exhibit10-7.htm


    Exhibit
      10.7

    


    


    AGREEMENT

    


    CONCERNING
      THE EXCHANGE OF SECURITIES

    


    BY
      AND AMONG

    


    BETTER
      BIODIESEL, INC.

    


    AND

    


    GEOALGAE
      TECHNOLOGY, INC. AND

    


    THE
      SECURITY HOLDERS OF GEOALGAE TECHNOLOGY, INC.


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     


    


    AGREEMENT

    


    THIS
      AGREEMENT (“Agreement”)
      is made this ___  day of ______, 2008, by and between Better
      Biodiesel, Inc. a Colorado corporation (“Better
      Biodiesel”), GeoAlgae Technology, Inc., a Wyoming corporation (“GAT”)
      and the security holders of GAT (the “GAT
      Security Holders”) who are listed on Exhibit 1.1
      hereto.

    


    WHEREAS,
      Better Biodiesel desires to
      acquire all of the issued and outstanding common stock of GAT (“GAT
      Stock”) from the GAT Security Holders in exchange for common stock of
      Better Biodiesel;

    


    WHEREAS,
      all of the GAT Security
      Holders agree to exchange one hundred percent (100%) of the GAT Stock they
      hold
      in GAT for three million, three hundred thousand (3,300,000) shares
      of
      Better Biodiesel common stock (the “Shares”).

    


    WHEREAS,
      Better Biodiesel commits to
      make an additional six million, seven hundred thousand (6,700,000) shares
      available as additional compensation, issuable subject to performance based
      criteria (“BBDS Performance
      Shares”) as described in Section 1.1(b) herein.

    


    NOW,
      THEREFORE, in consideration of the
      mutual promises, covenants and representations contained herein, the parties
      hereto agree as follows:

    


    ARTICLE
      I

    Exchange
      of Securities

    


    1.1           
      Issuance
      of
      Securities. Subject to the terms and conditions of this Agreement,
      Better Biodiesel agrees to issue and exchange the Shares for one hundred percent
      (100%) of the issued and outstanding GAT Stock held by the GAT Security
      Holders.  All Better Biodiesel Shares will be issued directly to the
      GAT Security Holders on the Closing Date (as hereinafter defined), pursuant
      to
      the schedule set forth in Exhibit 1.1.

    


     (a)           
      Upon Closing (defined in Section 7.1), Better Biodiesel shall issue to the
      existing GAT Security Holders the total aggregate amount of three million,
      three
      hundred thousand (3,300,000) Shares;

    


    (b)           
      Better Biodiesel commits to make six million, seven hundred thousand (6,700,000)
      shares available as additional compensation, issuable subject to following
      performance based criteria (the “BBDS Performance Shares”):

    


    (1)
      Eighty percent (80%) of GAT’s
      contribution to Better Biodiesel’s EBITDA arising from GAT’s algae biofuel
      technology-for feedstock growth and/or fuel production based revenue shall
      be
      paid in BBDS Performance Shares at a value of $1.00 per share (i.e.> a
      $1,200,000 contribution to Better Biodiesel’s EBIDTA would result in the
      issuance of 960,000 BBDS Performance Shares”); and

    


    (2)
      Twenty percent (20%) of GAT's
      contribution to Better Biodiesel's EBITDA arising from GAT’s acquisition of
      existing oil and fuel distributor based revenue shall be paid in BBDS
      Performance Shares at a value of $1.00 per share (i.e.> a $1,200,000
      contribution to Better Biodiesel’s EBIDTA would result in the issuance of
      240,000 BBDS Performance Shares”)

    


    1.2           
      Exemption
      from
      Registration. The parties hereto intend that all Better Biodiesel
      common stock to be issued to the GAT Security Holders shall be exempt from
      the
      registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),
      pursuant to Section 4(2) and/or Regulation D of the Securities Act and rules
      and
      regulations promulgated thereunder.  In furtherance thereof, each of
      the GAT Security Holders will execute and deliver to Better Biodiesel
      subscription agreements for the Shares, a copy of which is attached as Exhibit 1.2, on the
      Closing date of this Agreement (the “Closing
      Date”).

    



    
      
         

      

      
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    ARTICLE
      II

    Representations
      and
      Warranties of GAT

    


    GAT
      hereby represents and warrants to
      Better Biodiesel that:

    


    2.1           Organization.
      GAT is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of Wyoming, has all necessary corporate powers to own its properties and to
      carry on its business as now owned and operated by it, and is duly qualified
      to
      do business and is in good standing in each of the states where its business
      requires qualification.

    


    2.2           
      Capital.
      GAT will deliver 100% of its issued and outstanding stock, subscriptions,
      options, rights, warrants, debentures, instruments, convertible securities
      pr
      convertible preferred stock, or other agreements or commitments obligating
      GAT
      to issue any additional GAT Stock of any class, which shall equal
      _______________ shares of common stock, on a fully diluted
      basis.  There shall be no outstanding preferred stock of GAT at the
      time of the Closing.

