barry Road, Natchez, MS 39120 and United
Ethanol  Group, Inc., a Nevada Corporation, with its principal office located at
216  N  Commercial  Ave,  Eagle  Grove,  IA  50533  ("ONYI").

                                    RECITALS

     WHEREAS,  USSE  is  the  owner  of  a  unique process to break down biomass
feedstock  (soy  and/or  corn)  for manufacturing  and producing liquid biofuel,
carbon  ash  and  biogas  (the  "Process");  and

     WHEREAS,  ONYI desires to obtain exclusive use of fuels produced by USSE in
the  Process  in  transportation  ("Fuels")

     WHEREAS,  ONYI has the expertise and experience to utilize the Fuels in the
automotive  and  other  transportation  industry;  and

     WHEREAS,  USSE  has  agreed  to initially grant ONYI the exclusive right to
distribute  the  Fuels  in  the  Territory  in accordance with the terms of this
Agreement;  and

     WHEREAS,  The  respective  Boards  of  Directors  of  USSE and ONYI deem it
advisable  and  in  the  best interests of their corporations and the respective
shareholders of their corporations that ONYI eventually acquire 100% of USSE, in
accordance  with  the  terms and conditions of a reorganization transaction; and

     WHEREAS,  USSE  and  ONYI desire that upon execution of this Agreement USSE
and  ONYI  shall  work  together  to  reach  completion  of  certain  conditions
precedent,  immediately  subsequent  to  which  USSE  and  ONYI shall complete a
merger, stock exchange or other reorganization transaction pursuant to which the
business  of  USSE shall become the business of ONYI.  Such conditions precedent
shall  include,  without limitation, that USSE shall have prepared and delivered
to  ONYI  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  (the  "USSE  Financial  Statements").

     NOW, THEREFORE, in consideration of the promises and representations of the
parties  hereto  and  other  good  and  valuable  consideration, the receipt and
sufficiency  of which is hereby acknowledged, the parties hereto hereby agree as
follows:

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                               1.     DEFINITIONS

     Unless  the context requires otherwise, whenever used in this Agreement the
following  terms  and  expressions  shall  have  the  following  meaning:

"AGREEMENT"  means  this  agreement  including  the  Exhibits,  Addendums  and
Schedules,  as  they  may  be  amended  from  time  to  time.

"BUSINESS  DAY"  means  any  day except a Saturday, Sunday or other day on which
commercial  banks  in  the city of Natchez, Mississippi are authorized by law to
close.

 "CONFIDENTIAL  INFORMATION"  includes all information, whether written or oral,
in whatever form disclosed, concerning any technologies, products, developments,
business  methods,  business plans, marketing, investment, management, financial
and other business affairs in connection with all matters relating to or arising
out  of  this  Agreement.

"TERRITORY"  means  worldwide

                 2.      GRANT OF EXCLUSIVE DISTRIBUTION RIGHTS

2.1     USSE hereby grants to ONYI an exclusive right to distribute to customers
in  the  transportation  industry in the Territory the Fuels produced by USSE by
the  Process, as permitted by this Agreement subject to the terms and conditions
hereof.  ONYI  shall  acquire  the  Fuels from USSE at pricing based upon market
conditions  and  as  mutually  agreed  upon  between  the  parties.

2.2     ONYI  acknowledges  that the Process and any other intellectual property
utilized  by  USSE  are the sole and exclusive property of USSE, subject only to
the  distribution  rights  hereby  granted.

             3.     DUTIES OF ONYI IN CONNECTION WITH THIS AGREEMENT
3.1     ONYI  shall  be  solely  responsible  for  the  organization, operation,
marketing  and  management  of  its  business,  and shall be responsible for the
development  of  its own ongoing method of business operation, including but not
limited  to  the following: selection and establishment of business sites; sales
techniques; marketing plan/system and advertising practices; employee selection,
hiring  and  training; personnel policies and practices; hours of operation; and
all  other  such  ongoing  concerns  in  the  course  of ONYI's routine business
operation  and  management.
3.2     The  Parties  acknowledge  and  agree  that  prior  to completion of the
reorganization  transaction  set forth below, no partnership or joint venture is

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created  by  this  Agreement and that ONYI may not, without prior approval, hold
itself  out  as  an  agent  or  representative  of  USSE,  and may not incur any
liability  or  create  any  obligation  whatsoever  for  USSE.

3.3     At  all  times  ONYI  shall  conduct its business in accordance with all
material  applicable  federal, state and local laws, regulations and ordinances.
ONYI  shall not, either during or after the Term of this Agreement, do anything,
or aid or assist any other party to do anything, which would materially infringe
on,  harm,  impair, or contest the rights granted herein to ONYI with respect to
the  ONYI  Rights.

