ex101.htm


    
      	
              EXHIBIT
                10.1

            


    


    INDEMNITY AGREEMENT


     THIS AGREEMENT is made and entered into as of the 23rd day of
      January, 2008, by and between ALL Fuels & Energy Company, a Delaware
      corporation (the “Corporation”), and Mark Leonard (“Agent”).


    RECITALS


    WHEREAS, Agent performs a valuable service to the Corporation in his
      capacity as a Director of the Corporation;


    WHEREAS, the Corporation’s bylaws (the “Bylaws”) provide for the
      indemnification of the directors, officers, employees and other agents of the
      Corporation, including persons serving at the request of the Corporation in
      such
      capacities with other corporations or enterprises, as authorized by the Delaware
      General Corporation Law (the “GCL”);


    WHEREAS, the Bylaws and the GCL, by their non-exclusive nature, permit
      contracts between the Corporation and its agents, officers, employees and other
      agents with respect to indemnification of such persons; and


    WHEREAS, in order to induce Agent to continue to serve as a Director of
      the
      Corporation, the Corporation has determined and agreed to enter into this
      Agreement with Agent;


     NOW, THEREFORE, in consideration of Agent’s continued service as a
      Director of the Corporation after the date hereof, the parties hereto agree
      as
      follows:


    AGREEMENT


     1. SERVICES TO THE CORPORATION. Agent will serve, at the will of the
      Corporation or under separate contract, if any such contract exists, as a
      director, officer or other fiduciary of an affiliate of the Corporation
      (including any employee benefit plan of the Corporation) faithfully and to
      the
      best of his ability so long as he is duly elected and qualified in accordance
      with the provisions of the Bylaws or other applicable charter documents of
      the
      Corporation or such affiliate; provided, however, that Agent may at any time
      and
      for any reason resign from such position (subject to any contractual obligation
      that Agent may have assumed apart from this Agreement) and that the Corporation
      or any affiliate shall have no obligation under this Agreement to continue
      Agent
      in any such position.


     2. INDEMNITY OF AGENT. The Corporation hereby agrees to hold harmless
      and indemnify Agent to the fullest extent authorized or permitted by the
      provisions of the Bylaws and the GCL, as the same may be amended from time
      to
      time (but, only to the extent that such amendment permits the Corporation to
      provide broader indemnification rights than the Bylaws or the GCL permitted
      prior to adoption of such amendment), as follows:


      (a) against any and all expenses (including attorneys’ fees),
      witness fees, damages, judgments, fines and amounts paid in settlement and
      any
      other amounts that Agent becomes legally obligated to pay because of any claim
      or claims made against him in connection with any threatened, pending or
      completed action, suit or proceeding, whether civil, criminal, arbitrational,
      administrative or investigative (including an action by or in the right of
      the
      Corporation) to which Agent is, was or at any time becomes a party, or is
      threatened to be made a party, by reason of the fact that Agent is, was or
      at
      any time becomes a director, officer, employee or other agent of Corporation,
      or
      is or was serving or at any time serves at the request of the Corporation as
      a
      director, officer, employee or other agent of another corporation, partnership,
      joint venture, trust, employee benefit plan or other enterprise; and


      (b) otherwise to the fullest extent as may be provided to Agent
      by the Corporation under the non-exclusivity provisions of the GCL and the
      Bylaws.


     3. LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to
      Section 2 hereof shall be paid by the Corporation:


      (a) on account of any claim against Agent solely for an
      accounting of profits made by Agent in violation of Section 16 of the Securities
      Exchange Act of 1934 and amendments thereto or similar provisions of any
      federal, state or local statutory law;


      (b) on account of Agent’s conduct that is established by a
      final judgment as knowingly fraudulent or deliberately dishonest or that
      constituted willful misconduct;


      (c) on account of Agent’s conduct that is established by a
      final judgment as constituting a breach of Agent’s duty of loyalty to the
      Corporation or resulting in any personal profit or advantage to which Agent
      was
      not legally entitled;


      (d) for which payment is actually made to Agent under a valid
      and collectible insurance policy or under a valid and enforceable indemnity
      clause, bylaw or agreement, except in respect of any excess beyond payment
      under
      such insurance, clause, bylaw or agreement;


      (e) if indemnification is not lawful (and, in this respect,
      both the Corporation and Agent have been advised that the Securities and
      Exchange Commission believes that indemnification for liabilities arising under
      the federal securities laws is against public policy and is, therefore,
      unenforceable and that claims for indemnification should be submitted to
      appropriate courts for adjudication); or


      (f) in connection with any proceeding (or part thereof)
      initiated by Agent, or any proceeding by Agent against the Corporation or its
      directors, officers, employees or other agents, unless (i) such indemnification
      is expressly required to be made by law, (ii) the proceeding was authorized
      by
      the Board of Directors of the Corporation, (iii) such indemnification is
      provided by the Corporation, in its sole discretion, pursuant to the powers
      vested in the Corporation under the GCL, or (iv) the proceeding is initiated
      pursuant to Section 8 hereof.