    


    2.3           
      Subsidiaries.
      GAT currently does not own any
      subsidiaries.

    


    2.4           
      Directors
      and
      Executive Officers. The names and titles of the directors and
      executive officers of GAT are as follows:

    


    (a)

    


    
      	
              Name

            	 	
              Position

            
	
              Ronald
                D. Lewis

              
              

              Kenneth
                R. Bennett

              
              

              F.
                Briton McConkie

            	 	
              Director
                , Chief Technology Officer

              
              

              Director,

              
              

              
              

              Director,
                Chief Executive Officer

              
              

              Director

            


    

    


    (b)           
      Immediately upon the Closing, Better Biodiesel shall appoint GAT’s designated
      management team.

    


    2.5           
      Financial
      Statements. GAT represents that it shall have the ability to provide
      and shall produce, within forty-five (45) days of Closing, financial statements
      consisting of a balance sheet and a related statements of income and cash flow
      for (I) the prior two (2) fiscal years (or for the period since inception of
      the
      Company, if less than two years), (II) for the quarters subsequent to the most
      recent fiscal year and (III) for the period subsequent to the most recent
      quarter if material changes have occurred (the “GATFinancial
      Statements”), which fairly represent the financial condition of GAT as of
      the respective dates and for the periods involved, and such statements shall
      be
      prepared in accordance with generally accepted accounting principles
      (GAAP).

     

    The
      GAT
      Financial Statements shall state Zero Dollars ($0) of debt-related
      liabilities..

     

    


    2.6           
Absence
      of
      Changes. Since December 31, 2007, there has not been any material
      change in the financial condition or operations of GAT, except as contemplated
      by this Agreement.  As used throughout this Agreement, “material”
means:  Any change or effect (or development that, insofar as can be
      reasonably foreseen, is likely to result in any change or effect) that causes
      substantial increase or


    
      
         

      

      
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     diminution
      in the business, properties, assets, condition (financial or otherwise) or
      results of operations of a party.  Taken as a whole, material change
      shall not include changes in national or international economic conditions
      or
      industry conditions generally; changes or possible changes in statutes and
      regulations applicable to a party; or the loss of employees, customers or
      suppliers by a party as a direct or indirect consequence of any announcement
      relating to this transaction.

    


    2.7           
      Absence
      of
      Undisclosed Liabilities. As of the Closing Date, GAT shall not have
      any material debt, liability or obligation of any nature, whether accrued,
      absolute, contingent or otherwise, and whether due or to become due, that is
      not
      reflected in the GAT Liability Schedule, attached as Exhibit 2.7.

    


    2.8           
      Tax
      Returns. GAT has filed all federal, state and local tax returns
      required by law and has paid all taxes, assessments and penalties due and
      payable. The provisions for taxes, if any, reflected in Exhibit 2.8 are
      adequate for the periods indicated.  There are no present disputes as
      to taxes of any nature payable by GAT.

    


    2.9           Investigation
      of
      Financial Condition. Without in any manner reducing or otherwise
      mitigating the representations contained herein, Better Biodiesel, its legal
      counsel and accountants shall have the opportunity to meet with GAT’s
      accountants and attorneys to discuss the financial condition of GAT during
      reasonable business hours and in a manner that does not interfere with the
      normal operation of GAT’s business.  GAT shall make available to
      Better Biodiesel all books and records of GAT.

    


    2.10           Intellectual
      Property Rights. GAT owns or has the right to use all trademarks,
      service marks, trade names, copyrights and patents material to its
      business.

    


    2.11           
      Compliance
      with
      Laws. To the best of GAT’s knowledge, GAT has complied with, and is
      not in violation of, applicable federal, state or local statutes, laws and
      regulations, including federal and state securities laws, except where such
      non-compliance would not have a material adverse impact upon its business or
      properties.

    


    2.12           
      Litigation.
      GAT is not a
      defendant in any suit, action, arbitration or legal, administrative or other
      proceeding, or governmental investigation which is pending or, to the best
      knowledge of GAT, threatened against or affecting GAT or its business, assets
      or
      financial condition.  GAT is not in default with respect to any order,
      writ, injunction or decree of any federal, state, local or foreign court,
      department, agency or instrumentality applicable to it.  GAT is not
      engaged in any material litigation to recover monies due to it.

    


    2.13           
      Authority.
      The Board of Directors of GAT has authorized the execution of this Agreement
      and the consummation of the transactions contemplated herein, and GAT has full
      power and authority to execute, deliver and perform this Agreement, and this
      Agreement is a legal, valid and binding obligation of GAT and is enforceable
      in
      accordance with its terms and conditions.  A majority of GAT Security
      Holders have agreed to and have approved the terms of this Agreement and the
      exchange of securities contemplated hereby.