3.4     No  later  than  five  days  after the execution of this Agreement, ONYI
agrees  to take all action necessary to provide for the addition of seats on its
board  of  directors  so  that  the number of directors shall be three in total.
During  the  Term, USSE shall have the right, but not the obligation, to appoint
up  to  two  persons  of  its  choice  to ONYI's board of directors.  ONYI shall
appoint  John  Rivera  as  its  Chief  Executive  Officer.

                         4.  TERM OF DISTRIBUTION RIGHTS

4.1       Unless terminated in accordance with the terms of this Agreement, this
Agreement  shall  be effective as of the date of execution of this Agreement and
shall  remain  in  effect  until  the  earlier  of (i) December 31, 2012 or (ii)
Closing  on  the  Reorganization  (defined  below) (in either case, the "Term").

                5.     PRICE AND PAYMENT FOR DISTRIBUTION RIGHTS

5.1     ONYI  shall  tender to USSE a total distribution fee which shall be only
for  the  exclusive  distribution  rights  granted  hereunder  (the  "Fee")  of
900,000,000  shares of ONYI's common stock (the "ONYI Shares").  The ONYI Shares
represent  approximately  ninety  percent  (90%)  of  ONYI's  total  issued  and
outstanding common stock on a fully diluted basis.  USSE acknowledges that as of
the  date  of  this  Agreement, ONYI has a total of 120,000,000 shares of common
stock  authorized  of  which 66,088,103 are issued and outstanding.  Immediately
upon  execution  of  this  Agreement,  ONYI  shall  issue and deliver a total of
20,000,000  shares  of  common  stock to USSE.  ONYI shall also immediately take
whatever  corporate  action  or  actions are required to increase its authorized
common stock to 2,000,000,000 shares.  Immediately upon the effectiveness of the
increase  in  authorized  shares,  ONYI  shall  issue  and  deliver  to  USSE an
additional  880,000,000  shares.  Any  and  all  Common  Stock  shall constitute
"restricted  securities"  as  such  term  is  defined in Securities and Exchange
Commission  Rule  144  and  shall  bear  a  restrictive  transfer legend on each
certificate  issued  in connection with this Agreement, and shall not be subject
to  any  securities  registration  rights  except as more fully set forth below.
ONYI  shall  at  its  sole  cost  and  expense  include such shares in the first

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registration  statement  pertaining  to ONYI's securities filed by the ONYI with
the United States Securities and Exchange Commission.  The Common Stock shall be
issued  to  USSE by ONYI within thirty (30) days following the effective date of
this  Agreement.

                         6.  REORGANIZATION TRANSACTION

6.1     Upon satisfaction of the conditions set forth below, ONYI and USSE shall
ni  good  faith  endeavor  to  complete  a  stock  purchase,  merger  or  other
reorganization  transaction  pursuant  to  which  ONYI shall acquire 100% of the
issued  and outstanding common stock of USSE in consideration for the ONYI Stock
(the  "Reorganization  Date").  These  conditions  include  the  following:

     (i)     Completion  and  delivery to the reasonable satisfaction of ONYI of
the  USSE  Financial  Statements  (the  "Audit  Requirement");

     (ii)     USSE  shall  have  installed  and have active four reactors in its
facility  for  the  production  of  biofuels.

     (iii)     Completion  and  effectiveness  of  any Registration Statement on
Form  S-4  or other appropriate form as required by the rules and regulations of
the  United  States  Securities and Exchange Commission (as more fully discussed
below);  and

     (iv)     The  representations  and warranties of USSE and ONYI contained in
this  Agreement  remaining  accurate  in  all  material  aspects.

6.2     On  the  Reorganization  Date,  ONYI and USSE shall enter into a plan of
reorganization  of  pursuant  to  the  provisions of Section 368(a)(1)(B) of the
Internal  Revenue  Code  of  1986.

6.3     Upon  completion of the closing of the Reorganization Transaction on the
Reorganization  Date,  ONYI  shall  have  a  total of no more than 1,000,000,000
shares  of  common  stock  issued  and  outstanding.

6.4     As  part of the consideration payable and transferred in connection with
the  Reorganization  Transaction,  USSE  shall  deliver  to  ONYI  a  total  of
100,000,000  shares  of  Sustainable  Power  Corp.,  a  Nevada  corporation.

                          7.     REGISTRATION OF SHARES

7.1     Immediately  upon  completion  of  the  Audit  Requirement,  ONYI  shall
prepare,  and,  as  soon  as  practicable,  file  with  the SEC the Registration
Statement  on  Form  S-4  covering the resale of all of the ONYI Shares.  In the
event  that Form S-4 is unavailable for such a registration, ONYI shall use such
other  form  as is available for such a registration on another appropriate form
reasonably  acceptable  to  USSE.  ONYI  shall  use its best efforts to have the

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Registration  Statement  declared  effective  by the SEC as soon as practicable.

