FIRST
      AMENDMENT OF DEVELOPMENT AGREEMENT

    


    


    THIS
      FIRST AMENDMENT OF DEVELOPMENT AGREEMENT is effective as of August 8, 2007,
      between Fuel Frontiers, Inc., a Nevada corporation and Kentucky Fuel Associates,
      Inc., a Kentucky corporation, collectively known as (the “Parties”)

    


    WHEREAS,
      the Parties mutually agree to amend the Development Agreement first entered
      into
      between the Parties on July 30, 2007:

    


    NOW,
      THEREFORE, in consideration of the premises contained herein and other good
      and
      valuable consideration, the receipt and legal sufficiency of which is hereby
      acknowledged, the Parties hereby agree that the Development Agreement be and
      the
      same hereby is amended as follows:

    


    1. Paragraph
      1(D) of the Development Agreement is hereby amended and restated in its entirety
      as follows:

    


    “1.
      D. KFA
      shall
      provide FFI with an initial funding of two million dollars ($2,000,000.00)
      which
      said payment shall be tendered within 21 days of the execution of this
      Agreement. If said funding is not completed within the allotted time, KFA will,
      to the satisfaction of FFI, provide evidence that complete funding is reasonably
      expected and will indicate the date whereupon funding shall be completed. Said
      funds shall be applied by FFI towards any and all costs and expenses incurred
      in
      the ordinary course of business for the development, construction and arranging
      of financing to closure of the first KFA/FFI production facility developed,
      including without limitation the following costs: engineering, procurement,
      administrative, development management, financing, legal, operations and
      maintenance costs for each said fuel production facility. Furthermore, FFI
      warrants that said funding shall not be used to pay any pre-existing financial
      obligations of FFI or Nuclear Solutions, Inc. For each site located thereafter
      by KFA and accepted by FFI for development of a fuel production facility, KFA
      shall provide, FFI with initial minimum project funding of two million dollars
      ($2,000,000.00) for any and all costs and expenses incurred in the ordinary
      course of business for the development, construction and arranging of financing
      to closure of the production facility, including without limitation the
      following costs: engineering, procurement, administrative, development
      management, financing, legal, operations and maintenance costs for each said
      fuel production facility.”

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    The
      Parties each hereby represents and warrants that they have full right, power
      and
      authority to enter into this Agreement and that the respective persons executing
      this Agreement are duly authorized to do so.

    


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

     

    Dated
      this 8th
      day of
      August, 2007.

    


    
      	
              FUEL
                FRONTIERS, INC.

            	
              KENTUCKY
                FUEL ASSOCIATES, INC.

            
	 	 
	
              Patrick
                Herda /s/

            	
              Garry
                Sparks /s/

            
	
              
                
                  

                

              

            	
              
                

              

            
	
              By:
                Patrick Herda

            	
              By:
                Garry Sparks

            
	
              Title:
                Chairman & CEO

            	
              Title:
                President