EXHIBIT
      2.1









**AGREEMENT
      AND PLAN OF MERGER**





**BY
      AND AMONG**





**FULL
      CIRCLE INDUSTRIES, INC.,**





**BIOGOLD
      FUELS CORPORATION,**





**AND**





**BIOGOLD
      ACQUISITION, INC.**








**DATED
      AS OF APRIL 13, 2007**
















**AGREEMENT
      AND PLAN OF MERGER**





**BETWEEN** :




**Biogold
      Fuels Corporation** ,
      a body
      corporate incorporated under the State laws of Nevada (hereinafter referred
      to
      as “Parent”);




**OF
      THE FIRST PART**




-and-




**Biogold
      Acquisition, Inc.** ,
      a body
      corporate incorporated under the laws of the State of Nevada and a wholly-owned
      subsidiary of Parent, (hereinafter referred to as “Merger Sub”);




**OF
      THE SECOND PART**




-and-




**Full
      Circle industries, Inc. (“Company”)** ,
      a body
      corporate incorporated under the laws of the State of Nevada, (hereinafter
      referred to as “Company”);




**RECITALS**




**WHEREAS** Company
      is a technology company whose business goal is to commercialize their licensed
      and proprietary processing system for biodiesel production on an industrial
      scale and to become a leading provider of biodiesel in the United States and
      elsewhere as described in the Executive Summary delivered to
      Parent;




**AND
      WHEREAS** upon the
      terms and subject to the conditions of this Agreement (as defined in Section
      1.2) and in accordance with the Revised Statues of the State of Nevada (the
      “RSN”), Parent and Company intend to enter into a business combination
      transaction by means of a merger between Merger Sub and the Company in which
      the
      Company will merge with Merger Sub and be the surviving entity, through an
      exchange of all the issued and outstanding shares of capital stock of the
      Company for shares of common stock of the Parent.




**AND
      WHEREAS** the
      Board of Directors of the Company, Parent and Merger Sub have determined that
      the Merger (as defined in Section 1.1) is fair to, and in the best interests
      of,
      their respective companies and their respective stockholders.




**AND
      WHEREAS** The
      parties intend, by executing this Agreement, to adopt a plan of reorganization
      within the meaning of Section 368 of the Internal Revenue Code of 1986, as
      amended (the “Code”).




**THIS
      AGREEMENT WITNESSES** that, in
      consideration of the premises and of the covenants, agreements, warranties
      and
      representations herein set forth and provided for, the parties hereto
      respectively covenant and agree as follows:









**ARTICLE
      I**




**THE
      MERGER** ****




1.1  The
      Merger .
      At the
      Effective Time (as defined in Section 1.2) and subject to and upon the terms
      and
      conditions of this Agreement and the applicable provisions of the RSN, Merger
      Sub shall be merged with and into the Company (the “Merger”), the separate
      corporate existence of Merger Sub shall cease and the Company shall continue
      as
      the surviving corporation. The Company as the surviving corporation after the
      Merger is hereinafter sometimes referred to as the “Surviving Corporation.” The
      Merger is hereinafter sometimes referred to as the “Transaction.”




1.2  Effective
      Time; Closing .
      Subject
      to the conditions of this Agreement, the parties hereto shall cause the Merger
      to be consummated by filing with the Secretary of State of the State of Nevada
      in accordance with the relevant provisions of the RSN a Articles of Merger
      (the
“Articles of Merger”) (the time of such filing with the Secretary of State of
      the State of Nevada, or such later time as may be agreed in writing by the
      Company and Parent and specified in the Articles of Merger, being the “Effective
      Time”) as soon as practicable on or after the Closing Date (as herein defined).
      The term “Agreement” as used herein refers to this Agreement and Plan of Merger,
      as the same may be amended from time to time, and all schedules hereto
      (including the Company Schedules and Parent Schedules). Unless this Agreement
      shall have been terminated hereunder, the closing of the Merger (the “Closing”)
      shall take place on April 25, 2007 at the offices of the Company, 1800 Century
      Park East, Suite 600, Los Angeles, CA 90067, Fax: (310) 556-0026, or at such
      other time, date and location as the parties hereto agree in writing (the
“Closing Date”).




1.3  Effect
      of the Merger . At the
      Effective Time, the effect of the Merger shall be as provided in this Agreement
      and the applicable provisions of the RSN. Without limiting the generality of
      the
      foregoing, and subject thereto, at the Effective Time all the property, rights,
      privileges, powers and franchises of the Company and Merger Sub shall vest
      in
      the Surviving Corporation, and all debts, liabilities and duties of the Company
      and Merger Sub shall become the debts, liabilities and duties of the Surviving
      Corporation.




1.4  Articles
      of Incorporation; Bylaws .




(a)  At
      the
      Effective Time, the Articles of Incorporation of the Parent shall be the
      Articles of Incorporation of the Surviving Corporation until thereafter amended
      as provided by law and such Articles of Incorporation of the Surviving
      Corporation.




(b)  The
      Bylaws of the Parent shall be the Bylaws of the Surviving Corporation.




1.5  Directors
      and Officers .
      The
      initial directors of the Surviving Corporation shall be the directors of the
      Parent immediately prior to the Effective Time, until their respective
      successors are duly elected or appointed and qualified. The initial officers
      of
      the Surviving Corporation shall be the officers of the Parent immediately prior
      to the Effective Time; provided, however, Steve Racoosin, chief executive
      officer of the Company prior to the Effective Time, shall be appointed to the
      position of Chief Executive Officer of the Surviving Corporation at the
      Effective Time.




