exhibit10-4.htm


    ASSET
      PURCHASE, SETTLEMENT AND MUTUAL RELEASE AGREEMENT

    


    BETWEEN

    


    BETTER
      BIODIESEL, INC.

    A
      Colorado Corporation

    (BBI)

    


    and

    


    RON
      CRAFTS, MARY CRAFTS, JAMES CRAWFORD, JOHN CRAWFORD LYNN DEAN CRAWFORD and
      CULINARY CRAFTS, LLC, a Utah Liability Company

     (Shareholders)

    


    


    December
      __, 2007

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     ASSET
      PURCHASE, SETTLEMENT AND MUTUAL RELEASE AGREEMENT

    


    


    This
      Asset Purchase, Settlement and
      Mutual Release Agreement (this “Agreement”) is made this ____ day of
      December, 2007 (the “Effective Date”), by and between Better Biodiesel,
      Inc., a Colorado corporation (“BBI”), Domestic Energy Partners, LLC, a
      Utah limited liability company, and wholly owned subsidiary of Better Biodiesel
      (“DEP”), and Ron Crafts, Mary Crafts (collectively with Ron Crafts, the
“Crafts”), James Crawford, John Crawford, Lynn Dean Crawford
      (collectively with James Crawford and John Crawford, the “Crawfords”),
      and Cullinary Crafts, LLC, a Utah limited liability company (collectively with
      the Crafts and the Crawfords, the “Shareholders”).  The parties
      hereto are referred to herein each as a “Party” and collectively as the
“Parties.”

    


    WHEREAS,
      BBI is engaged in the business
      of biodiesel technology development and biodiesel fuel production and
      distribution (the “Business”);

    


    WHEREAS,
      BBI owns 100% of the
      membership interests in DEP (the “DEP Membership
      Interests”);

    


    WHEREAS,
      for various business reasons, it is the desire of BBI to separate a portion
      of
      the Business (the “Separated Business”) from BBI, and to enable the
      Shareholders to concentrate their efforts to operate the Separated Business
      through DEP while BBI thereafter continues to develop, diversify, and operate
      the remaining portion of the Business;

    


    WHEREAS,
      excepting the Separated Business, BBI and its management do not intend to sell
      Business;

    


    WHEREAS,
      neither DEP nor the Shareholders have any plan or intention to sell DEP or
      the
      assets or operations of DEP;

    


    NOW
      THEREFORE, in consideration of the foregoing, the mutual covenants of the
      Parties set forth in this Agreement, and other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, the Parties,
      intending to be legally bound, agree as follows:

    


    Recitals.

    


    The
      foregoing recitals are hereby
      acknowledged to be true and are hereby incorporated into the Agreement as if
      set
      forth herein in full.

    


    


    


    Definitions.

    


    “Affiliate”
has
      the meaning set
      forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange
      Act.

    


    “Assigned
      Assets” has the
      meaning set forth in Section 3(a) below.

    


    “Assigned
      Contracts” has the
      meaning set forth in Section 3(c) below.

    


    “Assumed
      Liabilities” has the
      meaning set forth in Section 3(b) below.

    


    “BBI”
has
      the meaning set forth
      in the preface above.

    


    “Business”
has
      the meaning set
      forth in the preface above.

    


    “Claims”
has
      the meaning set
      forth in Section 8 below.

    


    “Closing”
has
      the meaning set
      forth in Section 4 below.

    


    “Crafts”
has
      the meaning set
      forth in the preface above.

    


    “Crawfords”
has
      the meaning set
      forth in the preface above.

    


    “Damages”
shall
      mean any and all
      costs, losses, damages, liabilities, demands, claims, suits, actions, judgments,
      causes of action, assessments or expenses, including interest, penalties, fines
      and attorneys' fees and expenses incident thereto, incurred in connection with
      any claim for indemnification arising out of this Agreement, and any and all
      amounts paid in settlement of any such claim.

    


    “DEP”
shall
      mean Domestic Energy
      Partners, LLC, a Utah limited liability company, and its wholly owned
      subsidiaries, Domestic Energy Leasing, LLC, a Utah limited liability company,
      and Domestic Energy Licensing, LLC, a Utah limited liability
      company.