    


    2.14           
      Ability
      to Carry
      Out Obligations. The execution and delivery of this Agreement by GAT
      and the performance by GAT of its obligations hereunder in the time and manner
      contemplated will not cause, constitute or conflict with or result in (a) any
      breach or violation of any of the provisions of or constitute a default under
      any license, indenture, mortgage, instrument, article of incorporation, bylaw,
      or other agreement or instrument to which GAT is a party, or by which it may
      be
      bound, nor will any consents or authorizations of any party other than those
      hereto be required, (b) an event that would permit any party to any agreement
      or
      instrument to terminate it or to accelerate the maturity of any indebtedness
      or
      other obligation of GAT, or (c) an event that would result in the creation
      or
      imposition of any lien, charge or encumbrance on any asset of GAT.


    
      
         

      

      
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    2.15           
Full
      Disclosure. None of the representations and warranties
      made by GAT herein or in any exhibit, certificate or memorandum furnished or
      to
      be furnished by GAT, or on its behalf, contains or will contain any untrue
      statement of material fact or omit any material fact the omission of which
      would
      be misleading.

    


    2.16           
      Assets.
      GAT’s assets are fully included in Exhibit 2.5 or, if
Exhibit
      2.5 is
      not available at Closing, attached as Exhibit 2.16 attached
      hereto, and such assets are not subject to any claims or encumbrances except
      as
      indicated in Exhibit
      2.5 or Schedule
      2.16, respectively.

    


    2.17           
      Material
      Contracts. A list of GAT’s material contracts are attached hereto as
Exhibit
      2.17,
      and such contracts shall be made available for inspection within five (5) days
      prior to Closing.

    


    2.18           
      Indemnification.
      GAT agrees to indemnify, defend and hold
      Better Biodiesel harmless against and in respect of any and all claims, demands,
      losses, costs, expenses, obligations, liabilities, damages, recoveries and
      deficiencies, including interest, penalties and reasonable attorney fees
      asserted by third parties against Better Biodiesel which arise out of, or result
      from (i) any breach by GAT in performing any of its covenants or agreements
      under this Agreement or in any schedule, certificate, exhibit or other
      instrument furnished or to be furnished by GAT under this Agreement, (ii) a
      failure of any representation or warranty in this Article II or (iii) any untrue
      statement made by GAT in this Agreement.

    


    2.19           
      Criminal
      or Civil
      Acts. For
      the period of five years prior to the execution of this Agreement, no executive
      officer, director or principal stockholder of GAT has been convicted of a felony
      crime, filed for personal bankruptcy, been the subject of a Commission or NASD
      judgment or decree, or is currently the subject to any investigation in
      connection with a felony crime or Commission or NASD proceeding.

    


    2.20           Restricted
      Securities.  GAT and the GAT Security Holders acknowledge
      that all of the Better Biodiesel Shares issued by Better Biodiesel are
      restricted securities and none of such securities may be sold or publicly traded
      except in accordance with the provisions of the Securities Act.

    


    


    ARTICLE
      III

    Representations
      and
      Warranties of Better Biodiesel

    


    Better
      Biodiesel represents and
      warrants to GAT that:

    


    3.1           
      Organization.
      Better Biodiesel is a corporation duly
      organized, validly existing and in good standing under the laws of Nevada,
      has
      all necessary corporate powers to carry on its business, and is duly qualified
      to do business and is in good standing in each of the states where its business
      requires qualification.

    


    3.2           
      Capital.
      The authorized capital stock of Better Biodiesel consists of two hundred million
      (200,000,000) shares of $0.01 par value common stock, of which approximately
      twenty seven million, six hundred eighty nine thousand, five hundred one
      (27,689,501) shares are currently outstanding.  Three million three
      hundred thousand (3,300,000) additional Shares will be issued pursuant to this
      agreement at the Closing., zero (0) shares of $0.01 par value preferred stock,
      five million (5,000,000) of which are authorized and none of which currently
      are
      outstanding. All of the outstanding common stock is duly and validly issued,
      fully paid and non-assessable. Currently, warrants to issue approximately six
      hundred eighty four thousand, eight hundred sixteen (684,816) shares of common
      stock remain outstanding and options to issue thirty three thousand, three
      hundred thirty four (33,334) shares of common stock.  There are no
      other outstanding subscriptions, , rights, , debentures, instruments,
      convertible securities or other agreements or commitments obligating Better
      Biodiesel to issue any additional shares of its capital stock of any
      class.


    
      
         

      

      
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    3.3           
      Subsidiaries.
      Better Biodiesel does not have any
      subsidiaries or own any interest in any other enterprise.