7.2.     At such time as ONYI is obligated to file a Registration Statement with
the  SEC  pursuant  hereto,  ONYI  will  use  its  best  efforts  to  effect the
registration  of  the  ONYI  Shares  in  accordance  with the intended method of
disposition  thereof and, pursuant thereto, the Company shall have the following
obligations:

(i).     ONYI  shall keep each Registration Statement effective pursuant to Rule
415 at all times until the date as of which the Shareholders may sell all of the
ONYI  Shares covered by such Registration Statement without restriction pursuant
to  Rule 144(k) (or any successor thereto) promulgated under the 1933 Act.  ONYI
shall  ensure  that  each  Registration  Statement  (including any amendments or
supplements  thereto  and  prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be  stated  therein, or necessary to make the statements therein (in the case of
prospectuses,  in  the  light  of the circumstances in which they were made) not
misleading.

7.3.     ONYI  shall  prepare  and  file with the SEC such amendments (including
post-effective  amendments)  and supplements to a Registration Statement and the
prospectus used in connection with such Registration Statement, which prospectus
is  to  be  filed pursuant to Rule 424 promulgated under the 1933 Act, as may be
necessary  to  keep  such  Registration  Statement  effective.  In  the  case of
amendments  and supplements to a Registration Statement which are required to be
filed  pursuant  to  this  Agreement by reason of the Company filing a report on
Form  10-Q,  Form 10-K or any analogous report under the Securities Exchange Act
of  1934,  as amended (the "1934 Act"), ONYI shall have incorporated such report
by reference into such Registration Statement, if applicable, or shall file such
amendments  or  supplements  with  the SEC on the same day on which the 1934 Act
report  is  filed  which created the requirement for ONYI to amend or supplement
such  Registration  Statement.

7.4.     ONYI  shall use its best efforts to (i) register and qualify, unless an
exemption  from  registration  and  qualification  applies,  the  resale  by
shareholders  of  the ONYI Shares covered by a Registration Statement under such
other  securities  or  "blue  sky"  laws  of all applicable jurisdictions in the
United  States,  (ii)  prepare  and file in those jurisdictions, such amendments
(including  post-effective amendments) and supplements to such registrations and
qualifications  as may be necessary to maintain the effectiveness thereof, (iii)
take  such  other actions as may be necessary to maintain such registrations and
qualifications  in  effect, and (iv) take all other actions reasonably necessary
or  advisable  to  qualify  the  ONYI  Shares  for  sale  in such jurisdictions;
provided, however, that ONYI shall not be required in connection therewith or as

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a  condition  thereto to (x) qualify to do business in any jurisdiction where it
would  not  otherwise  be  required  to  qualify,  (y) subject itself to general
taxation  in  any such jurisdiction, or (z) file a general consent to service of
process  in  any  such  jurisdiction.

7.5.     ONYI shall use its best efforts to cause all of the ONYI Shares covered
by  a  Registration Statement to be listed or quoted on each securities exchange
or securities association on which securities of the same class or series issued
by  ONYI  are  then  listed,  if any, if the listing of such ONYI Shares is then
permitted  under  the  rules of such exchange or association.  The Company shall
pay  all  fees  and  expenses  in  connection  with  satisfying this obligation.

7.6.     All  reasonable  expenses,  other  than  underwriting  discounts  and
commissions,  incurred  in  connection  with  registrations,  filings  or
qualifications pursuant hereto, including, without limitation, all registration,
listing  and  qualifications  fees,  printers  and accounting fees, and fees and
disbursements  of  counsel  for  ONYI  shall  be  paid  by  ONYI.

                             8.     CONFIDENTIALITY

8.1      Neither USSE or ONYI shall  use or divulge or communicate to any person
(other than those whose province it is to know the same or as permitted or
contemplated by this Agreement or with the written approval of the other party
or as may be required by law):

                          (i) any Confidential Information; or

                          (ii) any of the terms of this Agreement

8.2     USSE  and  ONYI shall prevent the unauthorized publication or disclosure
of  any  such  information, materials or documents and ensure that any person to
whom  the  information,  materials  or documents are disclosed is aware that the
same  is  confidential  and  is  covered  by  a  similar  duty  to  maintain
confidentiality.  USSE  and  ONYI  shall  each employ its best efforts to ensure
that its directors, shareholders, employees, consultants, agents or advisors are
aware  of  and  comply  with  the  confidentiality and non-disclosure provisions
contained  in  this  Section.

