SUPPLY AGREEMENT

      Supply Agreement (this  "Agreement") dated as of November 16, 2004 between
Vision Bioenergy Australia Pty. Ltd., a Nevada corporation (the "Company"),  and
SRW Nominees Pty.  Ltd., an Australian  company (the  "Supplier").  SRW Nominees
Pty. Ltd. trades under name Big Ben Services.

      WHEREAS,  the  Supplier  supplies  used  and  recycled  vegetable  oil  to
manufacturers and distributors throughout Australia;

      WHEREAS,  the Company,  through a  subsidiary,  will shortly  commence the
production and distribution of biodiesel in Australia; and

      WHEREAS,  in connection  with its  production  of  biodiesel,  the Company
desires to purchase from the Supplier,  and the Supplier  desires to sell to the
Company,  low-free  fatty  acid  recycled  vegetable  ("Oil"),  on the terms and
conditions contained herein.


      NOW, THEREFORE,  in consideration of the premises and the representations,
covenants  and  agreements  hereinafter  set forth,  and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Supplier agree as follows:


      Section 1. Supply of Oil. The Supplier  hereby agrees that upon receipt of
a purchase order from the Company indicating the requisite amount of Oil needed,
delivery instructions and any other information deemed appropriate, the Supplier
will ship to the  Company the  requested  amount of Oil in  accordance  with the
terms of the purchase order.  The Supplier agrees that the Company shall receive
most-favored nations pricing with respect to the purchase of each Oil shipment.

      Section 2.  Exclusivity.  The Supplier agrees and acknowledges that during
the term of this Agreement,  it shall not directly or indirectly  provide Oil to
any other  manufacturer,  producer or  distributor  of  biodiesel.  The Supplier
represents and warrants that the execution and delivery of this  Agreement,  and
the performance by it of its obligations  hereunder,  will not (i) conflict with
or result in a violation of any provision of its Articles of  Incorporation  and
By-Laws or (ii) violate or conflict with, or result in a breach of any provision
of, or constitute a default (or any event which with the notice or lapse of time
or both  would  become  a  default)  under,  or give to  others  any  rights  of
termination, amendment, acceleration or cancellation of, any agreement, to which
the Supplier is a party.

      Section 3. Term.  This  Agreement  shall  commence  on the date hereof and
terminate upon the prior written notice from the Company to the Supplier.

      Section 4. Independent Contractor. Nothing contained in this Agreement and
the  resulting  relationship  created  between  the parties  shall,  directly or
indirectly,  constitute  the  Supplier as a partner,  joint  venturer,  agent or
representative of the Company, the existence of which is hereby expressly denied
by both parties. Neither party shall be liable to any third party in any way for
any engagement,  obligation, contract, representation or transaction, or for any
act or omission to act, of the other.



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      Section 5. Compliance with Laws;  Taxes.  Each party shall comply with all
laws, rules, ordinances,  decrees, and regulations applicable to its activities.
The  Supplier  shall be  strictly  liable  and  indemnify  the  Company  and its
officers, directors, stockholders, employees and agents for any costs, expenses,
injuries,  and  damages  caused  to any  of the  foregoing  as a  result  of the
Supplier's  failure  to comply  with any  applicable  laws,  rules,  ordinances,
decrees, and regulations.

      Each  party  shall be  responsible  for and shall pay all  taxes,  duties,
assessments and charges, however designated,  associated with the performance of
its duties  hereunder which may now or hereafter be imposed by any  governmental
authority or agency, including without limitation, sales, use, excise, import or
export value added or similar tax or duty,  penalties and  interest,  as well as
any  costs  associated  with the  collection  or  withholding  thereof,  and all
government  permit or license  fees and all customs and similar fees levied that
each  such  party  may  incur  with  respect  to the  Agreement,  and any  costs
associated  with the collection of any of the foregoing.  The Supplier shall, on
the Company's account, assist the Company in filing all forms and documents with
the appropriate authorities as requested by the Company.