3




1.6  Effect
      on Capital Stock .
      Subject
      to the terms and conditions of this Agreement, at the Effective Time, by virtue
      of the Merger and this Agreement and without any action on the part of Merger
      Sub, the Company or the holders of any of the following securities, the
      following shall occur:




(a)  Conversion
      of Company Capital Stock .
      Each
      share of preferred stock of the Company, par value $0.0001 per share (“Company
      Preferred Stock) and each share of common stock, par value $0.0001 per share
      (“Company Common Stock), of the Company (collectively, the Company Preferred
      Stock and the Company Common Stock shall be referred to herein as the “Company
      Capital Stock”) issued and outstanding immediately prior to the Effective Time
      as listed on Schedule 2.1 attached hereto, will be automatically converted
      into
      the right to receive on the Closing Date one share of Common Stock, par value
      $0.0001 per share, of Parent (“Parent Common Stock”) (the “Common Exchange
      Ratio”) upon surrender of the certificate representing such share of Company
      Capital Stock in the manner provided in Section 1.7 (or in the case of a lost,
      stolen or destroyed certificate, upon delivery of an affidavit (and bond, if
      required) in the manner provided in Section 1.9). If any shares of Company
      Capital Stock outstanding immediately prior to the Effective Time are unvested
      or are subject to a repurchase option, risk of forfeiture or other condition
      under any applicable restricted stock purchase agreement or other agreement
      with
      the Company, then the shares of Parent Common Stock issued in exchange for
      such
      shares of Company Capital Stock will also be unvested or subject to the same
      repurchase option, risk of forfeiture or other condition, and the certificates
      representing such shares of Parent Common Stock may accordingly be marked with
      appropriate legends. The Company shall take all action that may be necessary
      to
      ensure that, from and after the Effective Time, Parent is entitled to exercise
      any such repurchase option or other right set forth in any such restricted
      stock
      purchase agreement or other agreement.




(b)  Assumption
      of Company Stock Options .
      At the
      Closing, each outstanding option to purchase shares of Company Common Stock
      (each, a “Company Stock Option”), whether or not vested, shall be assumed by
      Parent. Each Company Stock Option so assumed by Parent under this Agreement
      will
      continue to have, and be subject to, the same terms and conditions of such
      Company Stock Option immediately prior to the Closing (including, without
      limitation, any repurchase rights or vesting provisions and provisions regarding
      the acceleration of vesting on certain transactions, other than the transactions
      contemplated by this Agreement), except that (i) each Company Stock Option
      will
      be exercisable (or will become exercisable in accordance with its terms) for
      that number of whole shares of common stock, no par value per share, of Parent
      (“Parent Common Stock”) equal to the product of the number of shares of Company
      Common Stock that were issuable upon exercise of such Company Stock Option
      immediately prior to the Closing multiplied by one (“Option Exchange Ratio”),
      rounded up to the nearest whole number of shares of Parent Common Stock, and
      (ii) the per share exercise price for the shares of Parent Common Stock issuable
      upon exercise of such assumed Company Stock Option will be equal to the quotient
      determined by dividing the exercise price per share of Company Common Stock
      at
      which such Company Stock Option was exercisable immediately prior to the Closing
      by the Option Exchange Ratio, rounded down to the nearest whole cent.




4




(c)  Assumption
      of Company Common Stock Warrants .
      At the
      Closing, each outstanding warrant to purchase shares of Company Common Stock
      (each, a “Company Common Stock Warrant”) shall be assumed by Parent and will
      continue to have, and be subject to, the same terms and conditions of such
      Company Common Stock Warrants immediately prior to the Closing, except that
      (i)
      such Company Common Stock Warrant will be exercisable (or will become
      exercisable in accordance with its terms) for that number of shares of Parent
      Common Stock equal to the product of the number of shares of Company Common
      Stock that were issuable upon exercise of such Company Common Stock Warrant
      immediately prior to the Closing multiplied by the Option Exchange Ratio,
      rounded up to the nearest whole number of shares of Parent Common Stock, and
      (ii) the per share exercise price for the shares of Parent Common Stock issuable
      upon exercise of such assumed Company Common Stock Warrant will be equal to
      the
      quotient determined by dividing the exercise price per share of Company Common
      Stock at which such Company Common Stock Warrant was exercisable immediately
      prior to the Closing by the Option Exchange Ratio, rounded down to the nearest
      whole cent.




(d)  Capital
      Stock of Merger Sub .
      Each
      share of common stock, par value $0.001 per share, of Merger Sub (the “Merger
      Sub Common Stock”) issued and outstanding immediately prior to the Effective
      Time shall be converted into one validly issued, fully paid and nonassessable
      share of common stock, no par value, of the Surviving Corporation. Each
      certificate evidencing ownership of shares of Merger Sub Common Stock shall
      evidence ownership of such shares of capital stock of the Surviving Corporation.




(e)  Adjustments
      to Exchange Ratios .
      The
      Exchange Ratios (as defined below) shall be adjusted to reflect appropriately
      the effect of any stock split, reverse stock split, stock dividend (including
      any dividend or distribution of securities convertible into Parent Common Stock
      or Company Common Stock), extraordinary cash dividends, reorganization,
      recapitalization, reclassification, combination, exchange of shares or other
      like change with respect to Parent Common Stock, Company Common Stock, Company
      Preferred Stock (or any options or warrants with respect to the foregoing)
      occurring on or after the date hereof and prior to the Effective
      Time.




(f)  Fractional
      Shares .
      Fractional shares of Parent Common Stock will be issued by virtue of the Merger
      (rounded to the second decimal point).




1.7  Surrender
      of Certificates .




(a)  Exchange
      Agent .
      Company
      or such other agent or agents as Company may appoint shall be designated by
      the
      parties hereto to act as the exchange agent (the “Exchange Agent”) in the
      Merger.




(b)  Parent
      to Provide Parent Common Stock .
      Promptly after the Effective Time, and in no event more than three (3) business
      days thereafter, Parent shall make available for exchange in accordance with
      this Article I, the shares of Parent Common Stock issuable pursuant to Section
      1.6 in exchange for outstanding shares of Company Common Stock and any dividends
      or distributions to which holders of such shares may be entitled pursuant to
      Section 1.7(d).