                            9.     LEGAL RELATIONSHIP

     9.1     Until  such  time  as  the  reorganization  is  completed  on  the
Reorganization  Date,  nothing herein shall contain any facts as to suggest that
USSE  and  ONYI  are  engaging in a joint venture or partnership.  Neither party
shall  have any authority to bind the other to any legal obligation.  ONYI shall
only  contract  with  Customers  on  its  own  behalf.

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                   10.  REPRESENTATIONS AND WARRANTIES OF USSE

USSE  represents  and  warrants  to  ONYI  as  follows:

10.1     USSE  shall not, during the Term of this Agreement, do anything, or aid
or  assist any other party to do anything which would infringe on, harm, impair,
or  contest  the  distribution  rights  granted  herein except in the event of a
breach  of  this  Agreement  by  ONYI.

10.2     USSE  acknowledges  the shares of common stock to be issued by ONYI and
delivered  to  USSE  pursuant  hereto will not initially be registered under the
Securities  Act of 1933, as amended, or any states' securities laws.  The shares
are  issued  under  applicable  exemptions  from  the  securities  registration
requirements  of  such  statutes.  The exemptions being claimed include, but are
not necessarily limited to, those available under Section 4(2) of the Securities
Act;  and,  the  reliance  by  the  ONYI upon the exemptions from the securities
registration requirements of the federal and state securities laws is predicated
in  part  on the representations, understandings and covenants set forth in this
Agreement.

10.3     USSE is a Company duly organized and validly existing under the laws of
the State of Nevada.   USSE has full power and authority to conduct its business
as  presently  being  conducted.

10.4     Except  as  set  forth  in  Schedule  10.4, the execution, delivery and
performance  of this Agreement by USSE, and the consummation of the transactions
contemplated  hereby, will not with or without the giving of notice of the lapse
of  time  or  both,

(i)     violate  any  material  provision of law, statute, rule or regulation to
which  USSE  is  subject,

(ii)     violate any judgment, order, writ or decree to which USSE is a party or
by  which  it  is  or  may  be  bound;  or
(iii)      to  the  knowledge  of  USSE,  result  in  any  material breach of or
conflict  with  any  term, covenant, condition or provision of, or result in the
modification  or  termination of, or constitute a default under or result in the
creation  or  imposition  of  any lien, security interest, charge or encumbrance
upon  any  of  the  assets  or  business of USSE, under the corporate charter or
by-laws  or  any other agreement, understanding or instrument to which USSE is a
party  or  by  which  it  is  or  may  be  bound  or  affected.

10.5     Except  as  set  forth in Schedule 10.5, all necessary corporate action
has  been  taken by USSE to authorize the execution, delivery and performance of
this  Agreement.  This  Agreement has been duly and validly authorized, executed
and  delivered  by USSE and constitutes the valid and binding obligation of USSE

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enforceable against it in accordance with its terms, except as enforceability is
limited by (1) any applicable bankruptcy, insolvency, reorganization, moratorium
or  similar  law affecting creditors' rights generally or (2) general principles
of  equity,  whether  considered  in  a  proceeding  in  equity  or  at  law.

10.6     Except  as  set  forth  in  Schedule  10.6,  all necessary consents and
approval  required  for  completion  of  the  transactions  contemplated by this
Agreement  have  been  obtained  or  will  be  obtained.  Except as set forth in
Schedule  10.6,  no  consent  of  any court, governmental agency or other public
authority  is  required  as a condition to the enforceability of this Agreement.

10.7     USSE  has  conducted  its  business  in  compliance  with  all material
federal,  state  and  local  laws,  regulations  and  ordinances.

10.8     No employee, director, officer or stockholder (or any current or former
family  member  thereof)  of USSE, either individually or in any other capacity,
has  a  claim  of any kind against the Process or the Intellectual Property, and
USSE  has  no obligation with respect to such person or entity, except the right
to  current  salary  or  wages,  accrued vacation pay, and reimbursable expenses
arising  in  the  ordinary  course  of  business.

                   11.  REPRESENTATIONS AND WARRANTIES OF ONYI
ONYI  represents  and  warrants  to  USSE  as  follows:

     11.1     ONYI  is  a  Company  duly organized, validly existing and in good
standing under the laws of the State of Nevada and is qualified or licensed as a
foreign  corporation in any other jurisdiction where said licensing is required.
ONYI  has  the  full  power and authority to conduct the business in which it is
engaged  and  will  be  engaged  upon completion of the transaction contemplated
herein.  Except  as set forth in ONYI's filings with the Securities and Exchange
Commission,  ONYI does not have any subsidiary or equity interest in any entity.
Accurate,  current  and complete copies of the Articles of Incorporation Company
and  Bylaws  of  ONYI  will  be  provided  to  Transferor  prior  to  Closing.