    


    “DEP
      Membership Interest” has
      the meaning set forth in the preface above.

    


    “Effective
      Date” the meaning set
      forth in the preface above.

    


    “Liability”
means
      any liability
      (whether known or unknown, whether asserted or unasserted, whether absolute
      or
      contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
      and whether due or to become due), including any liability for
      Taxes.

    


    “Party”
and
“Parties”
      have the meanings set forth in the preface above.

    


    “Person”
means
      an individual, a
      partnership, a corporation, an association, a joint stock company, a trust,
      a
      joint venture, an unincorporated organization or a governmental entity (or
      any
      agency or political subdivision thereof).

    


    “Separated
      Business” has the
      meaning set forth in the preface above.

    


    “Shareholders”
has
      the meaning
      set forth in the preface above.

    


    “Tax”
means
      any federal, state,
      local or foreign income, gross receipts, license, payroll, employment, excise,
      severance, stamp, occupation, premium, windfall profits, environmental
      assessments, customs duties, capital stock, franchise, profits, withholding,
      social security (or similar), unemployment, disability, real property, personal
      property, sales, use, transfer, registration, value added, alternative, minimum,
      estimated, or other tax of any kind whatsoever, including any interest, penalty
      or addition thereto, whether disputed or not.

    


    Basic
      Transaction.

    


    (a)           Transfer
      of Assets to DEP.  BBI has assigned, transferred, and delivered to
      DEP all of the personal property, assets, tangible and intangible, including
      the
      goodwill associated therewith, in connection with, and that are necessary and
      desirable in, the operation of the Separated Business, including but not limited
      to the assets described in Exhibit C (the “Assigned Assets”) of each of
      the consent resolutions of BBI and DEP (including its subsidiaries), dated
      as of
      the date hereof, approving the transactions contemplated by this Agreement
      (collectively, the “Consent Resolutions”), free and clear of any and all
      current and existing debts, obligations, claims, limitations, liens and/or
      any
      other encumbrances whatsoever, excepting any professional liens that may exist
      in favor of the law firm of Workman Nydeggar on the intellectual property
      included in the Assigned Assets.

    


    (b)           Assumption
      of Liabilities by DEP. On and subject to the terms and conditions of this
      Agreement, the Shareholders agree and acknowledge that DEP has assumed all
      of
      BBI’s liabilities, and have retained DEP’s liabilities, if any, in connection
      with, or obligations owed to, any of Ron Crafts, Culinary Crafts, LLC, or the
      Crawfords, as listed on Exhibit D of the Consent Resolutions (the “Assumed
      Liabilities”).  Except for the Assumed Liabilities, the Parties
      agree and acknowledge that DEP has no liabilities other than the Assumed
      Liabilities.  The Parties acknowledge the potential existence of
      professional liens in favor Workman Nydegger that may exist on the intellectual
      property included in the Assigned Assets and that DEP is not assuming any
      payment obligation to Workman Nydegger.

    


    (c)           Transfer
      of Contracts to DEP.  BBI has, and has caused its subsidiaries to,
      assign, transfer, and convey to DEP all of the contracts, in connection with,
      and that are necessary and desirable in, the operation of the Separated
      Business, including but not limited to the contracts described in Exhibit E
      of
      the Consent Resolutions (the “Assigned Contracts”), free and clear of any
      and all debts, obligations, claims, limitations, liens and/or any other
      encumbrances whatsoever (excepting those contractual obligations arising
      directly from the Assigned Contracts).

    


    (d)           Distribution
      of DEP Membership Interests. At the Closing (as defined below), BBI
      will distribute 100% of the outstanding membership interests of DEP to the
      Shareholders, in the amounts shown on Schedule 3(c) hereto, in consideration
      of
      and exchange for 15,750,000 shares of common stock in BBI held by the
      Shareholders in the amounts shown in Schedule 3(c) hereto (the “BBI
      Stock”).  At the Closing, the Shareholders shall deliver one or
      more certificates representing such shares in BBI.

    


    Closing.

    


    The
      closing of the transaction
      contemplated by this Agreement (the “Closing”) will take place at the
      offices of BBI, or such other location agreed to by the Parties, and shall
      be
      effective upon the Shareholder’s transfer of the BBI stock to the
      BBI.