5




(c)  Exchange
      Procedures .
      Promptly after the Effective Time, and in no event more than three (3) business
      days thereafter, Parent shall mail to each holder of record (as of the Effective
      Time) of a certificate or certificates (the “Certificates”), which immediately
      prior to the Effective Time represented outstanding shares of Company Capital
      Stock whose shares were converted into the right to receive shares of Parent
      Common Stock pursuant to Section 1.6: (i) a letter of transmittal in customary
      form (which shall specify that delivery shall be effected, and risk of loss
      and
      title to the Certificates shall pass, only upon delivery of the Certificates
      to
      Parent and shall contain such other customary provisions as Parent may
      reasonably specify), and (ii) instructions for use in effecting the surrender
      of
      the Certificates in exchange for certificates representing shares of Parent
      Common Stock and any dividends or other distributions pursuant to Section
      1.7(d). Upon surrender of Certificates for cancellation to Parent or to such
      other agent or agents as may be appointed by Parent, together with such letter
      of transmittal, duly completed and validly executed in accordance with the
      instructions thereto, the holders of such Certificates shall be entitled to
      receive in exchange therefor certificates representing the number of shares
      of
      Parent Common Stock into which their shares of Company Capital Stock were
      converted into the right to receive at the Effective Time and any dividends
      or
      distributions payable pursuant to Section 1.7(d), and the Certificates so
      surrendered shall forthwith be canceled. Until so surrendered, outstanding
      Certificates will be deemed from and after the Effective Time, to evidence
      only
      the right to receive the applicable number of shares of Parent Common Stock
      (or
      Common Stock issuable upon conversion of Common Stock) issuable pursuant to
      Section 1.6.




(d)  Distributions
      With Respect to Unexchanged Shares .
      No
      dividends or other distributions declared or made after the date of this
      Agreement with respect to Parent Common Stock with a record date after the
      Effective Time will be paid to the holders of any unsurrendered Certificates
      with respect to the shares of Parent Common Stock to be issued upon surrender
      thereof until the holders of record of such Certificates shall surrender such
      Certificates. Subject to applicable law, following surrender of any such
      Certificates with a properly completed letter of transmittal letter, Parent
      shall promptly deliver to the record holders thereof, without interest,
      certificates representing shares of Parent Common Stock issued in exchange
      therefor and the amount of any such dividends or other distributions with a
      record date after the Effective Time theretofore paid with respect to such
      shares.




(e)  Transfers
      of Ownership .
      If
      certificates representing shares of Parent Common Stock are to be issued in
      a
      name other than that in which the Certificates surrendered in exchange therefor
      are registered, it will be a condition of the issuance thereof that the
      Certificates so surrendered will be properly endorsed and otherwise in proper
      form for transfer and that the persons requesting such exchange will have paid
      to Parent or any agent designated by it any transfer or other taxes required
      by
      reason of the issuance of certificates representing shares of Parent Common
      Stock in any name other than that of the registered holder of the Certificates
      surrendered, or established to the satisfaction of Parent or any agent
      designated by it that such tax has been paid or is not payable.




(f)  Required
      Withholding .
      Each of
      Parent, any agents appointed by Parent and the Surviving Corporation shall
      be
      entitled to deduct and withhold from any consideration payable or otherwise
      deliverable pursuant to this Agreement to any holder or former holder of Company
      Capital Stock such amounts as are required to be deducted or withheld therefrom
      under the Code or under any provision of state, local or foreign tax law or
      under any other applicable legal requirement. To the extent such amounts are
      so
      deducted or withheld, such amounts shall be treated for all purposes under
      this
      Agreement as having been paid to the person to whom such amounts would otherwise
      have been paid.




6




(g)  Termination
      of Exchange Agent Funding .
      Parent
      Common Stock held by the Exchange Agent (other than Parent) which have not
      been
      delivered to holders of Certificates within six months after the Effective
      Time
      shall promptly be paid or delivered, as appropriate, to Parent, and thereafter
      holders of Certificates who have not theretofore complied with the exchange
      procedures outlined in and contemplated by this Section 1.7 shall thereafter
      look only to Parent (subject to abandoned property, escheat and similar laws)
      only as general creditors thereof for their claim for shares of Parent Common
      Stock and any dividends or distributions pursuant to Section 1.7(d) with respect
      to such shares to which they are entitled.




(h)  No
      Liability .
      Notwithstanding anything to the contrary in this Section 1.7, neither the
      Exchange Agent, Parent, the Surviving Corporation, the Company nor any party
      hereto shall be liable to a holder of shares of Parent Common Stock or Company
      Capital Stock for any amount properly paid to a public official pursuant to
      any
      applicable abandoned property, escheat or similar law.




1.8  No
      Further Ownership Rights in Company Capital Stock .
      All
      shares of Parent Common Stock issued in accordance with the terms hereof shall
      be deemed to have been issued in full satisfaction of all rights pertaining
      to
      such shares of Company Capital Stock, and there shall be no further registration
      of transfers on the records of the Surviving Corporation of shares of Company
      Capital Stock which were outstanding immediately prior to the Effective Time.
      If, after the Effective Time, Certificates are presented to the Surviving
      Corporation for any reason, they shall be canceled and exchanged as provided
      in
      this Article I.




1.9  Lost,
      Stolen or Destroyed Certificates .
      In the
      event that any Certificates shall have been lost, stolen or destroyed, the
      Exchange Agent shall issue in exchange for such lost, stolen or destroyed
      Certificates, upon the making of an affidavit of that fact by the holder
      thereof, certificates representing the shares of Parent Common Stock which
      the
      shares of Company Capital Stock formerly represented by such Certificates were
      converted into the right to receive pursuant to Section 1.6.




1.10  Tax
      Consequences .
      It is
      intended by the parties hereto that the Merger shall constitute a reorganization
      within the meaning of Section 368 of the Code. The parties hereto adopt this
      Agreement as a “plan of reorganization” within the meaning of Sections
      1.368-2(g) and 1.368-3(a) of the United States Income Tax
      Regulations.




1.11  Taking
      of Necessary Action; Further Action .
      If, at
      any time after the Effective Time, any further action is necessary or desirable
      to carry out the purposes of this Agreement and to vest the Surviving
      Corporation with full right, title and possession to all assets, property,
      rights, privileges, powers and franchises of Company and Merger Sub, the
      officers and directors of Company and Merger Sub will take all such lawful
      and
      necessary action.




