AMERICAN
      ETHANOL, INC.

     

    ANDREW
      FOSTER EMPLOYMENT AGREEMENT

     

    


    This
      Agreement is made by and between American Ethanol, Inc. (the “Company”) and
      Andrew Foster (“Employee”) to be effective as of May 22, 2007 (the “Effective
      Date”).

     

    1.  Duties
      and Scope of Employment.

     

    a.  Position;
      Employment Commencement Date; Duties.
      Employee’s employment with the Company pursuant to this Agreement is effective
      as of October 1, 2006 (the “Employment Commencement Date”). On and after the
      Employment Commencement Date, the Company shall employ the Employee as Chief
      Operating Officer of the Company reporting to the Board of Directors of the
      Company.  During
      the Employment Term (as defined in section 2 herein), Employee shall render
      such
      business and professional services in the performance of his duties as are
      consistent with Employee’s position within the Company, and as shall reasonably
      be assigned to him by the Board of Directors.

     

    b.  Obligations.
      During
      the Employment Term, Employee shall devote his full business efforts and time
      to
      the Company. Employee agrees during the Employment Term, not to actively engage
      in any other employment, occupation or consulting activity for any direct or
      indirect remuneration without the prior approval of the Board; provided,
      however, that Employee may serve in any capacity with any civic, educational
      or
      charitable organization. 

     

    2.  Employment
      Term.
      It is
      intended that the employment arrangement contemplated by this Agreement shall
      continue until the third anniversary of the Effective Date, with automatic
      one-year extensions thereafter unless terminated by either party on sixty days
      notice prior to the end of each respective extension year (such three-year
      period and any extensions being referred to herein as the “Employment Term”).
      Notwithstanding the foregoing, the parties agree that neither this Agreement
      nor
      any provision herein is intended to guarantee the continuation of Employee’s
      employment for the duration of the Employment Term. In the event that Employee’s
      employment with the Company terminates prior to the expiration of the Employment
      Term for any reason, the parties agree that Employee shall be entitled to
      receive only those benefits that are expressly provided by this Agreement in
      such circumstances. 

     

    3.  Employee
      Benefits.
      During
      the Employment Term, Employee shall be eligible to participate in the employee
      and fringe benefit plans maintained by the Company that are applicable to other
      employees of the Company to the full extent provided for under those plans
      for
      the position held by the Employee. 

     

    4.  Vacation.
      During
      the Employment Term, Employee shall have three weeks of paid vacation per year.
      In the event of termination, any unused vacation weeks shall be paid as salary
      continuation. 

     

    5.  Expenses.
      While
      Employee is employed during the Employment Term, the Company will reimburse
      Employee for reasonable travel, entertainment or other expenses incurred by
      Employee in the furtherance of or in connection with the performance of
      Employee's duties hereunder, in accordance with the Company's expense
      reimbursement policy as in effect from time to time. 

     

    
      
         

      

      
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    6.  Compensation.

     

    a.  Base
      Salary.
      While
      employed by the Company, the Company shall pay the Employee as compensation
      for
      his services a base salary at the annualized rate of One Hundred Eighty Thousand
      ($180,000) per year (the “Base Salary”). Such salary shall be paid periodically
      in accordance with normal Company payroll practices and subject to required
      withholding. Employee’s Base Salary shall be reviewed annually by the Company
      for possible adjustments in light of Employee’s performance and competitive
      data.

     

    b.  Bonus.
      Employee shall be entitled to receive, within 90 days after the end of each
      year, an annual bonus (the “Bonus”) of up to $50,000 based upon Employee’s
      performance and other criteria to be established by the Company. Except as
      permitted under Section 7, Employee must be employed by the Company during
      the
      entire applicable bonus period for the payment of the Bonus. With respect to
      any
      subjective milestones, the determination of whether Employee has attained the
      mutually agreed upon milestones for the Bonus shall be reasonably determined
      by
      the Employee’s supervisor.

     

    c.  Shares/Options.
      Employee shall be granted a stock option (the “Stock Option”) to purchase a
      total of 300,000 shares of Company common stock with a per share exercise price
      equal to the fair market value of the shares on the date of grant. The Stock
      Option shall vest as follows: 180,000 shares subject to the Stock Option shall
      vest on the Employment Commencement Date, and an additional 10,000 shares
      subject to the Stock Option shall vest on the last day of each calendar quarter
      thereafter, so as to be one hundred percent (100%) vested on the three (3)
      year
      anniversary of the Employment Commencement Date, conditioned upon Employee’s
      continued employment or service as a director with the Company as of each
      vesting date. Except as specified otherwise herein, the Stock Option grant
      will
      be in all respects subject to the terms, definitions and provisions of any
      Company Stock Plan and the standard form of stock option agreement thereunder
      (the “Option Agreement”).