    


    Representations
      and Warranties of BBI. BBI represents and warrants to the Shareholders that
      the statements contained in this Section 4 are correct and complete as of the
      Effective Date.

    


    (a)           Organization
      of the BBI.  Better Biodiesel, Inc. is a corporation duly
      organized, validly existing and in good standing under the laws of the state
      of
      Colorado.  Domestic Energy Partners, LLC, is a limited liability
      company and wholly owned subsidiary of Better Biodiesel, Inc., validly existing
      and in good standing under the laws of the state of Utah. Domestic Energy
      Leasing, LLC, is a Utah limited liability company and wholly owned subsidiary
      of
      Domestic Energy Partners, LLC, and Domestic Energy Licensing, LLC, is a Utah
      limited liability company and wholly owned subsidiary of Domestic Energy
      Partners, LLC; both validly existing and in good standing under the laws of
      the
      state of Utah.

    


    (b)           Authorization
      of Transaction.  BBI has full power and authority (including full
      corporate power and authority) to execute and deliver this Agreement and to
      perform its obligations hereunder.  This Agreement constitutes the
      valid and legally binding obligation of BBI, enforceable in accordance with
      its
      terms and conditions.

    


    (c)           Assignment
      of Assets. BBI has assigned, transferred, and delivered to DEP all of the
      Assigned Assets.

    


    (d)           Title
      to Assets.  At the execution of this Agreement by the Parties, DEP
      will have good and marketable title to all of the Assigned Assets, free and
      clear of any Liabilities (other than the Assumed Liabilities), including all
      debts, obligations, claims, limitations, liens, security interests, restrictions
      on transfer and/or any other encumbrances whatsoever on Assigned Assets,
      excepting any professional liens in favor of the law firm of Workman Nydeggar
      that may exist on the intellectual property included in the Assigned
      Assets.

    


    (e)           Assumed
      Liabilities.  At the execution of this Agreement by the Parties,
      DEP will have no Liabilities other than the Assumed Liabilities, and there
      will
      exist no defaults or notices thereof with respect to any of the Assumed
      Liabilities.

    


    (f)           Assignment
      of Contracts. At the execution of this Agreement by the Parties, DEP will
      have no contracts other than the Assigned Contracts.  All of the
      Assigned Contracts are in full force and effect, and there are no breaches,
      defaults, or notices of thereof with respect to any of the Assigned
      Contracts.

    


    (g)           Noncontravention.  Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (i) violate any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge or other
      restriction of any government, governmental agency, or court to which BBI or
      any
      of its subsidiaries is subject or, as applicable, any provision of its charter
      or bylaws or (ii) conflict with, result in a breach of, constitute a default
      under, result in the acceleration of, create in any party the right to
      accelerate, terminate, modify or cancel, or require any notice under any
      agreement, contract, lease, license, instrument or other arrangement to which
      BBI or any of its subsidiaries is a party or by which any of the Shareholders
      is
      bound or to which BBI’s or any of its subsidiaries’ assets is
      subject.  The Shareholders do not need to give any notice to, make any
      filing with, or obtain any authorization, consent, or approval of any government
      or governmental agency in order for the Parties to consummate the transactions
      contemplated by this Agreement.

    


    (h)           Brokers’
      Fee.  BBI will have no Liability or obligation to pay any fees or
      commissions to any broker, finder or agent with respect to the transactions
      contemplated by this Agreement for which the Shareholders could become liable
      or
      obligated.

    


    (i)           Limitation
      of Representations and Warranties.  Except for the representations
      and warranties of the Shareholders expressly set forth in Section 6 below,
      BBI
      has not relied upon any representations and warranties in making its
      determination to enter into this Agreement and consummate the matters provided
      for herein

    


    (j)           Disclosure.  The
      representations and warranties contained in this Section 5 above do not contain
      any untrue statement of a material fact or omit to state any material fact
      necessary in order to make the statements and information contained in this
      Section 5 above not misleading.

    


    (k)           Indemnification.
      In the event BBI (i) breaches or is deemed to have breached any of the
      representations and warranties contained in this Agreement or (ii) fails to
      perform or comply with any of the covenants and agreements set forth in this
      Agreement, BBI shall hold harmless, indemnify and defend Shareholders, and
      each
      of its directors, officers, shareholders, attorneys, representatives and agents,
      from and against any Damages incurred or paid by the acquirer to the extent
      such
      Damages arise or result from a breach by BBI of any such representations or
      warranties or a violation of any covenant in this Agreement.