    


    3.4           Directors
      and
      Officers. The name and title of the director and executive officer of
      Better Biodiesel are as follows:

    


    (a)

    


    
      	
              Name

            	 	
              Position

            
	
              David
                M. Otto

              
              

              Gary
                M. DeLaurentiis

              
              

              Alan
                Chaffee

              
              

              
              

            	 	
              Director

              
              

              Director

              
              

              
              

              Director

              
              

              
              

              
              

            


    

    .

    


    (b)           
      Pursuant to this Agreement, Better Biodiesel shall appoint two (2) GAT designees
      to the board of directors, the first upon Closing, and the second within 90
      days
      of Closing (but in no event earlier than 45 days following Closing, pursuant
      to
      Rule 14(f) of the 1934 Exchange Act;

    


    (c)           
      Concurrent to this Agreement, Kenneth R. Bennett and Better Biodiesel will
      execute an employment agreement naming Kenneth R. Bennett the Chief Executive
      Officer of Better Biodiesel and, as soon as practicable thereafter, Ronald
      D.
      Lewis and Better Biodiesel will execute an employment agreement naming Ronald
      D.
      Lewis the Chief Technology Officer of Better Biodiesel

    


    3.5           
      Financial
      Statements. Exhibit
      3.5 hereto
      consists of the audited financial statements of Better Biodiesel for the fiscal
      year ended September 30, 2007 (the “Better
      Biodiesel Financial Statements”) The Better Biodiesel Financial
      Statements have been prepared in accordance with generally accepted accounting
      principles and practices consistently followed by Better Biodiesel throughout
      the period indicated, and fairly present the financial position of Better
      Biodiesel as of the date of the balance sheet included in the Better Biodiesel
      Financial Statements and the results of operations for the period
      indicated.

    


    3.6           
      Absence
      of
      Changes. Since December 31, 2007, there has not been any material
      change in the financial condition or operations of Better Biodiesel, except
      as
      publically filed with the Securities and Exchange Commission or contemplated
      by
      this Agreement.  As used throughout this Agreement, “material”
means:  Any change or effect (or development that, insofar as can be
      reasonably foreseen, is likely to result in any change or effect) that causes
      substantial increase or diminution in the business, properties, assets,
      condition (financial or otherwise) or results of operations of a
      party.  Taken as a whole, material change shall not include changes in
      national or international economic conditions or industry conditions generally;
      changes or possible changes in statutes and regulations applicable to a party;
      or the loss of employees, customers or suppliers by a party as a direct or
      indirect consequence of any announcement relating to this transaction.

    


    3.7           
      Absence
      of
      Undisclosed Liabilities. As of the Closing Date, Better Biodiesel
      shall not have any material debt, liability or obligation of any nature, whether
      accrued, absolute, contingent or otherwise, and whether due or to become due,
      that is not reflected in the Better Biodiesel Financial Statements.


    
      
         

      

      
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    3.8           Tax
      Returns. Better Biodiesel has filed all federal, state and local tax
      returns required by law and have paid all taxes, assessments and penalties
      due
      and payable. The provisions for taxes, if any, reflected in Exhibit 3.8 are
      adequate for the periods indicated.  There are no present disputes as
      to taxes of any nature payable by Better Biodiesel.

    


    3.9           
      Investigation
      of
      Financial Condition. Without in any manner reducing or otherwise
      mitigating the representations contained herein, GAT, its legal counsel and
      accountants shall have the opportunity to meet with Better Biodiesel’s
      accountants and attorneys to discuss the financial condition of Better Biodiesel
      during reasonable business hours and in a manner that does not interfere with
      the normal operation of Better Biodiesel’s business.  Better Biodiesel
      shall make available to GAT all books and records of Better Biodiesel.

    


    3.10           Intellectual
      Property Rights. Better Biodiesel has no trademarks, service marks,
      trade names, copyrights or patents material to its business.

    


    3.11           
      Compliance
      with
      Laws. To the best of Better Biodiesel’s knowledge, Better Biodiesel
      has complied with, and is not in violation of, applicable federal, state or
      local statutes, laws and regulations, including federal and state securities
      laws, except where such non-compliance would not have a material adverse impact
      upon its business or properties.

    


    3.12           
      Litigation.
      Better Biodiesel is not a defendant in any
      suit, action, arbitration or legal, administrative or other proceeding, or
      governmental investigation which is pending or, to the best knowledge of Better
      Biodiesel, threatened against or affecting Better Biodiesel or its business,
      assets or financial condition.  Better Biodiesel is not in default
      with respect to any order, writ, injunction or decree of any federal, state,
      local or foreign court, department, agency or instrumentality applicable to
      it.  Better Biodiesel is not engaged in any material litigation to
      recover monies due to it.

    


    3.13           
      Authority.
      The Board of Directors of Better Biodiesel has
      authorized the execution of this Agreement and the consummation of the
      transactions contemplated herein, and Better Biodiesel has full power and
      authority to execute, deliver and perform this Agreement, and this Agreement
      is
      a legal, valid and binding obligation of Better Biodiesel and is enforceable
      in
      accordance with its terms and conditions.

