EXHIBIT 10.1








EMPLOYMENT AGREEMENT



            This Employment Agreement ("Agreement") is made by and between ALL Fuels & Energy
Company, a duly organized Delaware corporation (“Employer”), and Dean E. Sukowatey
(“Employee”).



WITNESSETH:

 

WHEREAS, in 2006, Employer's now-subsidiary, ALL Energy Company, a
Delaware corporation, entered into an employment agreement (the "Original
Agreement") with Employee, under which Employee has served Employer as its
President and Chief Executive Officer; and

 

WHEREAS, Employer and Employee desire to replace the Original Agreement with
this Employment Agreement; and

 

WHEREAS, Employee is willing to be employed by Employer, and Employer is
willing to employ Employee, as President and Chief Executive Officer on the terms,
covenants and conditions hereinafter set forth; and

 

WHEREAS, Employer and its affiliates have accumulated valuable and confidential
information, including, without limitation, trade secrets and know-how relating to the
ethanol production industry, marketing plans, business strategies and other business
records; and

 

WHEREAS, the giving of the covenants contained herein is a condition precedent
to the employment of Employee by Employer and Employee acknowledges that the
execution of this Agreement and the entering into of these covenants is an express
condition of his employment by Employer and that said covenants are given in
consideration for such employment and the other benefits conferred upon him by this
Agreement; and



            NOW, THEREFORE, in consideration of such employment and other valuable consideration,
the receipt and adequacy of which is hereby acknowledged, Employer and Employee hereby agree
as follows:



SECTION  I.  TERMINATION OF THE ORIGINAL AGREEMENT



            Employer and Employee agree that, effective at the beginning of the term of this Agreement,
the Original Agreement shall terminate and be of no further effect.  Employer and Employee each
agree to execute such other documents as may be necessary to effectuate the termination of the
Original Agreement.



SECTION II.  EMPLOYMENT OF EMPLOYEE



            Employer hereby employs, engages and hires Employee as President and Chief Executive
Officer of Employer, and Employee hereby accepts and agrees to such hiring, engagement and
employment, subject to the general supervision of the Board of Directors of Employer.  Employee
shall perform duties as are customarily performed by one holding such position in other, same or
similar businesses or enterprises as that engaged in by Employer, and shall also additionally render
such other and unrelated services and duties as may be reasonably assigned to him from time to time
by Employer.  With the exception of Employee’s serving on various boards of directors and advisory
roles to companies, assuming any such position does not result in a conflict of interest, Employee
shall devote his full-time efforts to the performance of his duties as President and Chief Executive
Officer of Employer.



SECTION III.  EMPLOYEE'S PERFORMANCE



            Employee hereby agrees that he will, at all times, faithfully, industriously and to the best of
his ability, experience and talents, perform all of the duties that may be required of and from him
pursuant to the express and implicit terms hereof, to the reasonable satisfaction of Employer.



SECTION IV.  COMPENSATION OF EMPLOYEE



            Employer shall pay Employee, and Employee shall accept from Employer, in full payment
for Employee's services hereunder, compensation as follows:

 

            A.        Bonus, Salary and Other Compensation.  Employee shall be paid the compensation
set forth in Exhibit IV(A).

 

            B.        Expenses.  It is acknowledged that, during the term of employment, Employee will
be required to incur ordinary and necessary business expenses on behalf of Employer
in connection with the performance of his duties hereunder. Employer shall
reimburse Employee promptly the amount of all such expenses upon presentation of
itemized vouchers or other evidence of those expenditures.

 

            C.        Vacations.  During the term of this Agreement, Employee shall be entitled to four (4)
weeks’ paid vacation.



SECTION V.  INDEMNIFICATION OF EMPLOYEE



            As further consideration of Employee's executing this Agreement, Employer shall have
executed, prior to the execution of this Agreement, an Indemnity Agreement (the “Indemnity
Agreement”), in the form attached hereto as Exhibit V. The obligations under the Indemnity
Agreement shall survive the termination of this Agreement.



SECTION VI.  COMPANY POLICIES



            Employee agrees to abide by the policies, rules, regulations or usages applicable to Employee
as established by Employer from time to time and provided to Employee in writing.



SECTION VII.  TERM AND TERMINATION

 

            A.        Term. The term of this Agreement shall be a period of five (5) years, commencing
on December 18, 2009. This Agreement shall renew for additional one-year periods,
provided neither party hereto submits a written notice of termination within six (6)
months prior to the termination of either the initial term hereof or any renewal term.

 

Notwithstanding the foregoing, the initial term hereof shall be extended for a period
equal to the period of time from December 18, 2009, to the date of closing of
Employer’s first Ethanol Transaction. This date of closing is referred to herein as the
“Employee Compensation Date”. For purposes hereof, the term “Ethanol
Transaction” means a transaction whereby Employer acquires an ethanol production
facility or becomes the primary operator of an ethanol production facility.