    


    Representations
      and Warranties of the Shareholders. The Shareholders represent and warrant
      to BBI that the statements contained in this Section 6 are correct and complete
      as of the Effective Date.

    


    (a)           Organization
      of Culinary Crafts.  Culinary Crafts, LLC, is a limited liability
      company duly organized, validly existing, and in good standing under the laws
      of
      the State of Utah.

    


    (b)           Authorization
      of Transaction.  Each of the Shareholders has full power and
      authority (including full corporate power and authority) to execute and deliver
      this Agreement and to perform its obligations hereunder.  This
      Agreement constitutes the valid and legally binding obligation of the
      Shareholders, enforceable in accordance with its terms and
      conditions.

    


    (c)           Noncontravention.  Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (i) violate any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge or other
      restriction of any government, governmental agency, or court to which any of
      the
      Shareholders is subject or, as applicable, any provision of its charter or
      bylaws or (ii) conflict with, result in a breach of, constitute a default under,
      result in the acceleration of, create in any party the right to accelerate,
      terminate, modify or cancel, or require any notice under any agreement,
      contract, lease, license, instrument or other arrangement to which any of the
      Shareholders is a party or by which any of the Shareholders is bound or to
      which
      any of the Shareholders’ assets is subject.  The Shareholders do not
      need to give any notice to, make any filing with, or obtain any authorization,
      consent, or approval of any government or governmental agency in order for
      the
      Parties to consummate the transactions contemplated by this
      Agreement.

    


    (d)           Brokers’
      Fee.  The Shareholders have no Liability or obligation to pay any
      fees or commissions to any broker, finder or agent with respect to the
      transactions contemplated by this Agreement for which BBI could become liable
      or
      obligated.

    


    (e)           Limitation
      of Representations and Warranties.  Except for the representations
      and warranties of BBI expressly set forth in Section 5 above, the Shareholders
      have not relied upon any representations and warranties in making its
      determination to enter into this Agreement and consummate the matters provided
      for herein

    


    (f)           Disclosure.  The
      representations and warranties contained in this Section 6 above do not contain
      any untrue statement of a material fact or omit to state any material fact
      necessary in order to make the statements and information contained in this
      Section 6 above not misleading.

    


    (g)           Indemnification.
      In the event Shareholders (i) breach or are deemed to have breached any of
      the
      representations and warranties contained in this Agreement or (ii) fail to
      perform or comply with any of the covenants and agreements set forth in this
      Agreement, Shareholders shall hold harmless, indemnify and defend BBI, and
      each
      of its directors, officers, shareholders, attorneys, representatives and agents,
      from and against any Damages incurred or paid by the acquirer to the extent
      such
      Damages arise or result from a breach by Shareholders of any such
      representations or warranties or a violation of any covenant in this
      Agreement.

     

    Covenants
      of the Parties.

    


    (a)           Joint
      Statement.  Promptly following the Closing, if requested by the
      Shareholders, BBI will cooperate in issuing a joint statement to suppliers,
      customers, and such other parties as may be agreed upon by the Shareholders
      and
      the BBI, advising them of the transactions contemplated hereunder.

    


    (b)           Post-Closing
      Access and Cooperation.  For the period following the Closing,
      each Party will provide the other with reasonable access to such documents,
      books, records, agreements, contracts, plans and financial data.

    


    (c)         No
      Disparagement.  Each of the Parties hereby agree that it shall
      not, directly or indirectly, disparage the name or business of any other Party
      hereto or any of its current and former predecessors, successors, assigns,
      parent companies, subsidiaries, affiliates, officers, directors, members,
      shareholders, managers, employees, family members, and agents.

    


    (d)           Saleable
      Fuel.  The Parties agree and acknowledge that the proceeds from
      (a) approximately 9,200 gal. of saleable, not-to-specification fuel that will
      be
      retained by BBI but stored at the facilities located at 355 South 1550 West
      in
      Spanish Fork, Utah, for the purpose of being sold and (b) any receivables
      collected from Cardwell Distributing Inc. in connection with fuel rebates
      (approximately $4,500) will be applied to current accrued payroll (excluding
      any
      of the Assumed Liabilities), any immediate insurance obligations, and critical
      costs for filing year-end statements.