    


    3.14           
      Ability
      to Carry
      Out Obligations. The execution and delivery of this Agreement by
      Better Biodiesel and the performance by Better Biodiesel of its obligations
      hereunder in the time and manner contemplated will not cause, constitute or
      conflict with or result in (a) any breach or violation of any of the provisions
      of or constitute a default under any license, indenture, mortgage, instrument,
      article of incorporation, bylaw, or other agreement or instrument to which
      Better Biodiesel is a party, or by which it may be bound, nor will any consents
      or authorizations of any party other than those hereto be required, (b) an
      event
      that would permit any party to any agreement or instrument to terminate it
      or to
      accelerate the maturity of any indebtedness or other obligation of Better
      Biodiesel, or (c) an event that would result in the creation or imposition
      of
      any lien, charge or encumbrance on any asset of Better Biodiesel.

    


    3.15           
      Full
      Disclosure. None of the representations and warranties made by Better
      Biodiesel herein or in any exhibit, certificate or memorandum furnished or
      to be
      furnished by Better Biodiesel, or on its behalf, contains or will contain any
      untrue statement of material fact or omit any material fact the omission of
      which would be misleading.

    


    3.16           
      Assets.
      Better Biodiesel assets are fully included in Exhibit 3.5 and are
      not subject to any claims or encumbrances except as indicated in Exhibit 3.5.

    


    3.17           Material
      Contracts. A list of Better Biodiesel’s material
      contracts are attached hereto as Exhibit 3.17, and
      such contracts shall be made available for inspection within five (5) days
      prior
      to Closing.


    
      
         

      

      
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      3.18           Indemnification.
      Better
      Biodiesel agrees to indemnify, defend and hold GAT harmless against and in
      respect of any and all claims, demands, losses, costs, expenses, obligations,
      liabilities, damages, recoveries and deficiencies, including interest, penalties
      and reasonable attorney fees asserted by third parties against GAT which arise
      out of, or result from (i) any breach by Better Biodiesel in performing any
      of
      its covenants or agreements under this Agreement or in any schedule,
      certificate, exhibit or other instrument furnished or to be furnished by Better
      Biodiesel under this Agreement, (ii) a failure of any representation or warranty
      in this Article III or (iii) any untrue statement made by Better Biodiesel
      in
      this Agreement.

    


    3.19           
      Criminal
      or Civil
      Acts. For
      the period of five (5) years prior to the execution of this Agreement, no
      executive officer, director or principal stockholder of Better Biodiesel has
      been convicted of a felony crime, filed for personal bankruptcy, been the
      subject of a Commission or NASD judgment or decree, or is currently the subject
      to any investigation in connection with a felony crime or Commission or NASD
      proceeding.

    


    


    ARTICLE
      IV

    Covenants
      Prior to the
      Closing Date

    


    4.1           
      Investigative
      Rights. Prior to the Closing Date, each party shall provide to the
      other party, and such other party’s counsel, accountants, auditors and other
      authorized representatives, full access during normal business hours and upon
      reasonable advance written notice to all of each party’s properties, books,
      contracts, commitments and records for the purpose of examining the
      same.  Each party shall furnish the other party with all information
      concerning each party’s affairs as the other party may reasonably
      request.  If during the investigative period one party learns that a
      representation of the other party was not accurate, no such claim may be
      asserted by the party so learning that a representation of the other party
      was
      not accurate.

    


    4.2           
      Conduct
      of
      Business. Prior to the Closing Date, each party shall conduct its
      business in the normal course and shall not sell, pledge or assign any assets
      without the prior written approval of the other party, except in the normal
      course of business.  Neither party shall amend its Articles of
      Incorporation or Bylaws (except as may be described in this Agreement), declare
      dividends, redeem or sell stock or other securities.  Neither party
      shall enter into negotiations with any third party or complete any transaction
      with a third party involving the sale of any of its assets or the exchange
      of
      any of its common stock.

    


    4.3           
      Confidential
      Information.  Each party
      will
      treat all non-public, confidential and trade secret information received from
      the other party as confidential, and such party shall not disclose or use such
      information in a manner contrary to the purposes of this
      Agreement.  Moreover, all such information shall be returned to the
      other party in the event this Agreement is terminated.

    


    4.4           
      Notice
      of
      Non-Compliance.  Each party
      shall
      give prompt notice to the other party of any representation or warranty made
      by
      it in this Agreement becoming untrue or inaccurate in any respect or the failure
      by it to comply with or satisfy in any material respect any covenant, condition
      or agreement to be complied with or satisfied by it under this Agreement.