7




**ARTICLE
      II**




**REPRESENTATIONS
      AND WARRANTIES OF COMPANY**




Except
      as
      disclosed on the schedules prepared by the Company (the "Company Schedules"),
      the Company hereby represents and warrants to, and covenants with, Parent and
      Merger Sub, as follows:




2.1  Company
      has been duly formed, organized and is a duly existing corporation and in good
      standing under the laws of Nevada and to the Company’s knowledge, (i) the issued
      and outstanding capital stock of the Company is issued in the amounts and to
      the
      individuals/entities as set forth on Schedule 2.1 attached heretoCompany and
      (ii) Schedule 2.1 sets forth all of the issued and outstanding capital stock
      of
      the Company;




2.2  the
      unaudited financial statements of the Company delivered to the Parent
      (collectively the “Financial Statements”) are the complete and correct copies of
      the Company Financial Statements. The Company Financial Statements present
      fairly the financial position and results of operations and changes in cash
      flows of Company as of the respective dates or for the respective periods
      reflected therein;




2.3  no
      person, firm or corporation now has, or at Closing will have, any agreement
      or
      option or any right capable of becoming an agreement for the purchase,
      subscription or issuance of any of the unissued shares in the capital of Company
      other than as noted on any schedule hereto;




2.4  no
      dividend on any shares in the capital of Company has been declared, paid or
      authorized, or will be declared, paid or authorized after the date hereof and
      up
      to Closing other than as noted on any schedule hereto;




2.5  no
      payments have been made or authorized, or will be made or authorized after
      the
      date hereof and prior to Closing by Company to officers, directors, shareholders
      or employees of Company except in the ordinary course of business and at the
      regular rate of salary or other remuneration other than as noted on any schedule
      hereto;




2.6  no
      bonuses have been paid or authorized, or will be paid or authorized after the
      date hereof and prior to Closing by Company to officers, directors, shareholders
      or employees of Company except in the ordinary course of business and at regular
      rate of salary or other remuneration other than as noted on any schedule
      hereto;




2.7  no
      capital expenditures in excess of $10,000 have been authorized, or will be
      authorized after the date hereof and up to Closing by Company with the exception
      of the necessary expenditures to be incurred in the normal course of business
      other than as noted on any schedule hereto;




2.8  Company
      will not have at Closing any outstanding contracts other than contracts in
      the
      ordinary course of business, and previously disclosed to Parent, other than
      as
      listed on any schedule hereto;




8




2.9  except
      as
      indicated on any schedule attached hereto, to the best of the Company’s
      knowledge and belief, there are not now and at Closing there will be no actions,
      suits or proceedings (whether or not purportedly on behalf of Company) pending
      or to the knowledge of Company threatened against or affecting Company at law
      or
      in equity or before or by any federal, provincial, state, municipal or other
      governmental department, commission, board, bureau, agency or instrumentality,
      domestic or foreign, and which involve the possibility of any judgment or
      liability not fully covered by insurance;




2.10  to
      the
      best of the Company’s knowledge and belief, Company is not in material default
      or material breach of any material contracts, agreements, written or oral,
      indentures or other instruments to which it is a party or by which it is bound
      and there exists no state of facts which after notice or lapse of time or both
      would constitute such a default or breach and all such contracts, agreements,
      indentures or other instruments are now in good standing and Company is entitled
      to all benefits thereunder, provided that this provision shall not apply to
      any
      default or breach adversely affecting the financial position of Company to
      the
      extent of less than $10,000.00 in the aggregate other than as noted on any
      schedule hereto;




2.11  to
      the
      best of the Company’s knowledge and belief, Company is conducting its business
      in material compliance with all applicable laws, rules and regulations of each
      jurisdiction in which its business is carried on. Company is not in breach
      of
      any such laws, rules or regulations, except for breaches which in the aggregate
      are immaterial, and is duly licensed, registered or qualified in each
      jurisdiction in which it owns or leases property or carries on business, to
      enable its business to be carried on as now conducted by it and its property
      and
      assets to be owned, licensed and operated, and all such licences, registrations
      and qualifications are valid and subsisting and in good standing other than
      as
      noted on any schedule hereto;




2.12  Company
      has filed or will be filing, all tax returns required to be filed by it and
      has
      paid all taxes which are due and payable, and has paid all assessments and
      reassessments, and all other taxes, governmental charges, penalties, interest
      and fines due and payable by it on or before the date hereof. Adequate provision
      has been made for taxes payable for the current period for which tax returns
      are
      not yet required to be filed; there are no agreements, waivers or other
      arrangements providing for an extension of time with respect to the filing
      of
      any tax return by, or payment of any tax, governmental charge or deficiency
      against Company. There are no actions, suits, proceedings, investigations or
      claims now threatened or pending against Company in respect of taxes,
      governmental charges or assessments, asserted by any such authority, Company
      has
      withheld from each payment made to any of its past and present creditors,
      shareholders, officers, directors and employees the amount of all taxes,
      including but not limited to income tax, and other deductions required to be
      withheld therefrom and has paid the same to proper tax or other receiving
      officers within the time required under any applicable tax legislation;
      and




2.13  Company
      has no loans or indebtedness outstanding which have been made to directors,
      former directors, officers, shareholders and/or employees of Company or to
      any
      person or corporation not dealing at arm’s length with any of the foregoing
      except those to be discharged as part of this transaction other than as noted
      on
      any schedule hereto.




9




The
      Company hereby acknowledges that Parent is relying upon the above covenants,
      representations and warranties in connection with the completion by Parent
      of
      the transaction contemplated hereby.