     11.2     The  authorized  capital  stock  of  ONYI consists of  120,000,000
shares  of  Common  Stock,  of  which  66,088,103  are  issued  and  outstanding
(excluding  any shares of Common Stock to be issued pursuant to this Agreement).
Immediately  upon execution of this Agreement, ONYI shall take what corporate or
shareholder  action  is required to increase the authorized Common Stock of ONYI
to 2,000,000,0000 shares.  Prior to Closing, ONYI shall not issue any additional
shares  of common stock (other than the shares issuable herein).  All the issued
and  outstanding  shares  of  capital stock of ONYI are duly authorized, validly
issued,  fully  paid  and  non-assessable.  Upon the issuance of all of the ONYI
Shares  pursuant  to this Agreement, the ONYI Shares to be issued to USSE shall,

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on  a  fully  diluted  basis, constitute not less than 90% of all the issued and
outstanding  Common  Stock.  Upon issuance of the ONYI Shares to USSE, legal and
beneficial  ownership  of  the ONYI Shares shall be transferred to USSE free and
clear  of  all encumbrances, except those required by Rule 144 of the Securities
Act,  and  all of the ONYI Shares to be issued shall be duly authorized, validly
issued,  fully  paid  and  non-assessable.  There  are  no  outstanding  bonds,
debentures,  notes  or  other  indebtedness  or  other  securities  of  ONYI (or
convertible  into,  or  exchangeable  for,  any  such  securities)  There are no
outstanding  securities,  options,  warrants,  calls,  rights,  commitments,
agreements, arrangements or undertakings of any kind to which ONYI is a party or
by  which  it is bound obligating ONYI to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock or other equity or
voting  securities  of  ONYI or obligating ONYI to issue, grant, extend or enter
into  any  such  security,  option, warrant, call, right, commitment, agreement,
arrangement  or  undertaking.  There are no outstanding contractual obligations,
commitments,  understandings  or  arrangements  of ONYI to repurchase, redeem or
otherwise  acquire or make any payment in respect of any shares of capital stock
of  ONYI.

     11.3     The  execution  and  delivery  of  this  Agreement by ONYI and the
performance  of  all  ONYI's obligations hereunder have been duly authorized and
approved  by  all  requisite  corporate  action  on the part of ONYI pursuant to
applicable  law.  ONYI  has  the power and authority to execute and deliver this
Agreement  and to perform all its obligations hereunder.  This Agreement and any
other  documents,  instruments  and  agreements  executed  by ONYI in connection
herewith  constitute  the  valid  and  legally  binding  agreements  of  ONYI,
enforceable  against  ONYI  in  accordance  with  their  terms,  except that (i)
enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium or similar laws of general application affecting the
enforcement  of  the rights and remedies of creditors; and (ii) the availability
of  equitable  remedies  may  be  limited  by  equitable  principles.

     11.4     Neither  the execution, delivery nor performance of this Agreement
or any other documents, instruments or agreements executed by ONYI in connection
herewith,  nor  the  consummation  of  the transactions contemplated hereby: (i)
constitutes  a violation of or default under (either immediately, upon notice or
upon  lapse  of  time)  the  Articles  of  Incorporation  or Bylaws of ONYI, any
provision  of  any contract to which ONYI may be bound, any judgment or any law;
or  (ii)  will  or could result in the creation or imposition of any encumbrance
upon,  or  give to any third person any interest in or right to, the ONYI Shares
or any other capital stock of ONYI; or (iii) will or could result in the loss or
adverse  modification  of, or the imposition of any fine or penalty with respect
to,  any license, permit or franchise granted or issued to, or otherwise held by
or  for  the use of, ONYI; or (iv) violate any applicable law or order currently
in  effect  to  which  ONYI  is  subject.

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     11.5     Schedule 11.5 sets forth the audited financial statements of ONYI,
including  balance  sheets,  statements  of operations, statements of changes in
shareholders'  equity  and  statements  of  cash flows for the fiscal year ended
December  31,  2006.    Schedule  F sets forth the unaudited balance sheet as of
the  date  January  31, 2007.   All of such financial statements are hereinafter
referred  to  as the "Financial Statements."  The Financial Statements are true,
correct  and  complete,  were  prepared  in  accordance  with generally accepted
accounting principles consistently applied throughout the periods indicated, and
accurately  reflect  ONYI's  financial  condition  and  the  results  of  ONYI's
operations for the periods and as of the dates which they purport to cover.  The
Financial  Statements fully comply with the rules and requirements of the United
States Securities and Exchange Commission, including without limitation Item 301
of  Regulation  S-B  promulgated  under  the Securities Exchange Act of 1934, as
amended,  and  may  be  utilized in any periodic report or other filing with the
United  States  Securities  Exchange  Commission.  Management  of ONYI has fully
complied  with  any and all Sarbanes-Oxley requirements in connection with these
financial  statements.  ONYI  has  provided to USSE documentation indicating the
forgiveness of indebtedness or satisfaction of any and all shareholder loans and
the  forgiveness  of  any  and all accrued salary for ONYI.   There are no other
outstanding  loans,  accrued  salaries  or  payables  except for sums due ONYI's
transfer  agent  totaling  approximately  $1,000  and  attorney  fees  totaling
approximately  $8,500.