     

    d.  Severance.

     

    i.  Involuntary
      Termination Other Than for Cause; Constructive Termination.
      If
      Employee’s employment with the Company is Constructively Terminated or
      involuntarily terminated by the Company other than for Cause (as defined below),
      Employee’s death, or Employee’s Total Disability, then, subject to Employee
      executing and not revoking a standard form of mutual release of claims with
      the
      Company,
      Employee
      shall be entitled to receive continuing payments of severance pay (less
      applicable withholding taxes) at the rate equal to Employee’s Base Salary, as
      then in effect, for a period of three (3) months from the date of such
      termination in accordance with the Company’s normal payroll practices. In
      addition to the foregoing severance benefits, Employee shall receive at the
      Company’s expense 100% of Company-paid health, dental and vision insurance
      benefits at the same level of coverage as was provided to Employee immediately
      prior to the termination of Employee’s employment with the Company
      (“Company-Paid Coverage”). If such coverage included Employee’s dependents
      immediately prior to Employee’s termination, such dependents shall also be
      covered at the Company’s expense. Company-Paid Coverage shall continue until the
      earlier of (i) three (3) months following the date of the termination of
      Employee’s employment ( the “Benefits Termination Date”), or (ii) the date upon
      which Employee or Employee’s dependents become covered under another employer’s
      group health, dental and vision insurance benefit plans.

     

    
      
         

      

      
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    ii.  Involuntary
      Termination Other Than for Cause; Constructive Termination On or Following
      Change of Control.
      If, on
      or following a Change of Control, Employee’s employment with the Company is
      Constructively Terminated or involuntarily terminated by the Company other
      than
      for Cause, Employee’s death, or Employee’s Total Disability, then, subject to
      Employee executing and not revoking a standard form of mutual release of claims
      with the Company, in addition to the severance benefits set forth in Section
      6d(i) above, all of Employee’s stock options and restricted stock shall
      immediately accelerate vesting as to 100% of the then unvested
      shares.

     

    iii.  Cause
      Definition.
      For the
      purposes of this Agreement, “Cause” means (1)  Employee’s material, willful
      and continuing breach of his obligations to the Company after thirty (30)
      days written notice from the Company specifying the nature of Employee’s breach
      and demanding that such breach be remedied (unless such breach by its nature
      cannot be cured, in which case notice and an opportunity to cure shall not
      be
      required); (2) Employee’s conviction of a felony that is injurious to the
      Company or its business; or (3) act or acts of dishonesty by Employee that
      are injurious to the Company or its business.

     

    iv.  Constructive
      Termination Definition.
      For the
      purposes of this Agreement, “Constructive Termination” means, without Employee’s
      written consent, (i) a material reduction in Employee’s salary or benefits;
      provided, however, that a reduction in Employee’s salary or benefits will not
      constitute a Constructive Termination if it is part of and proportional to
      a
      reduction in salary or benefits of the Company’s executive staff as a whole,
      (ii) a material diminution of Employee’s officer title, duties, authority or
      responsibilities as in effect immediately prior to such diminution.

     

    v.  Change
      of Control Definition.
      For the
      purposes of this Agreement, “Change of Control” means, in one or a series of
      transactions: (1) a reorganization or merger of the Company with or into
      any other Company which will result in the Company’s shareholders immediately
      prior to such transaction not holding, as a result of such transaction, at
      least
      50% of the voting power of the surviving or continuing entity or the entity
      controlling the surviving or continuing entity; (2) a sale of all or
      substantially all of the assets of the Company which will result in the
      Company’s shareholders immediately prior to such sale not holding, as a result
      of such sale, at least 50% of the voting power of the purchasing entity;
      (3) a change in the majority of the Board not approved by at least
      two-thirds of the Company’s directors in office prior to such change; or
      (4) the adoption of any plan of liquidation providing for the distribution
      of all or substantially all of the Company’s assets. It is the intent of the
      Company to move into the public arena and such transaction, which may include
      the merger or acquisition of the Company, shall not constitute a Change of
      Control for purposes of this agreement.

     

    vi.  Total
      Disability Definition.
      For the
      purposes of this Agreement, “Total Disability” shall mean Employee’s mental or
      physical impairment which has or is likely to prevent Employee from performing
      the responsibilities and duties of his position for three (3) months or more
      in
      the aggregate during any six (6) month period. Any question as to the existence
      or extent of Employee’s disability upon which the Employee and the Company
      cannot agree shall be resolved by a qualified independent physician who is
      an
      acknowledged expert in the area of the mental or physical impairment, selected
      in good faith by the Board and Employee (or his personal
      administrator).