**ARTICLE
      III**




**REPRESENTATIONS
      AND WARRANTIES OF PARENT**




Except
      as
      disclosed on the schedules prepared by the Parent (the "Parent Schedules"),
      the
      Parent hereby represents and warrants to, and covenants with Company, as
      follows:




3.1  Parent
      has been duly incorporated and organized and is validly subsisting under the
      laws of Nevada and that it has the corporate power to hold its property and
      to
      carry on the business of Parent as now being conducted by it;




3.2  Except
      for Merger Sub which is a wholly-owned subsidiary of Parent, Parent has no
      subsidiaries and does not own, directly or indirectly, any ownership, equity,
      profits or voting interest in any person or have any agreement or commitment
      to
      purchase any such i8terest;




3.4  the
      authorized capital of Parent, as of the date hereof consists of an 125,000,000
      number of common shares without par value, of which 26,442,123 shares are issued
      and outstanding at the date hereof. No person, firm or corporation now has,
      or
      at Closing will have, any agreement or option or any right capable of becoming
      an agreement for the purchase, subscription or issuance of any of the unissued
      shares in the capital of Parent other than as noted herein;




3.5  all
      shares issued to the Company Shareholders pursuant to this agreement will be
      duly issued, validly authorized, fully paid and non-assessable common shares
      of
      the capital stock of Parent;




3.6  no
      dividends on any shares in the capital of Parent have been declared, paid or
      authorized since its incorporation or will be declared, paid or authorized
      after
      the date hereof and up to Closing;




3.7  Parent
      has not guaranteed, or agreed to guarantee any debt, liability or other
      obligation of any person, firm or corporation;




3.8  Parent
      is
      in good standing with all regulatory authorities;




3.9  there
      are
      no orders, suits, fines, or injunctions, issued or threatened against Parent
      and
      Parent is in compliance with all laws, regulations and rules of any federal
      or
      provincial jurisdiction to which it is subject, and their no claims (including
      environmental claims) which have been made against Parent; nor are there any
      circumstances existing, to the knowledge of Parent, which 5ould result in such
      claims arising in the future;




3.10  Parent
      is, and has always been, in compliance with all environmental laws, including
      the applicable common law relating to the protection of the environment and
      public health and safety. Parent is not required to perform any work, repairs,
      construction, change in business practices or operations or comply with any
      written demand or notice with respect to any breach or liability under any
      environmental laws;




10




3.11  there
      are
      no material changes in the business or affairs of Parent which have not been
      properly and publicly disclosed;




3.12  Parent
      has not made nor agreed to make any loans to anyone;




3.13  Parent
      has no legal obligations of any kind or nature whatsoever except as disclosed
      herein with the exception of the obligation to issue shares as set out herein
      and with the exception of its normal obligations as a reporting issuer in the
      normal and ordinary course of business;




3.14  Parent
      has no liabilities (absolute, accrued, contingent or otherwise) of a nature
      required to be disclosed on a balance sheet or in the related notes to any
      financial statements of the Parent;




3.15  there
      are
      no restrictions on the business that may be carried on by Parent;




3.16  Board
      of
      Directors of Parent (including any required committee or subgroup of the Board
      of Directors of Parent) has, as of the date of this Agreement, approved this
      Agreement and the transactions contemplated hereby and Parent’s shareholders
      has, as of the date of this Agreement, unanimously approved this Agreement
      and
      the transactions contemplated hereby; and




3.17  Parent
      has filed or will be filing, all tax returns required to be filed by it and
      has
      paid all taxes which are due and payable, and has paid all assessments and
      reassessments, and all other taxes, governmental charges, penalties, interest
      and fines due and payable by it on or before the date hereof. Adequate provision
      has been made for taxes payable for the current period for which tax returns
      are
      not yet required to be filed; there are no agreements, waivers or other
      arrangements providing for an extension of time with respect to the filing
      of
      any tax return by, or payment of any tax, governmental charge or deficiency
      against Parent; there are no actions, suits, proceedings, investigations or
      claims now threatened or pending against Parent in respect of taxes,
      governmental charges or assessments, asserted by any such authority, Parent
      has
      withheld from each payment made to any of its past and present creditors,
      shareholders, officers, directors and employees the amount of all taxes,
      including but not limited to income tax, and other deductions required to be
      withheld therefrom and has paid the same to proper tax or other receiving
      officers within the time required under any applicable tax
      legislation.




Parent
      hereby acknowledges that the Company is relying upon the aforesaid
      representations and warranties in connection with the completion by the Company
      of the transaction contemplated hereby.




11




**ARTICLE
      IV**




**PRE-CLOSING
      COVENANTS**




**Pre-Closing
      Covenants of the Company**




4.1  The
      Company covenants as follows:


b.
              the
                  Company shall make available to the counsel and/or representatives
                  of
                  Parent, all books, accounts, records and other data of Company,
                  including
                  all minute books, share certificate books, share registers and
                  other
                  corporate documents including the constating (organizational) documents
                  of
                  Company, and all other data which in the opinion of the representatives
                  of
                  Parent, in its sole discretion, are required to make an examination
                  of
                  Company; and
  c.
              the
                  business of Company will be carried on in the ordinary course after
                  the
                  date hereof and up to Closing.


**Pre-Closing
      Covenants of Parent**




4.2  Parent
      covenants as follows:




a.  Parent
      shall make available to the counsel and/or representatives of the Company,
      all
      books, accounts, records and other data of Parent including all minute books,
      share certificate books, share registers and other corporate documents including
      the constating documents of Parent, and all other data which in the opinion
      of
      the representatives of the Company, in their sole discretion, are required
      to
      make an examination of Parent; and




b.  the
      business of Parent will be carried on in the ordinary course after the date
      hereof and up to Closing.




**ARTICLE
      V**




**CLOSING
      CONDITIONS**




5.1  The
      obligations of Parent and Merger Sub to consummate and effect the Transaction
      shall be subject to the satisfaction at or prior to the Closing Date of each
      of
      the following conditions, any of which may be waived, in writing, exclusively
      by
      Parent:




(a)  The
      Company will deliver to Parent at Closing, a legal opinion, in form satisfactory
      to counsel and/or representatives of for Parent that: (i) based solely on
      certificates issued by Nevada, Company has been duly incorporated and organized
      and is validly subsisting under the laws of the Nevada; and (ii) this Agreement
      has been duly authorized by Company;




(b)  The
      president of Company will furnish a certificate that certifies the
      following:




12




(i).  all
      necessary steps and corporate proceedings of Company shall be taken to permit
      the Company to effect the Merger and the transactions contemplated thereby;




(ii)  The
      representations and warranties of Company in this Agreement shall be true and
      correct in all material respects on and as of the date of this Agreement and
      at
      and as of the Closing as though such representations and warranties were made
      on
      and as of such time (except for such representations and warranties that speak
      specifically as of the date hereof or as of another date, which shall be true
      and correct as of such date).