     4. CONTINUATION OF INDEMNITY. All agreements and obligations of the
      Corporation contained herein shall continue during the period Agent is a
      director, officer, employee or other agent of the Corporation (or is or was
      serving at the request of the Corporation as a director, officer, employee
      or
      other agent of another corporation, partnership, joint venture, trust, employee
      benefit plan or other enterprise) and shall continue thereafter so long as
      Agent
      shall be subject to any possible claim or threatened, pending or completed
      action, suit or proceeding, whether civil, criminal, arbitrational,
      administrative or investigative, by reason of the fact that Agent was serving
      in
      the capacity referred to herein.


     5. PARTIAL INDEMNIFICATION. Agent shall be entitled under this
      Agreement to indemnification by the Corporation for a portion of the expenses
      (including attorneys’ fees), witness fees, damages, judgments, fines and amounts
      paid in settlement and any other amounts that Agent becomes legally obligated
      to
      pay in connection with any action, suit or proceeding referred to in Section
      2
      hereof even if not entitled hereunder to indemnification for the total amount
      thereof, and the Corporation shall indemnify Agent for the portion thereof
      to
      which Agent is entitled.


     6. NOTIFICATION AND DEFENSE OF CLAIM. Not later than thirty (30) days
      after receipt by Agent of notice of the commencement of any action, suit or
      proceeding, Agent will, if a claim in respect thereof is to be made against
      the
      Corporation under this Agreement, notify the Corporation of the commencement
      thereof; but the omission so to notify the Corporation will not relieve it
      from
      any liability which it may have to Agent otherwise than under this Agreement.
      With respect to any such action, suit or proceeding as to which Agent notifies
      the Corporation of the commencement thereof:


      (a) the Corporation will be entitled to participate therein at
      its own expense;


      (b) except as otherwise provided below, the Corporation may, at
      its option and jointly with any other indemnifying party similarly notified
      and
      electing to assume such defense, assume the defense thereof, with counsel
      reasonably satisfactory to Agent. After notice from the Corporation to Agent
      of
      its election to assume the defense thereof, the Corporation will not be liable
      to Agent under this Agreement for any legal or other expenses subsequently
      incurred by Agent in connection with the defense thereof except for reasonable
      costs of investigation or otherwise as provided below. Agent shall have the
      right to employ separate counsel in such action, suit or proceeding but the
      fees
      and expenses of such counsel incurred after notice from the Corporation of
      its
      assumption of the defense thereof shall be at the expense of Agent unless (i)
      the employment of counsel by Agent has been authorized by the Corporation,
      (ii)
      Agent shall have reasonably concluded, and so notified the Corporation, that
      there is an actual conflict of interest between the Corporation and Agent in
      the
      conduct of the defense of such action or (iii) the Corporation shall not in
      fact
      have employed counsel to assume the defense of such action, in each of which
      cases the fees and expenses of Agent’s separate counsel shall be at the expense
      of the Corporation. The Corporation shall not be entitled to assume the defense
      of any action, suit or proceeding brought by or on behalf of the Corporation
      or
      as to which Agent shall have made the conclusion provided for in clause (ii)
      above; and


      (c) the Corporation shall not be liable to indemnify Agent
      under this Agreement for any amounts paid in settlement of any action or claim
      effected without its written consent, which shall not be unreasonably withheld.
      The Corporation shall be permitted to settle any action except that it shall
      not
      settle any action or claim in any manner which would impose any penalty or
      limitation on Agent without Agent’s written consent, which may be given or
      withheld in Agent’s sole discretion.


     7. EXPENSES. The Corporation shall advance, prior to the final
      disposition of any proceeding, promptly following request therefor, all expenses
      incurred by Agent in connection with such proceeding upon receipt of an
      undertaking by or on behalf of Agent to repay said amounts if it shall be
      determined ultimately that Agent is not entitled to be indemnified under the
      provisions of this Agreement, the Bylaws, the GCL or otherwise.


