DISTRIBUTION AND CONTRIBUTION AGREEMENT
                     ---------------------------------------

         This Distribution and Contribution Agreement made effective the 23rd
day of January, 2003 by and between FuelNation, Inc. a Florida corporation
("Fuel") and William C. Schlecht and FuelNation Travel Center, LLC, a Florida
limited company ("Schlecht").

         WHEREAS, Schlecht, owns a 100% membership interest (the "interest") in
FuelNation Travel Center, LLC ("FuelNation Travel"); and

         WHEREAS, Schlecht has agreed to stay on as manager of the FuelNation
Travel Center, LLC until the completion of the funding of the $100 million
dollar secured taxable revenue note and the completion of the construction.

         WHEREAS, the parties desire to provide for the distribution of certain
number of Shares to Schlecht in consideration of Schlecht's contributions and
other consideration as set forth herein.

         NOW THEREFORE, in consideration of the above premises for other good
and valuable consideration, the parties agree as follows:

1.       Recitations. The above described recitations are true and correct and
         incorporated into the terms hereof by this reference.

2.       Distribution of Shares. Fuel agrees to cause 100,000 Shares to be
         distributed to Schlecht during 6 months following the execution of this
         Agreement.

3.       Contribution and Consideration by Schlecht. In consideration of
         Schlecht's receipt of the Shares as set-forth above, Schlecht agrees to
         cause FuelNation Travel Center, LLC to assign its Interest to Fuel upon
         the successful funding of the $100 million dollar secured taxable
         revenue note and written approval from lender

4.       Further Assurances. The parties hereby agree upon the request of the
         other party at any time each will execute and deliver such other
         applicable documents and instruments of conveyance and transfer, and to
         take such other action as may reasonably be required to more
         effectively to convey, transfer and vest in the other party the full
         and complete ownership of the Shares or the Interest, as the case may
         be as contemplated hereby.

5.       Miscellaneous Provisions.

         A.       Benefits. This Agreement shall be binding upon and inure to
                  the benefit of all of the parties hereto and their respective
                  heirs, legal representatives, successors and assigns
                  hereunder. Each party agrees to take such action, execute and
                  deliver such further and/or documents as reasonably necessary
                  to effectuate and perfect the transactions contemplated
                  herein.

         B.       Severability. In the event that any one or more provisions of
                  this Agreement shall be deemed to be illegal or unenforceable,
                  such illegality or unenforceability shall not affect any of
                  the remaining legal and enforceable provisions hereof which
                  shall be construed as if such illegal or unenforceable
                  provisions had not been inserted.

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         C.       Notices. All notices, requests, demands and other
                  communications hereunder shall be in writing and shall be
                  deemed to have been duly given if delivered by hand or mailed,
                  certified or registered mail, return receipt requested, with
                  postage prepaid, to the address of each of the parties set
                  forth above or to such other person and place as any party
                  shall furnish to the other party by like Notice in writing.

         D.       Litigation. In the event that any of the parties to this
                  Agreement institutes a lawsuit or other proceeding against any
                  other party or parties to this Agreement to enforce any of
                  their rights hereunder or under any document executed or
                  delivered in connection herewith, the prevailing party in such
                  action shall be entitled to recover from the other party or
                  parties all reasonable costs thereof, including, without
                  limitation, reasonable attorneys' fees and costs (including
                  appeals).

         E.       Counterparts/Facsimile Copies. This Agreement may be executed
                  simultaneously in two or more counterparts, each of which
                  shall be deemed an original, but all of which together shall
                  constitute one and the same instrument. Facsimile executions
                  of this Agreement shall constitute a legal and binding
                  signature.

         F.       Governing Law. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of Florida.
                  To the extent applicable, venue for any action concerning this
                  Agreement (except for the status of arbitration) shall be
                  Broward County, Florida.

         G.       Headings. The headings in the sections and paragraphs of this
                  Agreement are inserted for convenience of reference only and
                  shall not constitute a part hereof.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.

                                       FuelNation Inc., a Florida corporation

                                       By: /s/ WILLIAM C. SCHLECHT
                                           -------------------------------------
                                           William C. Schlecht, Secretary

                                           William C. Schlecht, individually


                                       By: /s/ WILLIAM C. SCHLECHT
                                           -------------------------------------
                                           William C. Schlecht


                                       Agreed and Accepted by:
                                       FUELNATION TRAVEL CENTER, LLC

                                       By: /s/ WILLIAM C. SCHLECHT
                                           -------------------------------------
                                           William C. Schlecht

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