      Section 6.  Confidentiality.  The Supplier  shall hold all  information it
receives  from  the  Company  which  is   non-public,   proprietary   or  deemed
confidential by the Company (the "Confidential  Information") in confidence. The
Supplier shall neither disclose the Confidential  Information to any third party
nor use the same for any purpose other than as contained in the written  consent
of the  Company.  The  Supplier  shall use the same degree of care as it uses to
protect its own confidential  information,  but no less than reasonable care, to
prevent the unauthorized  use,  dissemination or publication of the Confidential
Information.  The Supplier will promptly advise the Company of any  unauthorized
disclosure or use of the  Confidential  Information by any person.  The Supplier
shall have the right to disclose the  Confidential  Information to its employees
and agents who need to know such information and who have executed and delivered
to the Company a written agreement containing terms and conditions substantially
similar to those stated herein.

      The Supplier further agrees and acknowledges that in the event of a breach
or default or  threatened  breach or default by the  Supplier of the  provisions
contained in this  Agreement,  the damages to the Company may be  impossible  to
ascertain  and the Company may not have an adequate  remedy at law. In the event
of any such breach or default or  threatened  breach or default by the Supplier,
the Company  shall be entitled to institute  and  prosecute  proceedings  in any
court  of  competent  jurisdiction,  either  at law or in  equity,  without  the
necessity  to post a bond or prove  special  damages,  to enforce  the  specific
performance  of the terms and  conditions of this  Agreement,  to enjoin further
violations of the  provisions  thereof and/or to obtain  damages.  Such remedies
shall  however be  cumulative  and not exclusive and shall be in addition to any
other  remedies  which the Company may have under this  Agreement or at law. The
Supplier  agrees that the  provisions  contained  in this  Agreement,  including
without  limitation  those  contained  in  Sections 2 and 6 are  reasonable  and
necessary for the protection of the Company.

<PAGE>


      Section 7.  Representations  and Warranties.  Each party hereby represents
and warrants to the other than (i) it has all  requisite  power and authority to
enter into and perform this Agreement in accordance with the terms hereof,  (ii)
the execution and delivery of this  Agreement and the  performance  of it of the
transactions  contemplated  hereby  have been  duly  authorized  and no  further
consent or  authorization  of any third party is required,  (iii) this Agreement
has been duly executed and delivered by its authorized representative,  and such
authorized  representative  is the true  and  official  representative  with the
authority to sign this  Agreement and bind such party,  and (iv) this  Agreement
constitutes a legal, valid and binding obligation of it, enforceable  against it
in accordance with the terms hereof.

      Section 8. Miscellaneous. Any and all previous agreements and arrangements
between the parties are hereby  terminated and have no further force and effect.
This  Agreement  shall  inure to the  benefit  of the  parties  hereto and their
respective  successors  and  assigns.  This  Agreement  shall be governed by and
construed in  accordance  with the laws of the State of New York without  giving
effect to  choice of law  doctrine.  Each  party  hereto  consents  to  personal
jurisdiction  in New York State and voluntarily  submits to its  jurisdiction in
any action or proceeding  with respect to this  Agreement.  Venue for any action
arising hereunder shall lie in the state and federal courts located in New York,
New York. This Agreement shall constitute the entire agreement,  whether oral or
written,  of the parties hereto and may only be amended by a writing executed by
the  parties  hereto.  This  Agreement  can  be  executed  by  facsimile  and in
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.



      [Remainder of Page Intentionally Omitted; Signature Pages to Follow]


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


                                    Vision Bioenergy Australia Pty Ltd.

                                    By: /s/ Mason Reiner
                                        ----------------------------
                                    Name:  Mason Reiner
                                    Title: Director


                                    SRW Nominees Pty. Ltd.
                                    Trading as Big Ben Services


                                    By: /s/ Ben Wajsman
                                        ----------------------------
                                    Name:  Ben Wajsman
                                    Title: Director