    


    (e)           Further
      Assurances. At any time and from time to time after the Closing, the Parties
      shall cooperate with each other to execute and deliver any other documents,
      instruments of transfer or assignment, files, books and records and do all
      further acts and things as may reasonably be required to carry out the intent
      of
      the Parties under this Agreement.  Without limiting the generality of
      the foregoing, following the Closing, at the request of the Shareholders, BBI
      shall execute and deliver any further documents and instruments and take all
      reasonable action as may be necessary or appropriate (i)to vest in DEP all
      of
      BBI’s title to the Assigned Assets; and (ii) to transfer to DEP all of BBI’s
      rights to permits necessary for the operation of the Assigned
      Assets.

    
 

    Mutual
      and General Releases.

    


    (a)         BBI.  BBI
      and each of its respective predecessors, successors, affiliates, present and
      former subsidiaries, divisions, parents, their respective present and former
      officers, employees, agents and shareholders hereby release and forever
      discharge the Shareholders and each of their respective past, present or future
      subsidiaries, affiliates, shareholders, officers, directors, employees,
      insurers, agents, predecessors, successors and assigns (collectively, the
“Shareholders’ Released Parties”) of and from any and all claims,
      actions, suits, causes of action, debts, fees, costs, expenses (including
      attorneys’ fees), contracts, promises, liens, liabilities, losses, demands,
      controversies, agreements, promises, trespasses, and damages in law or in equity
      of any nature whatsoever (“Claims”), known or unknown, unless concealed
      by acts of fraud, or unforeseen, fixed or contingent, under statute or
      otherwise, and whether existing now or in the future, that BBI now has or may
      have had, or hereafter claims to have, against the Shareholders’ Released
      Parties relating to, resulting from, arising out of (i) Shareholders’
involvement with BBI, or (ii) actions taken by Shareholders on or prior to
      the
      date hereof; provided, however, that this release shall not apply to the
      obligations of Shareholders under this Agreement.

    


    (b)           Shareholders.  Shareholders
      and each of their respective predecessors, successors, affiliates, present
      and
      former subsidiaries, divisions, parents, their respective present and former
      officers, employees, agents and members hereby release and forever discharge
      BBI
      and its past, present or future subsidiaries, affiliates, shareholders,
      officers, directors, employees, insurers, agents, predecessors, successors
      and
      assigns (collectively “BBI Released Parties”) of and from any and all
      Claims, known or unknown, unless concealed by acts of fraud, or unforeseen,
      fixed or contingent, under statute or otherwise, and whether existing now or
      in
      the future, that Shareholders now have or may have had, or hereafter claims
      to
      have, against BBI Released Parties relating to, resulting from, arising out
      of
      monies owed to any of the Shareholders on or prior to the date hereof, including
      but not limited to all claims arising out of or in connection with any of the
      Shareholders’ employment or separation of employment with the BBI, and including
      but not limited to: (i) any and all claims for violation of any federal, state
      or municipal statute, including but not limited to Title VII of the Civil Rights
      Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities
      Act,
      the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee
      Retirement Income Security Act, and applicable state laws relating to
      discrimination and the payment of wages; (ii) any and all claims for wrongful
      discharge of employment; termination in violation of public policy;
      discrimination; breach of contract; breach of a covenant of good faith and
      fair
      dealing; promissory estoppel; negligent or intentional infliction of emotional
      distress; negligent or intentional misrepresentation; negligent or intentional
      interference with contract or prospective economic advantage; unfair business
      practices; defamation; libel; slander; negligence; personal injury; assault;
      battery; invasion of privacy; false imprisonment; and conversion; (iii) any
      and
      all claims arising out of any other laws and regulations relating to employment,
      employment discrimination, wages, commissions and employee benefits; (iv) any
      and all Claims, known, unknown, or unforeseen, fixed or contingent, under
      statute or otherwise, and whether existing now or in the future, that any of
      the
      Shareholders now have or may have had, or hereafter claims to have, against
      BBI
      Released Parties relating to, resulting from, arising out of monies owed to
      any
      of the Shareholders on or prior to the date hereof; or (v) any and all claims
      for attorneys’ fees and costs; provided, however, that this release shall not
      apply to the obligations of the Shareholders under this Agreement.

