**Exhibit
      99.1**




**EMPLOYMENT
      AGREEMENT**




This
      Employment Agreement dated as of September 28, 2006 (this “Agreement”) is
      entered into by and between Energy King, Inc., a California corporation (the
      “Employer”), and Varin Larson (the “Employee”).




1. Employment .
      The
      Employer hereby employs the Employee and the Employee hereby accepts employment
      with the Employer upon the terms and subject to the conditions set forth
      herein.





2. Duties
      and Responsibilities .
      The
      Employee shall initially be employed as a Vice President of Marketing of the
      Employer and shall perform the services and functions relating to such position
      or otherwise reasonably incident to such position. The Employee shall be subject
      to the direction of the President of the Employer and such other officer or
      officers of the Employer as the Board of Directors or the President of the
      Employer may determine. Notwithstanding the foregoing, the Employee shall not
      be
      assigned or have any control or authority over the hazardous materials
      management or hazardous waste collection or disposal activities of the Company.
      The Employee will devote his best efforts and his full time and attention to
      the
      performance of his duties, except for paid time off as permitted by Employer's
      general policies. The employment relationship between the parties shall be
      governed by the general employment policies, practices and rules of the
      Employer, including without limitation the Employer's employee handbook, except
      that when the terms of this Agreement differ from or are in conflict with the
      Employer's general employment policies, practices or rules, this Agreement
      shall
      control.





3. Compensation .
      As
      compensation for his services under the terms of this Agreement:





(a) The
      Employee shall be paid an annual salary of $165,000, payable in accordance
      with
      the then-current payroll policies of the Employer (such annual salary is herein
      referred to as the "Base Salary").





(b) The
      Employee may also be selected to participate in certain additional incentive
      programs pursuant to which the Employee may receive additional compensation
      (the
      "Additional Compensation"), payable in accordance with the then-current payroll
      policies of the Employer with respect to the types of such
      compensation.





The
      Employee also shall be entitled to vacation or paid time off and holiday pay
      in
      accordance with the policies applicable to the Employer’s exempt salaried
      employees generally, except that the Employee shall be entitled to 15 days
      of
      vacation or paid time off each year.





4. Term .
      Subject
      to earlier termination as provided in this Agreement, the term of the Employee's
      employment under this Agreement shall be for a term commencing on the date
      of
      this Agreement and ending on August 31, 2008, subject to extension thereafter
      by
      mutual written agreement of the Employer and the Employee. The period commencing
      on the date of this Agreement and expiring on the scheduled expiration date
      of
      this Agreement (including any extension of such date) is referred to herein
      as
      the "Term."





5. Non-Competition,
      Non-Solicitation and Confidentiality .





(a) During
      the period the Employee is employed by the Employer or any other Buckeye Company
      (as defined below) and for a period of three (3) years **after
      the Employee ceases to be employed by the Employer or any other Buckeye Company
      for any reason, whether before or after the expiration of the
      Term,** except
      that in the case of a termination of employment pursuant to Section
      6(e) of this
      Agreement prior to the date on which the Term is then scheduled to expire,
      such
      period shall be extended to the date that is three (3) years following the
      scheduled expiration of the Term **(provided,
      however, that notwithstanding the foregoing, the provisions in subsections
      (i)
      and (ii) of this Section 5(a) shall apply as to any California resident or
      as to
      any Territory in California only during the period the Employee is employed
      by
      the Employer or any other Buckeye Company (or, in the case of a termination
      of
      employment pursuant to** **Section
      6(e)** **of this Agreement prior to the date on which the Term is then scheduled to
      expire, through the scheduled expiration of the Term) so long as California
      law
      and/or public policy do not permit the restrictions in such subsections to
      be
      enforced during the longer time period set forth above)** ,
      the
      Employee shall not:




(i) Directly
      or indirectly accept employment with, or render any service to or on behalf
      of,
      any person, firm or corporation that is engaged in the heating, air
      conditioning, cooling, ventilation or plumbing businesses or any other business
      that competes with the Employer or any Related Buckeye Company (as defined
      below) (a "Competitive Business") anywhere within the Territory (as defined
      below);