     8. ENFORCEMENT. Any right to indemnification or advances granted by
      this Agreement to Agent shall be enforceable by or on behalf of Agent in any
      court of competent jurisdiction if (i) the claim for indemnification or advances
      is denied, in whole or in part, or (ii) no disposition of such claim is made
      within ninety (90) days of request therefor. Agent, in such enforcement action,
      if successful in whole or in part, shall be entitled to be paid also the expense
      of prosecuting his claim. It shall be a defense to any action for which a claim
      for indemnification is made under Section 3 hereof (other than an action brought
      to enforce a claim for expenses pursuant to Section 8 hereof, provided that
      the
      required undertaking has been tendered to the Corporation) that Agent is not
      entitled to indemnification because of the limitations set forth in Section
      4
      hereof. Neither the failure of the Corporation (including its Board of Directors
      or its shareholders) to have made a determination prior to the commencement
      of
      such enforcement action that indemnification of Agent is proper in the
      circumstances, nor an actual determination by the Corporation (including its
      Board of Directors or its shareholders) that such indemnification is improper
      shall be a defense to the action or create a presumption that Agent is not
      entitled to indemnification under this Agreement or otherwise.


     9. SUBROGATION. In the event of payment under this Agreement, the
      Corporation shall be subrogated to the extent of such payment to all of the
      rights of recovery of Agent, who shall execute all documents required and shall
      do all acts that may be necessary to secure such rights and to enable the
      Corporation effectively to bring suit to enforce such rights.


     10. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on Agent by this
      Agreement shall not be exclusive of any other right which Agent may have or
      hereafter acquire under any statute, provision of the Corporation’s Certificate
      of Incorporation or Bylaws, agreement, vote of shareholders or directors, or
      otherwise, both as to action in his official capacity and as to action in
      another capacity while holding office.

     

     

     11.       SURVIVAL
      OF RIGHTS.


     

      (a) The rights conferred on Agent by this Agreement shall
      continue after Agent has ceased to be a director, officer, employee or other
      agent of the Corporation or to serve at the request of the Corporation as a
      director, officer, employee or other agent of another corporation, partnership,
      joint venture, trust, employee benefit plan or other enterprise and shall inure
      to the benefit of Agent’s heirs, executors and administrators.


      (b) The Corporation shall require any successor (whether direct
      or indirect, by purchase, merger, consolidation or otherwise) to all or
      substantially all of the business or assets of the Corporation, expressly to
      assume and agree to perform this Agreement in the same manner and to the same
      extent that the Corporation would be required to perform if no such succession
      had taken place.


     12. SEPARABILITY. Each of the provisions of this Agreement is a
      separate and distinct agreement and independent of the others, so that if any
      provision hereof shall be held to be invalid for any reason, such invalidity
      or
      unenforceability shall not affect the validity or enforceability of the other
      provisions hereof. Furthermore, if this Agreement shall be invalidated in its
      entirety on any ground, then the Corporation shall nevertheless indemnify Agent
      to the fullest extent provided by the Bylaws, the GCL or any other applicable
      law.


     13. ARBITRATION. The parties agree that any dispute arising between
      them related to this Agreement or the performance hereof shall be submitted
      for
      resolution to the American Arbitration Association for arbitration in the
      Chicago, Illinois, office of the Association under the then-current rules of
      arbitration. The Arbitrator or Arbitrators shall have the authority to award
      to
      the prevailing party its reasonable costs and attorneys fees. Any award of
      the
      Arbitrators may be entered as a judgment in any court competent
      jurisdiction.


     14. GOVERNING LAW. This Agreement shall be interpreted and enforced
      in accordance with the laws of the State of Delaware.


     15. AMENDMENT AND TERMINATION. No amendment, modification,
      termination or cancellation of this Agreement shall be effective unless in
      writing signed by both parties hereto.


     16. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or
      more counterparts, each of which shall for all purposes be deemed to be an
      original but all of which together shall constitute but one and the same
      Agreement. Only one such counterpart need be produced to evidence the existence
      of this Agreement.


     17. HEADINGS. The headings of the sections of this Agreement are
      inserted for convenience only and shall be deemed to constitute part of this
      Agreement or to affect the construction hereof.


     18. NOTICES. All notices, requests, demands and other communications
      hereunder shall be in writing and shall be deemed to have been duly given (i)
      upon delivery if delivered by hand to the party to whom such communication
      was
      directed or (ii) upon the third business day after the date on which such
      communication was mailed if mailed by certified or registered mail with postage
      prepaid:


      (a) If to Agent, at the address indicated on the signature page
      hereof.


      (b) If to the Corporation, to:

      ALL Fuels & Energy Company, 6165 N.W. 86th Street,
      Johnston, Iowa 50131.


    or to such other address as may have been furnished to Agent by the
      Corporation.


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement
      on and as of the day and year first above written.


    
      	
              ALL FUELS & ENERGY COMPANY


              By: /s/ DEAN E. SUKOWATEY

               Dean E. Sukowatey

               President

            	
               AGENT



               /s/ MARK LEONARD

               Mark Leonard, individually


               Address of Agent:


               ________________________


               ________________________


               ________________________