    


    Waiver
      of Unknown Claims.  Each of the Parties understands that it is
      possible that an unknown injury, damage, diminution or loss, action or suit,
      lien, theory of recovery, lawsuit, claim or cause of action may exist, or may
      arise in the future, which if known by the Parties would have materially
      affected their decision to settle on the terms set forth in this
      Agreement.  Each of the Parties agrees that the exchange set forth
      herein is fair consideration for settling the claims and entering into this
      Agreement, and that this Agreement was entered into in good faith.

    


    No
      Admission of Liability.  This Agreement does not constitute any
      admission by any Party (and shall not be admissible in a proceeding as evidence)
      that any action such Party, its agents or employees took with respect to the
      other was wrongful, unlawful or in violation of any local, state or Federal
      act,
      statute, regulation or constitution, public policy, or contact, or susceptible
      of inflicting any damages or injury whatsoever on the other Party, and each
      Party hereto specifically denies any such wrongdoing or violation.  It
      is further agreed that this Agreement is entered into in part for compromise
      and
      in an effort to resolve fully all matters and issues related to or arising
      out
      of liabilities of the Parties.

    


    Confidentiality.  Whether
      or not the Parties consummate the transactions contemplated in this Agreement,
      neither BBI nor the Shareholders (i) shall not use any of the information
      disclosed to the Shareholders concerning BBI, or BBI concerning the
      Shareholders, as the case may be, or the Acquired Assets for any reason other
      than those reasonably contemplated by this Agreement; (ii) shall destroy or
      return to BBI or the Shareholders, as the case may be, as much of such written
      information as BBI or the Shareholders, as the case may be, may reasonably
      request, and (iii) shall maintain in confidence all such information, whether
      obtained in writing, orally or otherwise, except for information generally
      known
      to the public other than through BBI’s or the Shareholders’ breach of the
      covenants of this Section.


    


    Miscellaneous.

    


    (a)           No
      Third-Party Beneficiaries.  This Agreement shall not confer any
      rights or remedies upon any Person other than the Parties and their respective
      successors and permitted assigns.

    


    (b)           Succession
      and Assignment.  This Agreement shall be binding upon and inure to
      the benefit of the Parties named herein and their respective successors and
      permitted assigns.  No Party may assign either this Agreement or any
      of its rights, interests or obligation hereunder without the prior written
      approval of the other Party.

    


    (c)           Notices.  All
      notices, requests, demands, claims and other communications hereunder will
      be in
      writing.  Any notice, request, demand, claim or other communications
      hereunder shall be deemed duly given if (and then two business day after) it
      is
      sent by registered or certified mail, return receipt requested, postage prepaid
      and addressed to the intended recipient as set forth below:

    
      	
              If
                to Better Biodiesel:

            	
              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

               

            
	
              With
                a copy to:

            	
              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

            
	
              If
                to the Shareholders:

            	
              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

              _______________________

            
	 	 
	 	 
	 	 
	 	 


    

    


    Any
      Party
      may send any notice, request, demand, claim or other communication hereunder
      to
      the intended recipient at the address set forth above using personal delivery,
      expedited courier, messenger service, but no such notice, request, demand,
      claim
      or other communication shall be deemed to have been duly given unless and until
      it actually is received by the intended recipient.  Any Party may
      change the address to which notices, requests, demands, claims and other
      communications hereunder are to be delivered by giving the other Party notice
      in
      the manner herein set forth.

    (d)           Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the domestic laws of the State of Utah without giving effect
      to
      any choice or conflict of law provision or rule (whether of the State of
      Washington or any other jurisdiction) that would cause the application of the
      laws of any jurisdiction other than the State of Utah.

    


    (e)           Amendments
      and Waivers.  No amendments of any provision of this Agreement
      shall be valid unless the same shall be in writing and signed by the
      Shareholders and BBI.  No waiver by any Party of any default,
      misrepresentation, or breach of warranty or covenant hereunder, whether
      intentional or not, shall be deemed to extend to any prior or subsequent
      default, misrepresentation or breach of warranty or covenant hereunder or affect
      in any way any rights arising by virtue of any prior or subsequent such
      occurrence.