(ii) Directly
      or indirectly own, manage, operate, finance or control or participate in the
      ownership, management, operation, financing or control of, or be connected
      as a
      principal, agent, representative, consultant, advisor, investor, owner, partner,
      financier, manager or joint venturer with, or permit his name to be used by
      or
      in connection with, any Competitive Business anywhere in the Territory; *provided,
      however,* that the
      Employee may (A) invest as an investor in the voting securities of any person
      that is a reporting company under the Securities Exchange Act of 1934, as
      amended, so long as (1) the aggregate amount of such securities that the
      Employee owns directly or indirectly is less than two percent (2%) of the total
      outstanding voting securities of such person, and (2) the Employee has no other
      affiliation with such person, and (B) own shares of stock of Buckeye Ventures,
      Inc., a Michigan corporation ("Buckeye");





(iii) Contact,
      deal with or in any way solicit any person or entity that at any time during
      the
      period of three (3) years before the date of the Employee's termination was
      a
      customer of any Related Buckeye Company with which the Employee had actual
      contact or actual knowledge while in the employ of the Employer or any Related
      Buckeye Company or which was a customer of the Employer in an effort to (A)
      cause or induce, or act in a manner that has the effect of causing or inducing,
      such person or entity to purchase or otherwise obtain the benefit or use of
      any
      products or services within the area in which any such Buckeye Company does
      business or within the Territory that are provided by any Related Buckeye
      Company or the Employer from a person or entity that is other than a Buckeye
      Company, or (B) disrupt, damage, impair or interfere with, or act in any manner
      that has the effect of disrupting, damaging, impairing or interfering with,
      any
      existing or potential (1) agreement, (2) arrangement, (3) course of dealing,
      or
      (4) negotiations between any Related Buckeye Company and any such person or
      entity; or





(iv) Solicit
      the employment of any person who, at any time within one (1) year before or
      after the date of the Employee's termination, is employed by the Employer or
      any
      Related Buckeye Company, or contact any such person in an effort to or in any
      manner that suggests that such person should terminate or consider terminating
      such person’s employment or other relationship with the Employer or with any
      Related Buckeye Company.







The
      parties acknowledge that nothing in this Section 5 is intended or shall be
      deemed to prohibit the Employee after the Employee ceases to be employed or,
      if
      later, after the period for which the Employee is paid by the Employer pursuant
      to Section 6(e)) from providing consulting services to Competitive Businesses
      which are located and conduct their businesses outside of the Territory;
      provided such consulting services do not involve solicitations of or contact
      with customers of any Related Buckeye Company with which the Employee had actual
      contact or knowledge or solicitations of or contacts with customers of the
      Employer in violation of the provisions in clause (iii) above or solicitations
      of or contacts with employees or former employees in violation of clause (iv)
      above.




The
      term
      "Competitive Business" shall include in any event any business that the Employee
      knows is conducted in any material respect in the Territory by the Employer
      or
      any Related Buckeye Company. The Employee acknowledges that the Employer will
      have a business location at the date hereof in Sacramento, California and that
      the Employer currently provides, or has or will have the ability to provide
      goods and services to customers within a fifty (50) mile radius of its current
      location. The term "Buckeye Company" shall mean the Employer and its direct
      and
      indirect affiliates, including without limitation Buckeye and each parent,
      subsidiary, partnership, limited liability company, joint venturer or other
      related entity or any other entity directly or indirectly controlled by Buckeye;
      the term "Related Buckeye Company" shall mean any Buckeye Company where the
      Employee at any time during his employment by the Employer or any such Buckeye
      Company has performed significant services or was assigned or had any
      supervisory, managerial or other operational responsibility; and the term
“Territory” shall mean the area that consists of Sacramento, California, a fifty
      (50) mile radius of Sacramento, California or any other city in which the
      Employer or any Related Buckeye Company has a business location and fifty (50)
      mile radius any such business location.





(b) It
      is the
      desire and intent of each of the parties that the provisions of Section
      5(a) of this
      Agreement shall be enforced to the fullest extent permissible under applicable
      law. Accordingly, if any particular portion of Section
      5(a) shall be
      adjudicated to be invalid or unenforceable, Section
      5(a) shall be
      deemed amended to (i) reform the particular portion to provide for such maximum
      restrictions as will be valid and enforceable, or if that is not possible,
      then
      (ii) delete therefrom the portion thus adjudicated to be invalid or
      unenforceable.