(iii)  The
      Company shall have performed or complied in all material respects with all
      agreements and covenants required by this Agreement to be performed or complied
      with by them at or prior to the Closing Date except to the extent that any
      failure to perform or comply (other than a willful failure to perform or comply
      or failure to perform or comply with an agreement or covenant reasonably within
      the control of the Company) does not, or will not, constitute a material adverse
      effect on the Company.




(e)  That
      Parent shall be furnished with evidence satisfactory to it at Closing (which
      may
      be in the form of officers’ certificates or accounting or tax filings) that
      there are no arrears of or liabilities for taxes (including taxes on income),
      rates, assessments or other charges adversely affecting the assets of Company
      except taxes, rates, assessments of other charges accruing in the ordinary
      course of operations; and




(f)  In
      case
      any of the foregoing conditions shall not be fulfilled at or before Closing,
      Parent may, by notice to the Company, terminate this agreement at which time
      all
      obligations of both Parent and the Company shall be terminated and the parties
      shall bear their own costs, including all legal fees. In such event, the parties
      will be mutually released from all claims, demands, actions, and obligations
      under this Agreement.




5.2  The
      obligations of Company to consummate and effect the Transaction shall be subject
      to the satisfaction at or prior to the Closing Date of each of the following
      conditions, any of which may be waived, in writing, exclusively by Company:




(a)  Parent
      will deliver to the Company at Closing a legal opinion in form satisfactory
      to
      (or counsel for) the Company that:




(i).  Parent
      has been duly incorporated and organized and is validly subsisting under the
      state laws of Nevada, it has the corporate power to own and lease its property
      and to carry on the business of Parent as now being conducted by it, and there
      are no restrictions on the business which may be carried on by
      Parent;




(ii).  the
      authorized and issued capital of Parent consists of 125,000,000 number of common
      shares without par value, of which 26,442,123 shares are issued and outstanding
      as of the Closing Date.. No person, firm or corporation now has, or at Closing
      will have, any agreement or option or any right capable of becoming an agreement
      for the purchase, subscription or issuance of any of the unissued shares in
      the
      capital of Parent other than as noted herein.




13




(iii).  all
      necessary corporate action and proceedings have been taken by Parent and
      Parent’s shareholders to authorize the Transaction and various agreements and
      covenants contemplated hereby, including, without limitation, the due and valid
      issuance of the Parent Shares at Closing to the Company
      Shareholders;




(iv).  this
      Agreement has been duly authorized executed and delivered by Parent and
      constitutes legal, valid and binding obligations of Parent, enforceable in
      accordance with its terms except as may be limited by bankruptcy, insolvency
      and
      other similar laws relating to creditors’ rights generally and except that
      specific performance, injunction and other equitable remedies may only be
      granted in the discretion of a Court of competent jurisdiction;




(v).  as
      to
      such other matters incidental to the matters herein contemplated as the Company
      and or its counsel may reasonably request.




(b)  the
      president of Parent will furnish a certificate certifying:




(i)  that
      each
      of the covenants, representations and warranties of Parent set out in this
      agreement are true and correct as at Closing and that Parent has performed
      its
      covenants contained herein, provided however that the receipt of such
      certificates and the closing of the transaction contemplated by this Agreement
      shall not be a waiver of the covenants, representations and warranties contained
      in this Agreement, which covenants, representations and warranties shall survive
      Closing and, notwithstanding the closing of the exchange of shares contemplated
      by this Agreement, shall continue in full force and effect, subject to Article
      V. Post Closing Conditions herein;




(ii)  that
      all
      necessary steps and corporate proceedings, including the approval of the Board
      of Directors and the shareholders of Parent, as approved by the Company (or
      its
      counsel), shall be taken to permit the Parent Shares to be duly and regularly
      issued to the Company’s shareholders or its nominee(s);




(iii)  that
      the
      Company Shareholders shall be furnished with evidence satisfactory to it at
      Closing that there are no arrears of or liabilities for taxes (including taxes
      on income), rates, assessments or other charges;




(iv)  that
      at
      or before Closing, there shall have been obtained from the appropriate federal,
      provincial, state, municipal or other governmental or administrative bodies
      all
      such approvals or consents as may be required- if applicable- to permit the
      exchange of the Company Shares and the issuance of the Parent Shares herein
      provided for to be completed; and




(v)  Parent
      shall have obtained a lease for the necessary acreage (not to exceed 50 acres),
      on a ninety-nine year lease, at the Port of Helena, Arkansas location, for
      permitting and construction of a 10,000 sq ft Biomass facility;




(vi)  that
      at
      Closing, Parent shall hold all such licences and permits as may be requisite
      for
      the carrying on of its intended business contemplated by this
      Agreement.




14




In
      case
      any of the foregoing conditions shall not be fulfilled at or before Closing,
      the
      Company may, by notice to Parent, terminate this agreement at which time all
      obligations of Parent and the Company Shareholders shall be terminated and
      the
      parties shall bear their own costs, including all legal fees. In such event,
      the
      parties will deliver mutual releases from all claims, demands, actions, and
      obligations under this Agreement.




5.2  The
      respective obligations of each party to this Agreement to effect the Transaction
      shall be subject to the satisfaction at or prior to the Closing Date of the
      following conditions:




(a)  Required
      Approvals .
      This
      Agreement and the Transaction have been duly approved and adopted, by the
      requisite vote, if any, of the Company’s stockholders and by the requisite
      actions of the Board of Directors of the Company under the laws of the State
      of
      Nevada and the Company Charter Documents, and by the requisite actions of the
      Board of Directors of Parent and the stockholders of Parent under the laws
      of
      the State of Nevada and the Parent Charter Documents;




(b)  Assumption
      of Options and Warrants .
      The
      Company shall have taken all necessary steps to effectuate the provisions of
      Sections 1.6(b) and (c), including obtaining all necessary consents and
      releases, if any, from the holders of Company Stock Options and Company Common
      Stock Warrants. The Company shall have obtained agreements terminating all
      pre-emptive rights; and




(c)  Blue
      Sky Laws .
      The
      issuance of Parent Common Stock to be issued under this Agreement shall be
      exempt from, or have been qualified under, the Blue Sky Laws of each appropriate
      jurisdiction to the satisfaction of Parent and the Company and their respective
      counsels;




(d)  Both
      Parent and Company shall have completed its due diligence of the other to the
      reasonable satisfaction of each;




(e)  Both
      Parent and Company shall have performed and complied with all covenants,
      agreements, covenants and conditions required by this Agreement to be performed
      or complied with by it at or prior to Closing.