 

            B.        Termination. Employer agrees not to terminate this Agreement except for "just
cause". For purposes of this Agreement, "just cause" shall mean (1) the willful failure
or refusal of Employee to implement or follow the written policies or directions of
Employer's Board of Directors, provided that Employee's failure or refusal is not
based upon Employee's belief in good faith, as expressed to Employer in writing, that
the implementation thereof would be unlawful; (2) conduct which is inconsistent
with Employee's positions, including director, with Employer and which results in
a material adverse effect (financial or otherwise) or misappropriation of assets of
Employer; (3) the intentional causing of material damage to Employer's physical
property; and (4) any act involving personal dishonesty or criminal conduct against
Employer.

 

Employer agrees that if it discharges Employee for any reason other than just cause,
as is solely defined above, Employee will be entitled to full compensation for two
years or the remainder of the then-current term, initial or renewal, as the case may be,
of employment, whichever is greater.

 

If Employee should cease his employment hereunder voluntarily for any reason, or
is terminated for just cause, all compensation and benefits payable to Employee shall
thereupon, without any further writing or act, cease, lapse and be terminated.
However, all reimbursements which accrued prior to Employee's ceasing
employment or termination, will become immediately due and payable and shall be
payable to Employee's estate should his employment cease due to death.



SECTION VIII.  COMPLETE AGREEMENT



            This Agreement contains the complete agreement concerning the employment arrangement
between the parties hereto and shall, as of the effective date hereof, supersede all other agreements
between the parties. The parties hereto stipulate that neither of them has made any representation
with respect to the subject matter of this Agreement or any representations including the execution
and delivery hereof, except such representations as are specifically set forth herein and each of the
parties hereto acknowledges that he or it has relied on his or its own judgment in entering into this
Agreement. The parties hereto further acknowledge that any payments or representations that may
have heretofore been made by either of them to the other are of no effect and that neither of them has
relied thereon in connection with his or its dealings with the other.



SECTION IX.  WAIVER; MODIFICATION



            The waiver by either party of a breach or violation of any provision of this Agreement shall
not operate as, or be construed to be, a waiver of any subsequent breach hereof No waiver or
modification of this Agreement or of any covenant, condition or limitation herein contained shall be
valid unless in writing and duly executed by the party to be charged therewith and no evidence of
any waiver or modification shall be offered or received in evidence of any proceeding or litigation
between the parties hereto arising out of, or affecting, this Agreement, or the rights or obligations
of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid,
and the parties further agree that the provisions of this Section IX may not be waived except as
herein set forth.



SECTION X.  SEVERABILITY



            All agreements and covenants contained herein are severable, and in the event any one of
them, with the exception of those contained in Sections II, IV, V and VI hereof, shall be held to be
invalid in any proceeding or litigation between the parties, this Agreement shall be interpreted as if
such invalid agreements or covenants were not contained herein.



SECTION XI.  NOTICES



            Any and all notices will be sufficient if furnished in writing, sent by registered mail to his last
known residence, in case of Employee, or, in case of Employer, to its principal office address.



SECTION XII.  REPRESENTATIONS OF EMPLOYER



            The execution of this Agreement by Employer has been approved by the Board of Directors
of Employer.



SECTION XIII.  REPRESENTATIONS OF EMPLOYEE

 

            A.        Employee hereby represents to Employer that he is under no legal disability with
respect to his entering into this Agreement.

 

            B.        Employee represents and warrants that his entering into this Agreement will not
result in a breach of any contract or other agreement to which Employee is a party.

 

            C.        Employee represents and warrants that he is a director of Employer and has
investigated Employer, its financial condition, business and prospects, and has had
the opportunity to ask questions of, and to receive answers from, Employer with
respect thereto.

 

            D.        Employee represents and warrants that he understands that the shares of common
stock to be issued to him pursuant to this Agreement shall not have been registered
under the Securities Act and applicable state securities laws in reliance on the
exemption provided by Section 4(2) of the Securities Act, relating to transactions not
involving a public offering and corresponding state securities laws regarding non-public offerings.

 

            E.        Employee represents and warrants that the shares of common stock to be issued to
him pursuant to this Agreement are not being acquired with a view to or for the
hypothecation, resale or distribution thereof and that he has no present plans to enter
into any contract, undertaking, agreement or arrangement for such resale or
distribution.

 

            F.        Employee further consents to the placement of the following legend, or a legend
similar thereto, on the certificates representing the shares of common stock to be
issued to him pursuant to this Agreement:

 

“THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THE
EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO
THE CORPORATION TO THE EFFECT THAT ANY SUCH PROPOSED
TRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES
AND REGULATIONS.”



SECTION XIV.  COUNTERPARTS



            This Agreement may be executed in duplicate counterparts, each of which shall be deemed
an original and, together, shall constitute one and the same agreement, with one counterpart being
delivered to each party hereto.