(c) During
      the period during which the Employee is employed by the Employer or by any
      other
      Buckeye Company **and
      at all times thereafter** (regardless of the reason for termination of employment), the Employee will
      not
      divulge or appropriate to his own use or to the use of others any secret,
      confidential or proprietary information (the "Confidential Information")
      pertaining to the business of, or acquired from other persons or entities by,
      the Employer, Buckeye or any other Buckeye Company. Such Confidential
      Information includes, without limitation, trade secrets; customer lists;
      customer prospect lists; acquisition target lists; names, addresses, contact
      persons and other identifying information of customers, prospective customers
      and acquisition targets; the needs and preferences of customers and prospective
      customers; knowledge that customers or prospective customers possess or may
      possess a willingness to use the types of products or services offered by
      Employer, Buckeye or any other Buckeye Company; business methods, plans and
      strategies; marketing methods, plans and strategies; financial data; pricing
      information; other terms (including expiration dates) of customer contracts;
      and
      cost information, obtained by the Employee as a consequence of his employment,
      affiliation, agreements or position with the Employer, Buckeye or any other
      Buckeye Company. For purposes of this Agreement, Confidential Information does
      not include any information that is or becomes generally available to and known
      by the public (other than as a result of an unpermitted disclosure directly
      or
      indirectly by the Employee). The Employee will not remove any item of
      Confidential Information from the premises of any Buckeye Company except as
      the
      Employee's duties as an employee shall require or as otherwise authorized by
      the
      Employer, and upon any termination of the Employee's employment, the Employee
      shall immediately return all items (including without limitation all copies
      thereof) of Confidential Information, whether in printed, computer or other
      form, as well as all analyses, compilations, studies, reports, manuals,
      memoranda, notes, correspondence, charts, diagrams, designs, computer programs,
      sales formats, supplier lists and other documents (including without limitation
      all copies thereof), whether in printed, computer or other form, prepared by
      or
      for the Employee or in the Employee's possession or control that contain or
      are
      based in whole or in part upon such information, to Employer, or as otherwise
      directed by the Employer.


(d) The
        Employee acknowledges that Section
        5(a) and Section
        5(c) of this
        Agreement are expressly for the benefit of the Employer, that the Employer
        would
        be irreparably injured by a violation of Section
        5(a) or Section
        5(c) ,
        and
        that the Employer would have no adequate remedy at law in the event of such
        violation. Therefore, the Employee acknowledges and agrees that, in addition
        to
        any other remedies available, injunctive relief, specific performance or
        any
        other appropriate equitable remedy (without any bond or other security being
        required) are appropriate remedies to enforce compliance with Section
        5(a) and Section
        5(c) .





(e) The
      Employee further acknowledges that the covenants contained in Section
      5(a) and Section
      5(c) of this
      Agreement are of the essence of this Agreement, and agrees that the existence
      of
      any breach by the Employer of any provision of this Agreement, or the existence
      of any claim or cause of action of the Employee against the Employer, whether
      predicated on this Agreement or otherwise, shall not constitute a defense to
      the
      enforcement by the Employer of the provisions of Section
      5(a) or Section
      5(c) .
      Instead, in the event of any breach by Employer of any provision of this
      Agreement, the Employee's remedy shall be to bring an independent action for
      breach of contract against the Employer (except in the case of a dispute that
      is
      the subject of Section
      7 ,
      in
      which case the Employee's remedy is to invoke the dispute resolution mechanism
      set forth therein).





(f) **THE
      PROVISIONS OF THIS** **SECTION
      5** **SHALL CONTINUE IN EFFECT PURSUANT TO THEIR TERMS, NOTWITHSTANDING THE EXPIRATION
      OF THE TERM OR ANY OTHER TERMINATION OF THIS AGREEMENT.** No
      restriction contained in any part of this Section
      5 is
      intended or shall be deemed to limit any other provision contained in this Section
      5 or any
      other rights or remedies of the Employer or any other Buckeye Company, whether
      under this Agreement, any other agreement, or by law or otherwise.