(f)  neither
      any event shall have occurred, nor any action, act or proceedings or litigation
      of any kind whatsoever shall have been commenced which, in the opinion of the
      Company, is directly related to the transactions contemplated hereunder and
      is,
      or may be, materially adverse to the Company;




(g)  there
      shall have been no material adverse change in the business, condition, assets,
      liabilities, operations, or financial performance of Parent since the date
      of
      the Agreement.




In
      case
      any of the foregoing conditions shall not be fulfilled at or before Closing,
      both Parent and Company may, by notice to to the other, terminate this agreement
      at which time all obligations of Parent and the Company shall be terminated
      and
      the parties shall bear their own costs, including all legal fees. In such event,
      the parties will be mutually released from all claims, demands, actions, and
      obligations under this Agreement.




15




**ARTICLE
      VI**




**POST-CLOSING
      COVENANTS**




6.1  Post-Closing
      Covenants . The
      parties hereto acknowledge and agree that the agreements contained in this
      Section 9.1 are an integral part of the transactions contemplated by this
      Agreement and that, without these agreements, neither party would enter into
      this Agreement. The parties hereto acknowledge and agree that the failure by
      Parent or the Company to satisfy, perform and comply with the covenants set
      forth in this Section 9.1 ("Post-Closing Covenants") following the Closing
      will
      have a material adverse effect on Surviving Corporation. During the period
      beginning upon the Closing and, unless for a longer period indicated below,
      ending on the second anniversary of the Closing, Parent agrees to, and the
      Company agrees to cause Parent to, satisfy the following agreements and
      covenants:




(a)  Equity
      Financing .
      On or
      before (i) May 30, 2007, on terms and conditions acceptable to all members
      of
      Parent’s Board of Directors, Parent shall have completed, closed and received
      the proceeds from a private placement offering of its common stock, exempt
      from
      registration under the Securities Act pursuant to Regulation D promulgated
      thereunder, with net proceeds of a minimum of $7,500,000, and (ii) April 30,
      2008, on terms and conditions acceptable to all members of Parent’s Board of
      Directors, Parent shall have completed, closed and received the proceeds from
      a
      private placement offering of its common stock, exempt from registration under
      the Securities Act pursuant to Regulation D promulgated thereunder, with net
      proceeds sufficient for the construction and implementation of the desired
      facility and technologies.




(b)  Reporting
      Company .
      On or
      before September 1, 2007, merge with a Section 12(g) reporting company in
      compliance with and current in its reporting requirements under the Exchange
      Act, and to remain quoted on, at a minimum, a nationally-recognized stock in
      the
      United States. The parties hereto agree and acknowledge that the monetary cost
      of the publicly traded shell and any dilution caused by the acquisition of
      the
      Parent shall be borne exclusively by the stockholders of the Parent immediately
      prior to the Effective Date.




(c)  Upon
      completion of the merger with a Reporting Company under Section 9.1(b) of this
      Agreement, Parent shall file within the statutory time limits any required
      filings or notifications with the SEC, NASDAQ and any other federal, state
      or
      regulatory agency including any agency or organization with jurisdiction over
      any exchange on which the Parent’s securities are listed or traded, and responds
      in a timely manner, and to the satisfaction of the SEC, to any review or inquiry
      by the SEC to the Transaction Form 8-K and the U.S. GAAP Financial Statements
      contained therein.




(d)  (i)
      Certify in writing to any person holding restricted shares of Parent Common
      Stock as of the date of this Agreement that Parent has filed all of the reports
      required to be filed by it under the Exchange Act to enable such person to
      sell
      such person's restricted stock under Rule 144 or 145, as may be applicable
      in
      the circumstances, or will inform such person in writing that it has not filed
      any such report or reports, upon being informed in writing by such person of
      its
      intent to sell any shares under Rule 144 or Rule 145 promulgated under the
      Securities Act (including any rule adopted in substitution or replacement
      thereof), (ii) if any certificate representing any restricted shares of Parent
      Common Stock is presented to Parent’s Transfer Agent for registration of
      transfer in connection with any sale theretofore made or to be made under Rule
      144 or 145, provided such certificate is duly endorsed for transfer by the
      appropriate person(s) or accompanied by a separate stock power duly executed
      by
      the appropriate person(s) in each case with reasonable assurances that such
      endorsements are genuine and effective, and is accompanied by an opinion of
      counsel satisfactory to Parent and its counsel that such transfer has complied
      with the requirements of Rule 144 or 145 (“Opinion”), as the case may be,
      promptly instruct the Transfer Agent to register such transfer and to issue
      one
      or more new certificates representing such shares to the transferee and, if
      appropriate under the provisions of Rule 144 or 145, as the case may be, free
      of
      any stop transfer order or restrictive legend.




16




(e)  The
      Parent shall invite Sorrento Financial Partners, LLC to attend all meetings
      of
      the board or directors of Parent in a nonvoting observer capacity and, in this
      respect, shall give Sorrento Financial Partners, LLC copies of all notices,
      minutes, consents and other materials that it provides to members of the board
      of directors.




(f)  Post-Closing
      Indemnification .
      Parent
      hereby agrees to hold harmless and indemnify the former officers and directors
      of Parent and Company to the full extent authorized or permitted by the
      provisions of the Nevada Revised Statues, as such may be amended from time
      to
      time, and the Company’s Bylaws, as such may be amended, for a period of five (5)
      years from the Effective Date pursuant to the form of Indemnification Agreement
      in substantially the form as attached hereto as Exhibit 5.1(e)..