     

    
      
         

      

      
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    vii.  No
      Mitigation.
      Except
      as specifically provided herein, the Employee shall not be required to mitigate
      the value of any severance benefits contemplated by this Agreement, nor shall
      any such benefits be reduced by any earnings or benefits that the Employee
      may
      receive from any other source.

     

    viii.  Voluntary
      Termination other than pursuant to a Constructive Termination; Involuntary
      Termination for Cause.
      If,
      during the Employment Term, the Employee's employment is terminated by the
      Company for Cause, or by Employee for any reason, other than death, Total
      Disability or pursuant to a Constructive Termination, then all further vesting
      of any option, restricted stock award or other Company equity compensation
      held
      by Employee will cease immediately (however, Employee shall be permitted to
      exercise vested options for the time period specified in his option agreements
      and he shall retain all vested restricted shares) and all payments of
      compensation by the Company to Employee hereunder will terminate immediately
      (except as to amounts already earned). 

     

    ix.  Involuntary
      Termination on Death.
      If,
      during the Employment Term, the Employee's employment is terminated by the
      Company as a result of Employee’s death, then 50% of unvested equity awards from
      the Company then held by Employee shall immediately vest, or if Employee is
      then
      holding unvested shares, the Company’s right to repurchase the then-unvested
      shares under each such equity award shall lapse, with respect to 50% of the
      shares under each such award. 

     

    7.  Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of (a) the heirs,
      beneficiaries, executors and legal representatives of Employee upon Employee’s
      death and (b) any successor of the Company. Any such successor of the
      Company shall be deemed substituted for the Company under the terms of this
      Agreement for all purposes. As used herein, “successor” shall include any
      person, firm, corporation or other business entity which at any time, whether
      by
      purchase, merger or otherwise, directly or indirectly acquires all or
      substantially all of the assets or business of the Company. 

     

    8.  Notices.
      All
      notices, requests, demands and other communications called for hereunder shall
      be in writing and shall be deemed given if (i) delivered personally or by
      facsimile, (ii) one (1) day after being sent by Federal Express or a
      similar commercial overnight service, or (iii) three (3) days after being
      mailed by registered or certified mail, return receipt requested, prepaid and
      addressed to the parties or their successors in interest at the following
      addresses, or at such other addresses as the parties may designate by written
      notice in the manner aforesaid:

     

    a.  If
      to the Company:

    


    American
      Ethanol, Inc.

    10600
      N.
      De Anza Blvd., Suite 250

    Cupertino,
      CA 95014

    Fax:
      (408) 904-7536

     

    b.  If
      to Employee:

    


    or
      at the
      last residential address known by the Company.

     

    
      
         

      

      
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    1.  Proprietary
      Information Agreement.
      Employee agrees to enter into the Company’s standard Employment, Confidential
      Information and Invention Assignment Agreement (the “Proprietary Information
      Agreement”) upon commencing employment hereunder.

     

    2.  Entire
      Agreement.
      This
      Agreement, the Stock Option agreement, the employee benefit plans referred
      to in
      Section 3 and the Proprietary Information Agreement represent the entire
      agreement and understanding between the Company and Employee concerning
      Employee’s employment relationship with the Company, and supersede and replace
      any and all prior agreements and understandings concerning Employee’s employment
      relationship with the Company.

     

    3.  No
      Oral Modification, Cancellation or Discharge.
      This
      Agreement may only be amended, canceled or discharged in writing signed by
      Employee and the Company’s Executive Chairman.

     

    4.  Withholding.
      The
      Company shall be entitled to withhold, or cause to be withheld, from payment
      any
      amount of withholding taxes required by law with respect to payments made to
      Employee in connection with his employment hereunder.

     

    5.  Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of California without
      reference to rules relating to conflict of law.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of May 22,
      2007:

     

    
      
        	 
	
                AMERICAN
                  ETHANOL, INC.

              
	 
	 
	
                /s/
                  Eric A. McAfee

              
	
                Eric
                  A. McAfee

              
	
                Executive
                  Chairman

              
	 
	
                Date:
                  May 22, 2007

              
	 
	 
	
                EMPLOYEE

              
	 
	 
	
                /s/
                  Andrew Foster

              
	
                Andrew
                  Foster

              
	 
	
                Date:
                  May 22, 2007

              


      

    

     

    
      
         

      

      
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