6. Termination
      of Employment .





(a) For
      Due Cause .
      Nothing
      herein shall prevent the Employer from terminating, without prior notice, the
      Employee for "Due Cause" (as hereinafter defined), in which event the Employee
      shall be entitled to receive his Base Salary on a pro rata basis to the date
      of
      termination and any Additional Compensation that has been awarded to or earned
      by the Employee but not yet paid. In the event of such termination for Due
      Cause, all other rights and benefits the Employee may have under any benefit
      plans or programs of the Employer shall be determined in accordance with the
      terms and conditions of such plans or programs as if the Employee had
      voluntarily terminated his employment ( *e.g.,* he shall
      be entitled to any vested amounts under the 401(k) plan and to be paid for
      any
      accrued and unpaid vacation through the date of termination). The term "Due
      Cause" shall mean (i) the Employee has (A) committed a willful serious act,
      such
      as fraud, embezzlement or theft, (B) committed any act against the Employer
      or
      any other Buckeye Company intending to enrich himself at the expense of the
      Employer or any Buckeye Company, or (C) made any unauthorized use or disclosure
      of any trade secret or other confidential information (including any
      Confidential Information), whether pertaining to the business of the Employer
      or
      any Buckeye Company or otherwise, (ii) the Employee has been convicted of a
      felony or commits an act constituting a felony, (iii) the Employee has engaged
      in conduct which has caused or could cause material, significant or serious
      injury, whether monetary or otherwise, to the Employer or any other Buckeye
      Company, (iv) the Employee, in carrying out his duties hereunder, has been
      guilty of negligence or willful misconduct, (v) in the good faith determination
      of the Employer, the Employee’s performance, or the performance of the business
      operations for which the Employee is responsible, has failed to meet the goals
      and expectations established by the Employer, provided that such goals and
      expectations have been communicated to the Employee and the Employee has been
      provided with a specified period of time, as determined in good faith by the
      Employer, to achieve or accomplish such goals and expectations and, if the
      Employee fails to achieve or accomplish such goals and expectations but is
      diligently attempting to cure such failure, such failure has not been cured
      within a reasonable period of time not to exceed thirty (30) days after receipt
      of written notice from the Employer specifying in reasonable detail the nature
      of the failure, (vi) in the good faith determination of the Employer, the
      Employee has violated in any material way any of the Employer's rules, policies
      or procedures (including without limitation those set forth in the Employer's
      employee handbook or applied to Buckeye Companies generally), or (vii) in the
      good faith determination of the Employer, the Employee has otherwise materially
      breached this Agreement (including, without limitation, any failure to perform
      the duties assigned to him in accordance with this Agreement) and has not
      remedied such breach within five business days (or such longer period of time
      not to exceed thirty (30) days if the cure is commenced within five (5) business
      days, is diligently pursued in good faith and reasonably requires more than
      five
      (5) business days to remedy) after receipt of written notice from the Employer
      specifying in reasonable detail the nature of the breach.








(b) Due
      to
      Death .
      In the
      event of the death of the Employee, this Agreement shall terminate on the date
      of death and the estate of the Employee shall be entitled to receive the
      Employee's Base Salary (on a pro rata basis) through the end of the month in
      which he died and any Additional Compensation that has been awarded to or earned
      by the Employee but not yet paid. In the event of such termination due to death,
      all other rights and benefits the Employee (or his estate) may have under any
      benefit plans or programs of the Employer shall be determined in accordance
      with
      the terms and conditions of such plans or programs as if the Employee had
      voluntarily terminated his employment ( *e.g.,* his
      estate shall be entitled to any vested amounts under the 401(k) plan and to
      be
      paid for any accrued and unpaid vacation through the date of
      death).