(g)  Directors
      and Officers Liability Insurance Extended Reporting Endorsement .  Parent
      shall purchase at Parent’s expense an extended reporting endorsement, or a
      "tail," for each claims-made insurance policy now in effect at the Company
      to
      provide continued coverage for any event or omission which may have occurred
      during the policy period which could give rise to coverage under such policy
      for
      a period of five (5) years. Parent shall name Company and each of its current
      and former officers and directors as additional insureds with respect to each
      such extended reporting endorsement.




(h)  Disposition
      of Securities Held by Company .
      Parent
      agrees that it will not sell or otherwise dispose, or cause to be sold or
      otherwise cause to be disposed, more than five thousand (5,000) shares of any
      securities or “cash equivalents,” held in the name of the Company on the
      Effective Date, in any five day period.




17




**ARTICLE
      VII**




**MISCELLANEOUS**




7.1  Unless
      herein otherwise expressly provided, any notice, request, direction, consent,
      waiver, extension, agreement or other communication (a “Communication”) that is
      or may be given or made hereunder shall be in writing addressed as
      follows:




If
                  to Parent, at1755
                CENTRAL “I” DENVER CO. 80211Attention:
                  FRITZ C. VOELKERTelephone:
              (303)
                  377-0029Fax:
              (303)
                  455-1490If
                  to Company, at1800
                  Century Park EastSuite
                  600, Los Angeles, CA 90067Attention:
                  Steve RacoosinTelephone:
              (310)
                  556-0025Fax:
              (303)
                  556-0026




To
      be
      valid for the purposes of this Agreement, any Communication is to be written
      and
      either personally delivered to the addressee or sent by facsimile transmission
      to the addressee, and a notice or communication which is:




a.  personally
      delivered, if delivered before 4:00 p.m. (local time at place of delivery)
      on a
      day other than a Saturday, Sunday or statutory holiday (a “Business Day”),
      deemed to have been given and received on that day and, in any other case deemed
      to have been given and received on the first Business Day after the day on
      which
      it is delivered; or




b.  sent
      by
      facsimile transmission is, if sent before 4:00 p.m. (local time at place of
      transmission) on a Business Day, deemed to have been given and received on
      that
      day and, in any other case, deemed to have been given and received on the first
      Business Day after the day on which it is sent.




7.2  This
      agreement supersedes all other prior discussions or agreements with respect
      to
      this transaction and any such discussions or agreements are hereby declared
      to
      be rescinded and are null and void.




7.3  This
      Agreement shall be governed by the laws of the STATE OF NEVADA and the federal
      laws of the U.S., applicable therein.




7.4  No
      party
      may assign either this Agreement or any of its rights, interests, or obligations
      hereunder without the prior written approval of the other parties. Subject
      to
      the first sentence of this Section, this Agreement shall be binding upon and
      shall inure to the benefit of the parties hereto and their respective successors
      and permitted assigns.




18




7.5  This
      Agreement may be signed in as many counterparts as may be necessary, each of
      which so signed shall be deemed to be an original, and such counterparts
      together shall constitute one and the same instrument and notwithstanding the
      date of execution shall be deemed to bear the date as set forth above and
      execution and delivery by facsimile (fax) transmission shall be deemed to be
      good and sufficient execution and delivery.




7.6  Each
      of
      the parties represents and warrants that they have not authorized any broker,
      finder or agent to represent them in connection with the negotiation of this
      transaction. Each agrees to indemnify and save the others harmless from any
      other claim, commission, finder’s or broker’s fee because of any act, omission,
      or statement of such party which causes the incurring of any other claim,
      commission, finder’s or broker’s fee.




7.7  All
      parties agree to use their reasonable best efforts to cooperate, provide, or
      enter into any agreements required to give effect to this transaction and to
      satisfy the conditions of closing contained in this agreement.




7.8  Each
      party has been advised to seek its own independent legal, tax, financial or
      other professional advice and acknowledges that it has had the opportunity
      to do
      so. No party to this agreement is making any representation or warranty as
      to
      the tax consequences of the transfer contemplated hereby. Each party agrees
      to
      obtain and be guided by its own legal, tax and securities advisor. The Company
      Shareholders has satisfied itself that the transactions contemplated herein
      do
      not contravene U.S securities laws and there is an appropriate securities
      exemption to enable it to complete the transactions contemplated
      herein.




7.9.  Any
      disputes or claims arising under or in connection with this Agreement or the
      transactions contemplated hereunder shall be resolved by binding arbitration.
      Notice of a demand to arbitrate a dispute by either party shall be given in
      writing to the other at their last known address. Arbitration shall be commenced
      by the filing by a party of an arbitration demand with the American Arbitration
      Association (“AAA”) in its office in Las Vegas, Nevada USA. The arbitration and
      resolution of the dispute shall be resolved by a single arbitrator appointed
      by
      the AAA pursuant to AAA rules. The arbitration shall in all respects be governed
      and conducted by applicable AAA rules, and any award and/or decision shall
      be
      conclusive and binding on the parties. The arbitration shall be conducted in
      Las
      Vegas, Nevada. The arbitrator shall supply a written opinion supporting any
      award, and judgment may be entered on the award in any court of competent
      jurisdiction. Each party shall pay its own fees and expenses for the
      arbitration, except that any costs and charges imposed by the AAA and any fees
      of the arbitrator for his services shall be assessed against the losing party
      by
      the arbitrator. In the event that preliminary or permanent injunctive relief
      is
      necessary or desirable in order to prevent a party from acting contrary to
      this
      Agreement or to prevent irreparable harm prior to a confirmation of an
      arbitration award, then either party is authorized and entitled to commence
      a
      lawsuit solely to obtain equitable relief against the other pending the
      completion of the arbitration in a court having jurisdiction over the parties.
      All rights and remedies of the parties shall be cumulative and in addition
      to
      any other rights and remedies obtainable from arbitration.




19




IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      as
      of the date first written above.




BIOGOLD
                FUELS CORPORATIONBy:WALTER
                WENDLAND, CHAIRMANBIO-GOLD
                ACQUISITION, INC.By:WALTER
                WENDLAND, CHAIRMANFULL
                CIRCLE INDUSTRIES, INC.By:STEVE
                RACOOSIN, CEO




20