SECTION XV.  BENEFIT



            The provisions of this Agreement shall extend to the successors, surviving corporations and
assigns of Employer and to any purchaser of substantially all of the assets and business of Employer.
The term "Employer" shall be deemed to include Employer, any joint venture, partnership, limited
liability company, corporation or other juridical entity. in which Employer shall have an interest,
financial or otherwise.



SECTION XVI.  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 Des Moines, Iowa, 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.



SECTION XVII.  LEGAL REPRESENTATION



            Employer and Employee both acknowledge that each has utilized separate legal counsel with
respect to this Agreement. Specifically, Employee acknowledges that the law firm of Newlan &
Newlan has drafted this Agreement on behalf of Employer. EMPLOYEE IS ADMONISHED TO
SEEK HIS OWN LEGAL COUNSEL.



SECTION XVIII.  GOVERNING LAW



            It is the intention of the parties hereto that this Agreement and the performance hereunder
and all suits and special proceedings hereunder be construed in accordance with and under and
pursuant to the laws of the State of Iowa, and that, in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason of this Agreement,
the laws of the State of Iowa shall be applicable and shall govern to the exclusion of the law of any
other forum, without regard to the jurisdiction in which any such action or special proceeding may
be instituted.



            IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 18th
of December, 2009.


	 

	EMPLOYER:



ALL FUELS & ENERGY COMPANY







By: /s/ JAMES R. BROGHAMMER

            James R. Broghammer

            Director

	EMPLOYEE:







/s/ DEAN E. SUKOWATEY

Dean E. Sukowatey, individually 



Address of Employee:

6165 N.W. 86th Street

Johnston, Iowa 50131









Exhibit III(A)



Statement of Compensation



Statement of Compensation – Dean E. Sukowatey



            Bonus.  Upon the consummation of an acquisition of an ethanol plant by Employer,
Employee shall be issued, as and for a bonus, 1,284,466 shares of Employer Common Stock, which
shares shall be valued at the last sale price of the Corporation’s common stock, as reported by the
OTC Bulletin Board, on the date of mutual execution hereof.



            Salary.  Prior to the Employee Compensation Date, Employee shall continue to be
compensated on the terms and conditions contained in the Original Agreement.



            Beginning on the Employee Compensation Date, Employee shall be paid as and for a salary,
which salary shall begin to accrue on the Employee Compensation Date, as that term is defined in
the Employment Agreement to which this Exhibit IV(A) relates:



                        (1)       for the first twelve (12) months following the Employee Compensation Date,
Employee shall be paid the aggregate sum of $240,000, payable bi-monthly, net of lawful and
required withholding; and



                        (2)       for months thirteen (13) through twenty four (24) of the initial employment
term following the Employee Compensation Date, Employee shall be paid the aggregate sum of
$260,000, payable bi-monthly, net of lawful and required withholding; and



                        (3)       for months twenty five (25) through thirty six (36) of the initial employment
term following the Employee Compensation Date, Employee shall be paid the aggregate sum of
$280,000, payable bi-monthly, net of lawful and required withholding; and



                        (4)       for each of the subsequent months of the initial term, and for each renewal
term, of the Employment Agreement to which this Exhibit IV(A) relates, Employee shall be paid the
sum of $300,000 annually, payable bi-monthly, net of lawful and required withholding.



Beginning on the Employee Compensation Date and continuing until the expiration or termination
of the Employment Agreement to which this Exhibit IV(A) relates, Employee shall be entitled to the
following:



            Cellular Phone.  Employer shall reimburse Employee for use of his current cellular phone
in performing his responsibilities with Employer.



            Notebook Computer.  Employer shall provide Employee with a notebook computer, printer,
fax and monthly internet connection for his use in performing his responsibilities with Employer.



            Automobile Allowance.  Employer shall pay, on behalf of Employee, an automobile
allowance for a Chevrolet Suburban or substantially equivalent vehicle which Employer shall acquire
or lease for Employee’s use in performing his responsibilities with Employer.  Employer shall
reimburse Employee for all direct operating expenses of the automobile, including, but not limited
to, insurance, gasoline, repairs and maintenance.



            Insurance and Other Benefits.  As further consideration for his covenants contained in the
Employment Agreement to which this Exhibit IV(A) relates, Employer will add Employee, including
Employee's significant other, Julie M. Stevenson, with such health, dental and vision insurance as
it offers other employees and other benefits, including a 401(k) plan, as may be established by
Employer from time to time with respect to its employees in accordance with Employer's established
procedures.  Employee shall be entitled to Directors' and Officers' indemnification insurance
coverage to the same extent as is provided to other persons employed as officers of Employer.



            Other Compensation Plans.  Employee shall be entitled to participate, to the same extent as
is provided to other persons employed by Employer, in any future stock bonus plan, stock option
plan or employee stock ownership plan of Employer.