(c) Disability .
      In the
      event the Employee suffers a "Disability" (as hereinafter defined), this
      Agreement shall terminate on the date on which the Disability occurs and the
      Employee shall be entitled to receive his Base Salary (on a pro rata basis)
      through the end of the month in which his employment is terminated due to the
      Disability and any Additional Compensation that has been awarded to or earned
      by
      the Employee but not yet paid. In the event of such termination due to
      Disability, all other rights and benefits the Employee may have under any
      benefit plans or programs of the Employer shall be determined in accordance
      with
      the terms and conditions of such plans or programs as if the Employee had
      voluntarily terminated his employment ( *e.g.,* he shall
      be entitled to any vested amounts under the 401(k) plan and to be paid for
      any
      accrued and unpaid vacation through the date of termination). For purposes
      of
      this Agreement, "Disability" shall mean the inability or incapacity (by reason
      of a medically determinable physical or mental impairment) of the Employee
      to
      perform the duties and responsibilities related to the job or position with
      the
      Employer described in Section
      2 of this
      Agreement for a period that lasts, or that can be reasonably expected to last,
      more than 180 days. Such inability or incapacity shall be documented to the
      reasonable satisfaction of the Employer by appropriate correspondence from
      an
      independent, qualified registered physician or physicians mutually selected
      by
      the Employer and the Employee within twenty (20) days of any request for the
      selection of a physician or physicians or, if the parties are unable or fail
      to
      agree upon a physician or physicians within such twenty (20) day period,
      selected by the Employer and reasonably acceptable to the Employee, and the
      Employee agrees to submit to an examination by such physician or physicians
      for
      the purpose of making such determination.





(d) Voluntary
      Termination .
      The
      Employee may voluntarily terminate his employment under this Agreement at any
      time by providing at least ninety days' prior written notice (or such shorter
      period as the Employer may elect) to the Employer. In such event, the Employee
      shall be entitled to receive his Base Salary until the date his employment
      terminates and any Additional Compensation that has been awarded to or earned
      by
      the Employee but not yet paid and all other rights and benefits the Employee
      may
      have under any benefit plans or programs of the Employer shall be determined
      in
      accordance with the terms and conditions of such plans or programs applicable
      in
      the case of employees who voluntarily terminate their employment ( *e.g.,* he shall
      be entitled to any vested amounts under the 401(k) plan and to be paid for
      any
      accrued and unpaid vacation through the date of termination).





(e) Constructive
      Termination Prior to Expiration of Term .








(i) If,
      prior
      to the expiration of the Term, the Employer:





(A) terminates
      the employment of the Employee for any reason other than (1) for Due Cause,
      (2)
      as a result of the death of the Employee or (3) because of a
      Disability;





(B) decreases
      the Employee's Base Salary below the level provided for by the terms of Section
      3(a) of this
      Agreement; or





(C) materially
      breaches any provision of this Agreement and such breach is not cured by the
      Employer within fifteen days (or such longer period not to exceed thirty (30)
      days if the cure is being diligently pursued in good faith and reasonably
      requires longer than fifteen days to cure) after receipt of written notice
      from
      the Employee specifying in reasonable detail the nature of such
      breach,





then
      such
      action by the Employer, unless consented to in writing by the Employee, shall
      be
      deemed to be a constructive termination by the Employer of the Employee's
      employment ("Constructive Termination"); *provided,
      however,* that
      except in the case of a termination by the Employer pursuant to clause (A)
      above, no Constructive Termination shall be deemed to have occurred unless
      the
      Employee notifies the Employer of the Employee's election to treat such event
      as
      a Constructive Termination within thirty (30) days of the occurrence of such
      event.





(ii) In
      the
      event of a Constructive Termination:





(A) the
      Employee may terminate his employment without being in breach hereof, and the
      Employee shall be entitled to receive any Additional Compensation that has
      been
      awarded to or earned by the Employee but not yet paid and his Base Salary
      through the balance of the Term, payable in a lump sum (but discounted by a
      reasonable factor as mutually determined by the Employer and the Employee)
      or in
      accordance with the then-current payroll policies of the Employer, at the option
      of the Employer; and





(B) all
      other
      rights and benefits the Employee may have under any benefit plans or programs
      of
      the Employer shall be determined in accordance with the terms and conditions
      of
      such plans or programs as if the Employee had voluntarily terminated his
      employment ( *e.g.,* he shall
      be entitled to any vested amounts under the 401(k) plan and to be paid for
      any
      accrued and unpaid vacation through the date of termination).





(iii) In
      the
      event of the death or Disability of the Employee following a Constructive
      Termination, the amounts set forth in Section
      6(e)(ii) of this
      Agreement shall continue to be owing and shall be paid to the estate of the
      Employee or to the Employee, as applicable.