    


    (f)           Severability.  Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction.

    


    (g)           Expenses.  Each
      of the Shareholders and BBI will bear its own costs and expenses (including
      legal fees and expenses) incurred in connection with this Agreement and the
      transactions contemplated hereby.

    (h)           Headings.  The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

    


    (i)           Construction.  The
      Parties have participated jointly in the negotiation and drafting of this
      Agreement.  In the event an ambiguity or question of intent or
      interpretation arises, this Agreement shall be construed as if drafted jointly
      by the Parties and no presumption or burden of proof shall arise favoring or
      disfavoring any Party by virtue of the authorship of any of the provisions
      of
      this Agreement.  Any reference to any federal, state, local or foreign
      statute or law shall be deemed also to refer to all rules and regulations
      promulgated thereunder, unless the context requires otherwise.  The
      word “including” shall mean including without limitation.  The Parties
      intend that each representation, warranty and covenant contained herein shall
      have independent significance.  If any Party has breached any
      representation, warranty or covenant contained herein in any respect, the fact
      that there exists another representation, warranty or covenant relating to
      the
      same subject matter (regardless of the relative levels of specificity) which
      the
      Party has not breached shall not detract from or mitigate the fact that the
      Party is in breach of the first representation, warranty or
      covenant.

    


         
      (j)           Incorporation
      of Exhibits.  The Exhibits identified in this Agreement, as well
      as Exhibit F of the Consent Resolutions, setting forth the value of the Assigned
      Assets, Assumed Liabilites, and the BBI Stock, are incorporated herein by
      reference and made a part hereof.

    


    (k)           Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original but all of which together will constitute one and the same
      instrument.  This Agreement may be executed by facsimile.

    


    (l)           Entire
      Agreement.  This Agreement and the Exhibits hereto (including the
      documents referred to herein) constitutes the entire agreement between the
      Parties and supersedes any prior understandings, agreements, or representations
      by or between the Parties, written or oral, to the extent they related in any
      way to the subject matter hereof.

    


    


    


    IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
      date
      first above written:

    


    
      	
              BETTER
                BIODIESEL, INC.

               

               

              By:           /s/
                David
                Otto                                           

              Name:  David
                Otto

              Its:         Director

               

               

            	
              DOMESTIC
                ENERGY PARTNERS, LLC

               

               

              By:           /s./
                David
                Otto                                                      

              Name:  David
                Otto, on behalf of Better Biodiesel, as Sole Member and Manager of
                Domestic Energy Partners, LLC

               

            
	
              MARY
                CRAFTS

               

               

              By:           /s/
                Mary
                Crafts                                           

            	
              JAMES
                CRAWFORD

               

               

              By:           /s/
                James
                Crawford                                           

            
	
              JOHN
                CRAWFORD

               

               

              By:           /s/
                John
                Crawford                                           

               

            	
              LYNN
                DEAN CRAWFORD

               

               

              By:           /s/
                Lynn Dean
                Crawford                                           

            
	
              RON
                CRAFTS

               

               

               

              By:__/s/
                Ron Crafts____________

               

               

              CULINARY
                CRAFTS, LLC

               

               

              By:           /s/
                Ron
                Crafts                                           

              Name:  Ron
                Crafts

              Its:        Co-Owner

              By:           /s/
                Mary
                Crafts                                           

              Name:  Mary
                Crafts

              Its:        Co-Owner

            	 


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Schedule
      3(c)

    


    
      	
              Shareholder

            	
              Shares
                of BBI

            	
              Ownership
                Percentage of DEP

            
	
              Ron
                Crafts

            	
              5,250,000

            	
              33.33%

            
	
              Mary
                Crafts

            	
              -0-

            	
              0%

            
	
              James
                Crawford

            	
              1,494,500

            	
              9.50%

            
	
              John
                Crawford

            	
              5,250,000

            	
              33.33%

            
	
              Lynn
                Dean Crawford

            	
              3,755,500

            	
              23.84%

            
	
              Culinary
                Crafts, LLC

            	
              -0-

               

            	
              0%

               

            
	
              Total

            	
              15,750,000

            	
              100%

            