     11.6     Except  as  specifically  set forth in Schedule 11.6 hereto, since
the  date  of  the  Financial  Statements,  ONYI  has  not:

     (i).     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  ONYI, or made any disposition of any of its
material  properties  or  assets  other than in the ordinary course of business;

     (ii)     made  any  change or amendment in its certificate of incorporation
or  by-laws,  or  other  governing  instruments;

     (iii)     other than the ONYI Shares issuable hereunder, 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;

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     (iv)     organized  any new Subsidiary or acquired any Equity Securities of
any  Person  or  any  equity  or  ownership  interest  in  any  business;

     (v)     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;

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

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

     (viii)     cancelled  any  material  debts or waived any material claims or
rights,  except  in  the  ordinary  course  of  business;

     (ix)     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;

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

     (xi)     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;

     (xii)     made  any capital expenditures or additions to property, plant or
equipment  or  acquired  any  other  property  or  assets;

     (xiii)     written  off or been required to write off any notes or accounts
receivable;

     (xiv)     written  down  or  been  required  to  write  down any inventory;

     (xv)     entered  into  any  collective  bargaining  or  union  contract or
agreement;  or

     (xvi)     incurred  any  liability.

     11.7     ONYI  is  not  a  party  to  any,

     (i)     contract  or agreement involving any liability on the part of ONYI.

     (ii)     Lease  of  personal  property;

     (iii)     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  ONYI

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     (iv)     Commitment,  contract  or  agreement that is currently expected by
the  management  of  ONYI  to  result  in  any  material loss upon completion or
performance  thereof;

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

     (vi)     Employment  agreement  or  other  similar  agreement.

     11.8     John Rivera and Taylor F. Moffitt are the only directors, and John
Rivera,  Taylor  F. Moffitt and Christopher M. McGovern are the only officers of
ONYI.

     11.9     ONYI  is  not  a  party  to:  (i)  any  profit  sharing,  pension,
retirement,  deferred  compensation,  bonus,  stock  option,  stock  purchase,
retainer,  consulting,  health,  welfare or incentive plan or agreement or other
employee  benefit  plan,  whether  legally  binding  or  not;  or  (ii) any plan
providing for "fringe benefits" to its employees, including, but not limited to,
vacation,  disability,  sick leave, hospitalization and life insurance and other
insurance  plans,  or  related  benefits. No person or party (including, but not
limited  to,  governmental  agencies of any kind) has any claim or basis for any
action  or  proceeding  against  ONYI  arising  out of any statute, ordinance or
regulation  relating  to discrimination in employment or to employment practices
or  occupational  safety  and  health  standards.

     11.10     ONYI  has  not  generated  any  hazardous  wastes  or  engaged in
activities  which are or could be interpreted to be potential violations of laws
or  judicial  decrees  in  any  manner  regulating the generation or disposal of
hazardous  waste.  There  are  no  on-site  or off-site locations where ONYI has
stored,  disposed  or  arranged  for  the  disposal  of  chemicals,  pollutants,
contaminants,  wastes,  or  toxic  substances.  There are no underground storage
tanks  located  on  property  owned  or  leased  by  ONYI.

     11.11     ONYI's  books and records are and have been properly prepared and
maintained  in  form  and  substance  adequate  for  preparing audited financial
statements  in  accordance  with  generally  accepted accounting principles, and
fairly  and  accurately  reflect all of ONYI's assets, obligations and accruals,
and all transactions (normally reflected in books and records in accordance with
generally  accepted accounting principles) to which ONYI is or was a party or by
which  ONYI  or  any  of  its  assets  are  or  were  affected.

     11.12      All  tax  returns  and all  taxes due, owing and payable by ONYI
have  been  filed  and  fully  paid.  No  claim for any tax due from or assessed
against  ONYI is being contested by ONYI.  None of ONYI's tax returns or reports
has  been  audited  by  the  Internal  Revenue Service or any state or local tax
authority,  and  ONYI  has  not  received  any  notice  of  deficiency  or other

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<PAGE>

adjustment  from  the  Internal  Revenue  Service  or  any  state  or  local tax
authority.  There  are no agreements, waivers or other arrangements providing an
extension  of  time  with respect to the assessment of any tax against ONYI, nor
are  there  any tax proceedings now pending or threatened against ONYI.  ONYI is
not  aware  of any facts that exists or has existed, nor has any event occurred,
which  would  constitute  grounds  for the assessment of any further tax against
ONYI.