7. Arbitration
      of Certain Disputes .
      In the
      event that the Employer advises the Employee that he is being terminated for
      Due
      Cause pursuant to Section
      6(a) and the
      Employee disputes such determination and instead claims that he is being
      terminated pursuant to Section
      6(e) ,
      the
      Employee must notify the Employer of his disagreement regarding the grounds
      for
      termination within thirty (30) days following the date of termination. The
      Employee agrees that if he fails to deliver such notice within such thirty
      (30)
      day period, he will lose the right to dispute whether the termination was
      pursuant to Section
      6(e) ,
      and he
      shall be limited to the rights and remedies provided for in Section
      6(a) .
      In the
      event that the Employee notifies the Employer of his disagreement within such
      thirty (30) day period, the dispute shall be resolved in accordance with the
      following provisions:





(a) The
      Employee shall, within ten (10) days of notifying the Employer of his
      disagreement, file a demand for arbitration with the American Arbitration
      Association.





(b) The
      dispute shall be resolved by a confidential, binding arbitration pursuant to
      the
      National Rules for the Resolution of Employment Disputes of the American
      Arbitration Association, as modified by the agreement of the parties as set
      forth below.





(c) The
      dispute shall be resolved by a single neutral arbitrator, who shall be selected
      by agreement of the parties, or selected in accordance with American Arbitration
      Association procedures if the parties cannot agree.





(d) The
      Employer and the Employee agree to engage in expedited discovery (including
      both
      document production and depositions) so that each party can obtain disclosure
      of
      relevant, non-privileged materials in a manner that will permit the close of
      discovery, and then the hearing on the merits, to occur within sixty (60) days
      after the filing of the arbitration demand, unless the parties mutually agree
      to
      extend such period.





(e) The
      sole
      issue to be resolved by the arbitrator shall be whether the termination was
      for
      Due Cause. If the arbitrator rules that the termination was not for Due Cause,
      the relief to be ordered by the arbitrator shall be limited to ordering the
      Employer to comply with the provisions of Section
      6(e)(ii) .





(f) Each
      party shall bear its own expenses (including without limitation the fees and
      expenses of legal counsel and accountants) in connection with such arbitration
      and the Employer and the Employee shall each bear one-half of the arbitrator's
      fees and expenses.





The
      Employee agrees that, pending the resolution of any dispute described in this Section
      7 ,
      he
      shall continue to be bound by the provisions of Section
      5 (including Section
      5(a) ),
      as if
      the termination was pursuant to Section
      6(a) .
      The
      Employee further agrees that, following the resolution of any dispute described
      in this Section
      7 ,
      he
      shall continue to be bound by the provisions of Section
      5 ,
      with
      the duration of the period provided for in Section
      5(a) determined by the outcome of the arbitration.








8. Withholding .
      All
      payments and benefits under this Agreement for which withholding is required
      under applicable law will be made subject to the required
      withholding.





9. Notices .
      All
      notices, requests, demands and other communications given under or by reason
      of
      this Agreement shall be in writing and shall be deemed given when delivered
      in
      person or when mailed, by certified mail (return receipt requested), postage
      prepaid, addressed as follows (or to such other address as a party may specify
      by notice pursuant to this provision):





(a) If
      to the
      Employer, addressed to it at:





Energy
      King, Inc.


1717
      Kathleen Ave.


Sacramento,
      CA 95815


Attn:  President





with
      a
      copy to Buckeye, addressed to it at:





Buckeye
      Ventures, Inc.


4455
      Lamont Street


Suite
      3


San
      Diego, CA 92109


Attn:  President





(b) If
      to the
      Employee, addressed to him at:





Varin
      Larson


195
      Geraldson Rd.


Newcastle,
      CA 95658





10. Controlling
      Law .
      The
      execution, validity, interpretation and performance of this Agreement shall
      be
      governed by and construed in accordance with the internal laws (and not the
      conflicts of law provisions) of the State of California.





11. Additional
      Instruments .
      The
      Employee and the Employer shall execute and deliver any and all additional
      instruments and agreements that may be necessary or proper to carry out the
      purposes of this Agreement. Without limiting the generality of the foregoing,
      in
      the event that the Employer so requests, the Employee agrees to sign acknowledge
      and confirm from time to time his obligations under Section
      5 .