    

    


    


    


    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
 

    


    EXHIBIT
      A

    


    Assets
      of
      Separated Business

    


    (1)           One
      hundred percent (100%) of the DEP Membership interest, and, as wholly owned
      subsidiaries of Domestic Energy Partners, LLC, one hundred percent (100%) of
      the
      membership interests in Domestic Energy Leasing, LLC., a Utah limited liability
      company, and wholly owned subsidiary of Domestic Energy, and one hundred percent
      (100%) of the membership interests in Domestic Energy Licensing, LLC., a Utah
      limited liability company and wholly owned subsidiary of Domestic
      Energy.

    


    (2)           The
      raw material inventory of approximately 6,300 gallons of beef
      tallow.

    


    (3)           The
      raw material inventory of approximately 5,300 gallons of methanol.

    


    (4)           The
      biodiesel fuel in process of approximately 1,900 gallons requiring additional
      methanol recovery.

    


    (5)           The
      payroll cash advances of $6,000 representing $2,000 for each of the
      following:  Dean Crawford, John Crawford and James
      Crawford.

    


    (6)           The
      patent application identified in United States Patent Application Serial Numbers
      60/736,674 and 11/559,779.

    


    (7)           All
      of the intellectual property for the production of biodiesel fuel held by the
      Company, including assignments and related agreements from Ron Crafts, John
      Crawford, Dean Crawford, James Crawford, Gary Crook, Jill Hiner and Jason
      Gladden; as well as drawings, renderings and any other images and files, and
      all
      developments and improvements thereon.

    


    (8)           All
      of the production assets located at 355 South 1550 West in Spanish Fork, Utah
      consisting of storage tanks, processing equipment (including the container),
      laboratory equipment and miscellaneous production equipment.

    


    (9)           The
      Cessna twin engine airplane.

    


    (10)           The
      property lease by and between Domestic Energy Partners, LLC and Lew and Evelyn
      Christensen.

    


    (11)           All
      of the furniture, office equipment and leasehold improvements located at 355
      South 1550 West in Spanish Fork, Utah.

    


    (12)           The
      $5,000 deposit associated with lease of property located at 355 South 1550
      West
      in Spanish Fork, Utah and $500 in miscellaneous deposits.

    


    (13)           DEP’s
      checking account held at the Central Bank of Utah with an account balance not
      to
      exceed $50.00.

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

    


    Assumed
      Liabilities

    


    


    (1)
      100%
      of accrued salary through October 31, 2007 owed to Ron Crafts, plus interest
      accrued thereon, due and owing to Mr. Crafts for services rendered to the
      Company in the amount of One hundred thousand dollars
      ($100,000.00);

    


    (2)
      That
      promissory note payable to Ron Crafts in the amount of Seventy-five thousand
      dollars ($75,000), plus Four thousand, two hundred eighty-four
      dollars  ($4,284) accrued through October 31, 2007, plus all
      subsequent interest accruing thereon;

    


    (3)  100%
      of accrued salary through October 31, 2007 owed to John Crawford, plus interest
      accrued thereon, due and owing to Mr. John Crawford for services rendered to
      the
      Company in the amount of Thirty-two thousand, five hundred dollars
      ($32,500.00);

    


    (4)  100%
      of accrued salary through October 31, 2007 owed to Dean Crawford, plus interest
      accrued thereon, due and owing to Mr. Dean Crawford for services rendered to
      the
      Company in the amount of Thirty-two thousand, five hundred dollars
      ($32,500.00);

    


    (5)  100%
      of accrued salary through October 31, 2007 owed to James Crawford, plus interest
      accrued thereon, due and owing to Mr. John Crawford for services rendered to
      the
      Company in the amount of Seventeen thousand, five hundred dollars
      ($17,500.00).

    


    (6)   $60,000
      unpaid compensation to Jill Hiner.

    


    


    Total
      Value:                                                                                     [approx
      $321,784.00]

    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
 

    


    EXHIBIT
      C

    


    ASSIGNED
      CONTRACTS

    


    (1)  Commercial
      lease
      agreement for the premises located at 355 South 1550 West in Spanish Fork,
      Utah.

    


    (2)  Employee
      leasing
      agreement with A-Plus Benefits.