     11.13     ONYI  is  not  a party to, the subject of, or threatened with any
litigation  nor,  to  the  best  of ONYI's knowledge, is there any basis for any
litigation.  ONYI  is  not  contemplating  the  institution  of  any litigation.

     11.14     No  claim of breach of contract, tort, product liability or other
claim,  contingent  or  otherwise,  has been asserted or threatened against ONYI
nor,  to  the  best  of  ONYI's  knowledge,  is capable of being asserted by any
employee,  creditor,  claimant  or other person against ONYI.  No state of facts
exists  or has existed, nor has any event occurred, which could give rise to the
assertion  of  any  such  claim  by  any  person.

     11.15     The execution, delivery and performance by ONYI of this Agreement
and  the  consummation  by  ONYI  of the transactions contemplated hereby do not
require  any  consent  that  has  not  been  received  prior to the date hereof.

     11.16     There  are  no  outstanding judgments against ONYI.  There are no
health  or  safety  problems  involving  or  affecting  ONYI.  There are no open
workers  compensation  claims  against  ONYI,  or  any other obligation, fact or
circumstance  which  would give rise to any right of indemnification on the part
of  any  current  or former shareholder, director, officer, employee or agent of
ONYI,  or  any  heir  or  personal  representative  thereof, against ONYI or any
successor  to  the  businesses  of  ONYI.

     11.17     ONYI as well as its officers and directors have filed any and all
required  forms  and  reports  with  the Securities and Exchange Commission (the
"Commission").  All  of  the  filings  made with the Commission are complete and
accurate,  and  do  not omit any information required to make the statements and
information  provided,  non-misleading,  accurate  and  meaningful.  None of the
reports  filed  with  the  Commission contain any untrue statement of a material
fact or omit any material fact.   ONYI has not received any inquiries or trading
suspensions  from  the  SEC  or the NASD.  ONYI's common stock is trading on the
over-the-counter  bulletin  board  under  the  symbol  "ONYI.OB".

     11.18     All  the representations and warranties made by ONYI herein or in
any  Schedule,  and  all  of  the  statements,  documents  or  other information
pertaining  to  the  transaction  contemplated herein made or given by ONYI, its
agents  or  representatives,  are  complete  and  accurate,  and do not omit any

                                       13
<PAGE>

information  required  to make the statements and information provided, in light
of the transaction contemplated herein, non-misleading, accurate and meaningful.

     11.19     The operations of ONYI 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 ONYI.  ONYI has not
received  any  notification  of  any  asserted  present or past failure by it to
comply  with  any  such  applicable  laws or regulations.  ONYI 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.

     11.20     No  broker,  finder  or  investment  advisor  acted  directly  or
indirectly  as  such  for  ONYI  in  connection with this Agreement or the other
transaction  documents  relating to the transactions contemplated hereby, and no
broker,  finder,  investment  advisor  or other Person is entitled to any fee or
other  commission, or other remuneration, in respect thereof based in any way on
any  action,  agreement,  arrangement  or  understanding  taken or made by or on
behalf  of  ONYI.

     11.21     ONYI has filed all periodic reports required to be filed with the
Securities  and Exchange Commission ("SEC") under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), each of which, as amended, complied as to
form  in  all material respects with the applicable requirements of the Exchange
Act  and  the  rules  and regulations promulgated thereunder, and no such filing
contained  any material fact which was false or misleading or omitted to include
any  material  fact  the  omission  of which would make the disclosure false and
misleading.

                               12.  MISCELLANEOUS

12.1          ONYI  and  USSE  each  shall  conduct  its  business  in  material
compliance  of  all  applicable  laws,  ordinances,  regulations  and  other
requirements  of  any  federal, state, county, municipal or other government and
will  obtain  all  necessary  permits, licenses or other consents for the lawful
operation  of  its  business, the failure of which would have a material adverse
impact  on  the  business  of  such  party.

12.2     Notices.  Any  notice,  demand  or delivery to be given or to be served
upon  any  party  in connection with this Agreement must be in writing, and must
be  given  by  a  nationally recognized overnight courier and shall be deemed to
have  been  received  on the date such notice is placed with such courier or, if
given otherwise than by courier, it shall be deemed to have been received on the
date  that  it  is  personally  or directly delivered to the party to whom it is

                                       14
<PAGE>

addressed.  Such  notices,  as  provided  herein,  shall be given to the parties
hereto  at  the  addresses  set  forth  in  the  preamble  hereto.
     Any  party  hereto  may  at any time by giving ten (10) days' prior written
notice to the other party hereto, designate any other address in substitution of
the  foregoing  address  to  which  such  notice  shall  be  sent.