12. Entire
      Agreement; Amendments; Waivers; Termination .
      This
      Agreement contains the entire agreement of the Employee and the Employer
      relating to the matters contained herein and supersedes all prior agreements
      and
      understandings, oral or written, between the Employee and the Employer with
      respect to the subject matter hereof, excluding any existing records of the
      Employer (or any predecessor of the Employer) relating to the Employee's
      employment, which records may continue to be considered by the Employer in
      making any determinations permitted or provided for hereunder. This Agreement
      is
      being executed in connection with, and nothing herein is intended to alter,
      impair or supersede the terms and provisions or rights of the parties under,
      the
      Agreement and Plan of Merger dated as of even date herewith among Buckeye,
      the
      Employer, EK Acquisition Corp., a Delaware corporation, the Employee and certain
      other persons (the “Merger Agreement”) or any of the other documents executed in
      connection therewith, including without limitation the Pledge Agreement or
      the
      Promissory Notes (as such terms are defined in the Merger Agreement). This
      Agreement may be amended, modified or supplemented, but only in writing signed
      by each of the parties hereto. Any term of this Agreement may be waived only
      with the written consent of the party sought to be bound, and the waiver by
      either party to this Agreement of a breach of any provision of the Agreement
      by
      the other party shall not operate or be construed as a waiver by such party
      of
      any subsequent breach by such other party. Pursuant to certain arrangements
      entered into in connection with this Agreement, the Employee and certain other
      individuals have obtained a security interest in the shares of the Employer.
      In
      the event as a result of the exercise of the Employee’s and other individuals
      rights with respect to such security interest, the Employee or such other
      persons become the owners of all of the shares of stock of the Employer, the
      provisions in Section 5 shall automatically terminate as they relate to the
      Employer, but not as they relate to the customers, employees or Confidential
      Information of any other any other Buckeye Company.





13. Reformation
      and Severability .
      In case
      any provision of this Agreement shall be invalid, illegal or unenforceable,
      it
      shall, to the extent possible, be modified in such manner as to be valid, legal
      and enforceable but so as to most nearly retain the intent of the parties,
      and
      if such modification is not possible, such provision shall be severed from
      this
      Agreement, and in either case the validity, legality and enforceability of
      the
      remaining provisions of this Agreement shall not in any way be affected or
      impaired thereby.





14. Assignments .
      The
      Employer may assign this Agreement to any affiliate of Buckeye or the Employer
      or any person or entity succeeding to all or substantially all of the business
      interests of Buckeye or the Employer by merger or otherwise. The rights and
      obligations of the Employee under this Agreement are personal to him, and no
      such rights, benefits or obligations shall be subject to voluntary or
      involuntary alienation, assignment or transfer, except as otherwise expressly
      contemplated in Section
      6(b) and Section
      6(e)(iii) of this
      Agreement.





15. Effect
      of Agreement .
      Subject
      to the provisions of Section
      14 of this
      Agreement with respect to assignments, this Agreement shall be binding upon
      the
      Employee and his heirs, executors, administrators, legal representatives and
      assigns and upon the Employer and its respective successors and assigns, except
      as otherwise contemplated hereby.





16. Exercise
          of Rights and Remedies .
          The
          rights and remedies in this Agreement shall not be exclusive, but are intended
          to be cumulative with all other rights and remedies of the Employer and
          each
          other Buckeye Company, whether under this Agreement, any other agreement,
          law or
          otherwise. No delay of or omission in the exercise of any right, power
          or remedy
          accruing to any party as a result of any breach or default by any other
          party
          under this Agreement shall impair any such right, power or remedy, nor
          shall it
          be construed as a waiver of or acquiescence in any such breach or default,
          or of
          any similar breach or default occurring later.


17. Execution .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute but one and the
      same instrument.




**IN
      WITNESS WHEREOF,** the
      Employee and the Employer have executed this Agreement effective as of the
      date
      first above written.




Employer:
            Employee:ENERGY KING, INC.By:/s/ Larry
              Weinstein
            /s/ Varin
              LarsonLarry
                Weinstein
              Treasurer
            Varin
              Larson