    


    


    ARTICLE
      V

    Conditions
      Precedent to
      Better Biodiesel’s Performance

    


    5.1           
      Conditions.
      Better Biodiesel’s obligations hereunder shall be subject to the
      satisfaction at or before the Closing Date of all the conditions set forth
      in
      this Article V.  Better Biodiesel may waive any or all of these
      conditions in whole or in part without prior notice; provided, however, that
      no
      such waiver of a condition shall constitute a waiver by Better Biodiesel of
      any
      other condition of or any of Better Biodiesel’s other rights or remedies, at law
      or in equity, if GAT shall be in default of any of its representations,
      warranties or covenants under this Agreement.


    
      
         

      

      
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    5.2           
      Accuracy
      of
      Representations. Except as otherwise permitted by this Agreement, all
      representations and warranties by GAT in this Agreement or in any written
      statement that shall be delivered to Better Biodiesel by GAT under this
      Agreement shall be true and accurate on and as of the Closing Date as though
      made at that time.

    


    5.3           
      Performance.
      GAT shall
      have performed, satisfied and complied with all covenants, agreements and
      conditions required by this Agreement to be performed or complied with by it
      on
      or before the Closing Date.

    


    5.4           Absence
      of
      Litigation. No action, suit or proceeding, including injunctive
      actions, before any court or any governmental body or authority, pertaining
      to
      the transaction contemplated by this Agreement or to its consummation, shall
      have been instituted or threatened against GAT on or before the Closing
      Date.

    


    5.5           Officer’s
      Certificate. GAT shall have delivered to Better Biodiesel a
      certificate dated the Closing Date signed by the Chief Executive Officer of
      GAT
      certifying that each of the conditions specified in this Article has been
      fulfilled and that all of the representations set forth in Article II are true
      and correct as of the Closing Date.

    


    5.6           
      Corporate
      Action. GAT shall have obtained the approval of the GAT Security
      Holders for the transaction contemplated by this Agreement.

    


    5.7           
      Acceptance
      of
      Financial Statements. Better Biodiesel shall have reviewed and in its
      sole discretion accepted, prior to the Closing Date, the GAT Financial
      Statements as set forth in Exhibit 2.5.

    


    


    ARTICLE
      VI

    Conditions
      Precedent to
      GAT’s Performance

    


    6.1           
      Conditions.
      GAT’s obligations hereunder shall be subject to
      the satisfaction at or before the Closing Date of all the conditions set forth
      in this Article VI. GAT may waive any or all of these conditions in whole or
      in
      part without prior notice; provided, however, that no such waiver of a condition
      shall constitute a waiver by GAT of any other condition of or any of GAT’s
      rights or remedies, at law or in equity, if Better Biodiesel shall be in default
      of any of its representations, warranties or covenants under this
      Agreement.

    


    6.2           
      Accuracy
      of
      Representations. Except as otherwise permitted by this Agreement, all
      representations and warranties by Better Biodiesel in this Agreement or in
      any
      written statement that shall be delivered to GAT by Better Biodiesel under
      this
      Agreement shall be true and accurate on and as of the Closing Date as though
      made at that time.

    


    6.3           
      Performance.
      Better
      Biodiesel shall have performed, satisfied and complied with all covenants,
      agreements and conditions required by this Agreement to be performed or complied
      with by it on or before the Closing Date.

    


    6.4           
      Absence
      of
      Litigation. No action, suit or proceeding before any court or any
      governmental body or authority, pertaining to the transaction contemplated
      by
      this Agreement or to its consummation, shall have been instituted or threatened
      against Better Biodiesel on or before the Closing Date.

    


    6.5           
      Officer’s
      Certificate. Better Biodiesel shall have delivered to GAT a
      certificate dated the Closing Date signed by the Chief Executive Officer of
      Better Biodiesel


    
      
         

      

      
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    certifying
      that each of the conditions specified in this Article has been fulfilled and
      that all of the representations set forth in Article III are true and correct
      as
      of the Closing Date.

    


    6.6           
      Payment
      of
      Liabilities.
On or
      before the Closing Date, Better Biodiesel shall have paid any
      outstanding obligations and liabilities of Better Biodiesel through the Closing
      Date, including obligations created subsequent to the execution of this
      Agreement.

    


    6.7           
      Directors
      of
Better Biodiesel. On the
      Closing Date, the Board of Directors of Better Biodiesel shall
      appoint one (1) designee of GAT to Better Biodiesel Board of
      Directors.  Subsequently, a second designee of GAT shall be appointed
      to the Better Biodiesel Board of Directors within ninety (90) days of the
      Closing, but in no event earlier than forty five (45) days following the
      Closing, in consideration of Rule 14(f) of the 1934 Exchange Act, in the event
      that Better Biodiesel deems it beneficial to appoint an additional (alternate)
      director during such period..

    


    6.8           Officers
      of
Better Biodiesel. Concurrent
      to this Agreement, the Board of Directors of Better Biodiesel
      shall execute an employment agreements naming Kenneth R. Bennett to the position
      of Chief Executive Officer of Better Biodiesel and Ronald D. Lewis to the
      position of Chief Technology Officer of Better Biodiesel.