12.3     Prior  to  closing  of  the  Reorganization  transaction, ONYI and USSE
acknowledge  that  the  parties  have  not  intended  to  create  a  franchise
relationship  between  themselves  and  that  USSE  has  not  represented  this
distribution  arrangement  to  be a "franchise" as defined in 16 C.F.R. Sec. 436
et.  seq.,  or  as  defined  in any applicable state franchise laws, prior to or
during the negotiation of this Agreement.  The parties acknowledge that the USSE
has  made  no  representation that any form of business operations or management
plan,  manual,  or advice, or any marketing plan or system, would be provided to
or  necessarily  implemented  by ONYI.  ONYI acknowledges that ONYI has not been
provided with, or required under the terms of this Agreement to adopt or utilize
any  marketing  plan  or system, nor has USSE prescribed to ONYI, in whole or in
part,  any form of marketing plan or system in relation to this Agreement.  ONYI
further  acknowledges  that  ONYI  has not been required under the terms of this
Agreement  to  adopt  the business format of, or a business format substantially
similar  to  the business format utilized by USSE. The parties agree that in the
event  it  is determined that a franchise agreement has been entered into by the
parties,  the  ONYI  acknowledges that it has received the necessary information
from the USSE as required by the Federal Trade Commission; further that USSE has
made no representations relating to the potential income from operations by ONYI
and  that  a  copy of this Agreement was furnished to the ONYI at least five (5)
days  prior  to  the  execution  hereof.

12.4          This Agreement contains the entire agreement of the parties and no
representations, inducements, promises or agreements, oral or otherwise, between
the  parties  not embodied herein shall be of any force or effect. No failure of
USSE  to  exercise  any  power  given it hereunder, or to insist upon the strict
compliance of ONYI of any obligation hereunder, and no custom or practice of the
parties  at  variance  with the terms hereof shall constitute a waiver of USSE's
right  to  demand  exact  compliance  with  the  terms  hereof.

12.5     This  Agreement  shall  be  governed  by  and  construed  solely  and
exclusively  in  accordance  with  the  laws of the state of Mississippi without
regard to any statutory or common-law provision pertaining to conflicts of laws.

12.6     The  Parties agree that all controversies, claims, disputes and matters
in  question  arising  out of, or related to, this Agreement, the breach of this
Agreement,  the  purchase of the ONYI's securities pursuant to this Agreement or

                                       15
<PAGE>

any  other  matter  or  claim whatsoever shall be decided by courts of competent
jurisdiction  in Adams County, Mississippi, to the exclusion of all other places
of  venue,  for  all  matters  that  arise  under  this  Agreement.

12.7          In  the event it becomes necessary for either party herein to seek
legal  means  to  enforce  the  terms of this Agreement, the prevailing party is
entitled  to  payment  of  all  of  its  reasonable  attorneys'  fees, costs and
expenses,  including  any  cost  reasonably  and  necessarily  incurred  by  the
prevailing  party as a necessary incident to the prosecution or defense, through
all  proceedings  and  appeals.

12.8     If  any term or provision of this Agreement is held invalid, illegal or
unenforceable  in  any  respect  for  any reason, that invalidity, illegality or
unenforceability  shall  not affect any other term or provision hereof, and this
Agreement  shall  be  interpreted and construed as if such term or provision, to
the  extent  the  same  shall  have  been  held  to  be  invalid,  illegal  or
unenforceable,  had  never  been  contained  herein.

12.9     Each of the parties hereby acknowledge and agree that money damages may
not  be  an  adequate  remedy  for any breach or threatened breach of any of the
provisions  of  this Agreement and that, in such event, they may, in addition to
any  other  rights  and  remedies existing in their favor, apply to any court of
competent  jurisdiction  in  Adams County, Mississippi for specific performance,
injunctive and/or other relief in aid of arbitration to preserve and protect the
rights  of  the  parties  pending  action  by  the  arbitration  panel.

12.10     This  Agreement may be executed in several counterparts, each of which
shall  be  deemed an original.  A facsimile signature on this agreement shall be
deemed  to  be  an  original.

12.11     The  parties  agree that each has participated equally in the creation
and  drafting  of  this Agreement, and that each party to this Agreement has had
the  opportunity  to  seek independent legal counsel prior to entering into this
Agreement.


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<PAGE>

     IN  WITNESS  WHEREOF,  the parties have executed this Agreement on the date
set  forth  above.

                                  "USSE"

                                   U.S.  SUSTAINABLE  ENERGY  CORPORATION

                                   By:  /s/ John Rivera
                                   John  Rivera,  President

                                  "ONYI"

                                   ORIGINALLY  NEW  YORK,  INC.

                                   By: /s/ Taylor Moffitt
                                   Taylor Moffitt, President