Unassociated Document


    December
      31, 2007

    


    


    Renewal
      Fuels Inc.

    1818
      North Farwell Avenue

    Milwaukee,
      WI 53202

    Attention:     
      John
      King

    


    


    Dear
      Mr.
      King:

    


    This
      letter will memorialize our agreement between Renewal Fuels Inc. (f/k/a Tech
      Laboratories, Inc.) (the “Company”)
      and YA
      Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P.) (“YA
      Global”)
      wherein YA Global has agreed to fund Three Hundred Thousand Dollars ($300,000)
      of the Second Closing (the “Second
      Closing”)
      pursuant to and as defined in the Securities Purchase Agreement dated on or
      about July 2, 2007 by and between the parties (the “Securities
      Purchase Agreement”).
      

    


    In
      connection with the partial funding agreed to herein, the Company represents
      and
      warrants to YA Global that management of the Company has on the date hereof
      loaned to the Company One Hundred Fifty Thousand Dollars ($150,000) on terms
      which are acceptable to YA Global and pursuant to the documents presented to
      YA
      Global and attached hereto. 

    


    The
      parties hereby agree to add a new Section 3(ee) to the Securities Purchase
      Agreement that states: 

    


    (ee)
      the
      Company represents and warrant to YA Global that management of the Company
      has
      as of the date hereof loaned to the Company One Hundred Fifty Thousand Dollars
      ($150,000) on terms which are acceptable to YA Global (the “Management
      Loan”)
      and
      pursuant to the documents presented to YA Global. 

    


    This
      agreement in lieu of a formal amendment and restatement of the Securities
      Purchase Agreement shall be deemed to have added this Section 3(ee) to the
      Securities Purchase Agreement. 

    


    In
      connection with the partial funding agreed to herein the Company acknowledges
      that all the conditions precedent to the Second Closing outlined in Section
      7(b)
      of the Securities Purchase Agreement must be satisfied, except for condition
      7(b)(iv) and the newly added 7(b)(x). 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      parties hereby agree to add a new section 7(b)(x) to the Securities Purchase
      Agreement which states: 

    


    (x)  The
      Company shall have signed a definitive joint venture with Eco Plantations.
      

    


    This
      agreement is in lieu of a formal amendment and restatement of the Securities
      Purchase Agreement shall be deemed to have added this Section 7(b)(x) to the
      Securities Purchase Agreement. 

    


    


    In
      connection with the Management Loan the Company covenants to YA Global as long
      as the all debentures issued by the Company to YA Global are outstanding that
      the Management Loan will not be repaid to management without the express written
      consent of YA Global.

    


    The
      parties hereby agree to add a new section 4(u) to the Securities Purchase
      Agreement which states: 

    


    (u) In
      connection with the Management Loan outlined in Section 3 (ee) herein the
      Company covenants to YA Global as long as the all debentures issued by the
      Company to YA Global are outstanding that the Management Loan will not be repaid
      to management without the express written consent of YA Global.

    


    


    In
      connection with the partial funding agreed to herein the Company covenants
      to YA
      Global that such requirement 7(b)(iv) and newly added Section 7(b)(x) of the
      Second Closing contained in the Securities Purchase Agreement will be satisfied
      no later than than January 31, 2008 (the “Condition
      Deadline”).
      

    


    


    The
      parties hereby agree to add a new section 4(v) to the Securities Purchase
      Agreement which states: 

    


    (v) The
      Company shall satisfy the requirements outlined in 7(b)(iv) and newly added
      Section 7(b)(x) of the Second Closing contained herein no later than January
      31,
      2008 (the “Condition
      Deadline”).
      

    


    The
      parties hereby agree to add a new section 4(w) to the Securities Purchase
      Agreement which states: 

     

    (w) The
      Company shall have unconditionally booked and received at least a 50% deposit
      for the sale of at least one BioDiesel Master Unit no later than January 31,
      2008. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    This
      agreement is in lieu of a formal amendment and restatement of the Securities
      Purchase Agreement shall be deemed to have added this Section 4(v) to the
      Securities Purchase Agreement. 

    


    


    The
      parties hereby agree to add a new section 4(x) to
      the
      Securities Purchase Agreement which
      shall state: 

    


    (x)
      The
      Company shall have signed a definitive joint venture with Eco
      Plantations no
      later
      than January 31, 2008. 

    


    This
      agreement is in lieu of a formal amendment and restatement of the Securities
      Purchase Agreement shall be deemed to have added this Section 4(u), Section
      4(v), Section 4(w) and Section 4(x) respectively to the Securities Purchase
      Agreement. 

    


    Notwithstanding
      the partial closing shall in no way be a waiver of conditions set forth in
      Section 7(b)(iv) or the newly added Section 7(b)(x) to the Securities Purchase
      Agreement required for the full funding of the Second Closing to which the
      Company shall not be entitled until these conditions are met. 

    


    Furthermore
      YA Global also agrees to suspend conversions under the Convertible Debentures
      issued under the Securities Purchase Agreement until February 15, 2008 (the
      “Conversion
      Restriction”).

    


    In
      the
      event that such covenants contained in Section 4(u) and (v), as added herein,
      to
      the Securities Purchase Agreement are not met by the Condition Deadline and
      the
      partial funding contemplated herein has been consummated it shall be deemed
      an
      Event of Default, as defined in and, under the Securities Purchase Agreement,
      the Convertible Debentures issued there under and all other agreement entered
      into in connection therewith (the “Transaction
      Documents”),
      YA
      Global shall therefore be entitled to any and all remedies under the Transaction
      Documents, and YA Global shall no longer be subject to the Conversion
      Restriction. 

    


    Furthermore,
      as a result of the agreement to partially fund the Company has agreed
      to:

    


    
      	1)  	
              Reduce
                the warrant exercise price on Warrant No.TCHL-1-1 issued to YA Global
                on
                April 20, 2007 to $0.001 per share.


            


    

    
      	2)  	
              Reduce
                the warrant exercise price on 1,200,000 of the shares of the Company’s
                Common Stock issuable under Warrant No. TLBT-5-1 issued to YA Global
                on or
                about July 2, 2007 to $0.001 per share.


            


    

    


    


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              RENEWAL
                FUELS Inc. 

            	 	
              YA
                GLOBAL INVESTMENTS, L.P.

            
	 	 	 
	
              By:
                /s/
                John King    

            	 	
              By:
                Yorkville Advisors, LLC

            
	
              Name: 
                John King

            	 	
              Its:
                Investment Manager

            
	
              Title:   
                President

            	 	 
	 	 	
              By:
                /s/
                Mark Angelo

            
	 	 	
              Name:
                Mark Angelo

            
	 	 	
              Title:  
                President and Portfolio
                Manager