    


    ARTICLE
      VII

    Closing

    


    7.1           
Closing.
      The closing of
      this Agreement shall be held at the offices of The Otto Law Group, PLLC, or
      at
      any mutually agreeable place within thirty (30) days of the mutual execution
      of
      this Agreement, unless extended by mutual agreement.  At the
      closing:

    


    (a) GAT
      shall
      deliver to Better Biodiesel (i) copies of Exhibit 1.2 executed
      by all of the GAT Security Holders, (ii) an assignment of all of the GAT Stock
      to Better Biodiesel, (iii) the officer’s certificate described in Section 5.5,
      (iv) signed minutes of its directors approving this Agreement.

    


    (b) Better
      Biodiesel shall deliver to GAT (i) certificates representing three million,
      three hundred thousand (3,300,000) Better Biodiesel Shares issued in the names
      of the GAT Security Holders, (ii) the officer’s certificate described in Section
      6.5, and (iii) signed minutes of its directors approving this
      Agreement.

    


    


    ARTICLE
      VIII

    Covenants
      Subsequent to the
      Closing Date

    


    8.1           Registration
      and
      Listing.
      Following the Closing Date, Better Biodiesel shall:

    


    (a) Continue
      Better Biodiesel’s common stock quotation on the Electronic Over-the-Counter
      Bulletin Board system;

     

    (b) Comply
      with the Form 8-K requirements of the Securities Exchange Act of 1934 (the
      “Exchange
      Act”), including the timely preparation and filing of audited financial
      statements as required by Form 8-K;

     

    (c) Promptly
      retain a qualified investor and public relations firm; and

     

    (d) Clear
      any
      Exchange Act Rule 144 sales of Better Biodiesel common stock offered by any
      Better Biodiesel common stockholder including affiliates or former affiliates
      of
      Better Biodiesel within forty-eight (48) hours of the filing of the Notice
      of
      Sale pursuant to Rule 144.

     

    8.2 Corporate
      Action.  Better Biodiesel shall file the required documents
      and take the required actions to change its name to “Geo BioEnegry, Inc.,” or to
      such other name as deemed acceptable to the directors and
      management


    
      
         

      

      
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    of
      Biodiesel, within thirty (30) days following the Closing.

    


    


    ARTICLE
      IX

    Miscellaneous

    


    9.1           
      Captions
      and
      Headings. The article and Section headings throughout this Agreement
      are for convenience and reference only and shall not define, limit or add to
      the
      meaning of any provision of this Agreement.

    


    9.2           
      No
      Oral
      Change. This Agreement and any provision hereof may not be waived,
      changed, modified or discharged orally, but only by an agreement in writing
      signed by the party against whom enforcement of any such waiver, change,
      modification or discharge is sought.

    


    9.3           Non-Waiver.
      The failure of
      any party to insist in any one or more cases upon the performance of any of
      the
      provisions, covenants or conditions of this Agreement or to exercise any option
      herein contained shall not be construed as a waiver or relinquishment for the
      future of any such provisions, covenants or conditions.  No waiver by
      any party of one breach by another party shall be construed as a waiver with
      respect to any other subsequent breach.

    


    9.4           
      Time
      of
      Essence. Time is of the essence of this Agreement and of each and
      every provision hereof.

    


    9.5           
      Entire
      Agreement. This Agreement contains the entire Agreement and
      understanding between the parties hereto and supersedes all prior agreements
      and
      understandings.

    


    9.6           
      Choice
      of
      Law. This Agreement and its application shall be governed by the laws
      of the state of Colorado.

    


    9.7           
      Counterparts.
      This
      Agreement may be executed simultaneously in one or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

    


    9.8           Notices.
      All notices, requests, demands and other communications under this Agreement
      shall be in writing and shall be deemed to have been duly given on the date
      of
      service if served personally on the party to whom notice is to be given, or
      on
      the third day after mailing if mailed to the party to whom notice is to be
      given, by first class mail, registered or certified, postage prepaid, and
      properly addressed as follows:

    


    Better
      Biodiesel:                                
Better Biodiesel, Inc

    c/o
      The Otto Law Group, PLLC

    601
      Union
      St., Suite 4500

    Seattle,
      WA 98101

               
                  Attn: David
      M. Otto, Director

    


    GAT:                                           
      GeoAlgae Technology, Inc.

    3945
      So
      Wasatch Blvd., Suite 242

    Salt
      Lake
      City, UT 84124

    Attn:  Ronald
      D. Lewis, Director

    


    With
      a copy
      to:                                
The Otto Law Group, PLLC

               
      601 Union Street, Suite 4500

               
      Seattle, Washington 98101

               
      Attn: David
      Otto                                



    
      
         

      

      
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    9.9           
      Binding
      Effect. This Agreement shall inure to and be binding upon the heirs,
      executors, personal representatives, successors and assigns of each of the
      parties to this Agreement.

    


    9.10           
      Mutual
      Cooperation. The parties hereto shall cooperate with each other to
      achieve the purpose of this Agreement and shall execute such other and further
      documents and take such other and further actions as may be necessary or
      convenient to effect the transaction described herein.

    


    9.11           
      Finders.
      There are no finders in connection with this transaction.

    


    9.12           
      Announcements.  The
      parties will consult and cooperate with each other as to the timing and content
      of any public announcements regarding this Agreement.

    


    9.13           
Expenses.
      Each party will
      bear their own expenses, including legal fees incurred in connection with this
      Agreement.  The GAT Security Holders shall not be responsible for any
      costs incurred in connection with the transaction contemplated by this
      Agreement.

    


    9.14           
      Survival
      of
      Representations and Warranties. The representations, warranties,
      covenants and agreements of the parties set forth in this Agreement or in any
      instrument, certificate, opinion or other writing providing for in it, shall
      survive the Closing Date.

    


    9.15           
      Exhibits.
      As of the
      execution hereof, the parties have provided each other with the exhibits
      described herein.  Any material changes to the exhibits shall be
      immediately disclosed to the other party.

    


    


    


    


    


        9.16           
      Termination,
      Amendment and Waiver.

    


    (a)           
      Termination.  This
      Agreement may be terminated at any time prior to the Closing Date, whether
      before or after approval of matters presented in connection with the share
      exchange by the stockholders of Better Biodieselor by the members of GAT:

    


    (1)           
      By mutual written consent of GAT and Better Biodiesel;

    


    (2)           
      By either GAT or Better Biodiesel;

    


    
      	
               

            	
              (i)

            	
              If
                any court of competent jurisdiction or any governmental, administrative
                or
                regulatory authority, agency or body shall have issued an order,
                decree or
                ruling or taken any other action permanently enjoining, restraining
                or
                otherwise prohibiting the transactions contemplated by this Agreement;
                or
                

            


    

    


    
      	
               

            	
              (ii)

            	
              If
                the transaction shall not have been consummated on or before with9inn
                thirty (30) days following mutual execution of this Agreement, unless
                the
                failure to consummate the transaction is the result of a material
                breach
                of this Agreement by the party seeking to terminate this Agreement.
                

            


    

    


    (3)           
      By GAT, if Better Biodiesel breaches any of its representations or warranties
      hereof or fails to perform in any material respect any of its covenants,
      agreements or obligations under this Agreement; and


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    


    


    (4)           
      By Better Biodiesel, if GAT breaches any of its representations or warranties
      hereof or fails to perform in any material respect any of its covenants,
      agreements or obligations under this Agreement.

    


    (b)           
      Effect of
      Termination.  In the event of termination of this Agreement by
      either Better Biodiesel or GAT, as provided herein, this Agreement shall
      forthwith become void and have no effect, without any liability or obligation
      on
      the part of GAT or Better Biodiesel, and such termination shall not relieve
      any
      party hereto for any intentional breach prior to such termination by a party
      hereto of any of its representations or warranties or any of its covenants
      or
      agreements set forth in this Agreement.

    


    (c)           
      Extension;
      Waiver.  At any time prior to the Closing Date, the parties
      may, to the extent legally allowed, (a) extend the time for the performance
      of
      any of the obligation of the other acts of the other parties, (b) waive any
      inaccuracies in the representations and warranties contained herein or in any
      document delivered pursuant hereto or waive compliance with any of the
      agreements or conditions contained herein.  Any agreement on the part
      of a party to any such extension or waiver shall be valid only if set forth
      in
      an instrument in writing signed on behalf of such party.  The failure
      of any party to this Agreement to assert any of its rights under this Agreement
      or otherwise shall not constitute a waiver of such rights.

    


    (d)           
      Procedure for Termination,
      Amendment, Extension or Waiver.  A termination of this
      Agreement, an amendment of this Agreement or an extension or waiver shall,
      in
      order to be effective, require in the case of GAT or Better Biodiesel, action
      by
      its respective Board of Directors or the duly authorized designee of such Board
      of Directors.

    


    [Remainder
      of Page Intentionally
      Blank; Signature Page Follows]


    
      
         

      

      
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    In
      witness whereof, the parties have
      executed this Agreement concerning the exchange of securities on the date
      indicated above.

    


    
      	
              BETTER
                BIODIESEL, INC.

            	

            	

            


    

    


    


    David
      M.
      Otto

               
      Authorized Officer, Director

    


    


    


    GEOALGAE
      TECHNOLOGY, INC.   

    


    


    


    Kenneth
      R.
      Bennett                                                                


    Chief
      Executive Officer,
      Director                                                                                                



    
      
         

      

      
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