AGREEMENT
      AND PLAN OF MERGER


    


    THIS
      AGREEMENT AND PLAN OF MERGER
      is made
      as of the 2nd
      day of
      July,
      2007

    


    AMONG:

    


    TECH
      LABORATORIES, INC.,
      a
      corporation formed pursuant to the laws of the State of New Jersey and having
      an
      office for business located at 1818 North Farwell Avenue, Milwaukee, Wisconsin
      53202

    


    (“TLBT”)

    


    AND:

    


    BSI
      ACQUISITIONS, INC.,
      a body
      corporate formed pursuant to the laws of the State of Nevada and a wholly owned
      subsidiary of TLBT

    


    (the
      "Acquirer")

    


    AND:

    


    BIODIESEL
      SOLUTIONS, INC.,
      a body
      corporate formed pursuant to the laws of the State of Nevada and having an
      office for business located at 1395 Greg Street, Suite #102, Sparks, Nevada
      89431

    


    ("BSI")

    


    AND:

    


    RUDOLF
      WIEDEMANN,
      an
      individual having an address at 572 Echo Ridge Court, Reno, NV
      89511

     

    (“Wiedemann”)

    


    AND:

    


    GREGORY
      SPRINGER,
      an
      individual having an address at 7026 Poco Bueno Court, Sparks, NV 89436


    


    (“Springer”)

    


    AND:

    


    KEN
      THOMAS AND MARYANNE HARZHEIM, TRUSTEES OF THE THOMAS- HARZHEIM
      TRUST,
      having
      an address at 48867 Chenin Blanc Drive, Fremont, CA 94539

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (the
“BSI
      Preferred Shareholder” and together with Springer and Wiedemann, the “BSI
      Shareholders”)


    


    WHEREAS:

    


    A. BSI
      is a
      Nevada corporation engaged in the development
      and marketing of equipment used to produce biodiesel fuels;

    


    B. The
      BSI
      Shareholders own an aggregate of 7,773,794 BSI Common Shares (of which Wiedemann
      owns 7,000,000 shares and Springer owns 773,794 shares) and the BSI Preferred
      Shareholder owns 50,000 BSI Preferred Shares, being 100% of the presently issued
      and outstanding equity of BSI;

    


    C. TLBT
      is a
      reporting company whose common stock is quoted on the NASD “Bulletin Board” and
      which is engaged in the business of producing personal-scale biodiesel
      production equipment;

    


    D. The
      respective Boards of Directors of TLBT, BSI and the Acquirer deem it advisable
      and in the best interests of TLBT, BSI and the Acquirer that the Acquirer merge
      with and into BSI (the "Merger") pursuant to this Agreement and the Certificate
      of Merger, and the applicable provisions of the laws of the State of Delaware
      and the State of Nevada; and

    


    E. It
      is
      intended that the Merger shall qualify for United States federal income tax
      purposes as a reorganization within the meaning of Section 368(a)(1)(A) of
      the
      Internal Revenue Code of 1986, as amended.

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT
      in
      consideration of the premises and the mutual covenants, agreements,
      representations and warranties contained herein, and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto hereby agree as follows:


    


    ARTICLE
      1

    DEFINITIONS
      AND INTERPRETATION

    


    Definitions

    


    1.1 In
      this
      Agreement the following terms will have the following meanings:

    


    
      	 	
              (a)

            	
              “Acquisition
                Shares”
                means the 49,000,000 TLBT Common Shares and (ii) the 1,000,000 BSI
                New
                Preferred Shares, which shares are to be issued and delivered to
                the BSI
                Shareholders at Closing pursuant to the terms of the
                Merger;

            


    

    


    
      	 	
              (b)

            	
              “Agreement”
                means this Agreement and Plan of Merger among TLBT, the Acquirer,
                BSI, and
                the BSI Shareholders;

            


    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (c)

            	
              “BSI
                Accounts Payable and Liabilities”
                means all accounts payable and liabilities of BSI, due and owing
                or
                otherwise constituting a binding obligation of BSI (other than a
                BSI
                Material Contract) as of May 31, 2007 as set forth in Schedule “A”
                hereto;

            


    

    


    
      	 	
              (d)

            	
              “BSI
                Accounts Receivable”
                means all accounts receivable and other debts owing to BSI, as of
                May 31,
                2007 as set forth in Schedule “B”
hereto;

            


    

    


    
      	 	
              (e)

            	
              “BSI
                Assets”
                means all the property and assets of the BSI Business of every kind
                and
                description wheresoever situated including, without limitation, BSI
                Equipment, BSI Material Contracts, BSI Accounts Receivable, BSI Cash,
                BSI
                Intangible Assets, BSI Goodwill, BSI Unlisted Inventory, and all
                credit
                cards, charge cards and banking cards issued to
                BSI;

            


    

    


    
      	 	
              (f)

            	
              “BSI
                Bank Accounts”
                means all of the bank accounts, lock boxes and safety deposit boxes
                of BSI
                or relating to the BSI Business as set forth in Schedule “C” hereto;
                

            


    

    


    
      	 	
              (g)

            	
              “BSI
                Business”
                means all aspects of the business conducted by
                BSI;

            


    

    


    
      	 	
              (h)

            	
              “BSI
                Cash”
                means all cash on hand or on deposit to the credit of BSI on the
                Closing
                Date;

            


    

    


    
      	 	
              (i)

            	
              “BSI
                Debt to Related Parties”
                means the debts owed by BSI and its subsidiaries to any of the BSI
                Shareholders or to any family member thereof, or to any affiliate,
                director or officer of BSI or the BSI Shareholders as described in
                Schedule “D”;

            


    

    


    
      	 	
              (j)

            	
              “BSI
                Equipment”
                means all machinery, equipment, furniture, and furnishings used in
                the BSI
                Business, including, without limitation, the items more particularly
                described in Schedule “E” hereto;

            


    

    


    
      	 	
              (k)

            	
              “BSI
                Financial Statements”
                means collectively, the financial statements of BSI for the years
                ended
                December 31, 2005 and 2006, and the period ended March 31, 2007,
                all of
                which were prepared on an accrual
                basis in accordance with United States generally accepted accounting
                principles (other than the treatment of the BSI Unlisted Inventory),
                true
                copies of which are attached as Schedule “F”
                hereto;

            


    

    


    
      	 	
              (l)

            	
              “BSI
                Goodwill”
                means the goodwill of the BSI Business together with the exclusive
                right
                of TLBT to represent itself as carrying on the BSI Business in succession
                of BSI subject to the terms hereof, and the right to use any words
                indicating that the BSI Business is so carried on including the right
                to
                use the name "BSI” or “BSI International" or any variation thereof as part
                of the name of or in connection with the BSI Business or any part
                thereof
                carried on or to be carried on by BSI, the right to all corporate,
                operating and trade names associated with the BSI Business, or any
                variations of such names as part of or in connection with the BSI
                Business, all telephone listings and telephone advertising contracts,
                all
                lists of customers, books and records and other information relating
                to
                the BSI Business, all necessary licenses and authorizations and any
                other
                rights used in connection with the BSI
                Business;

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (m)

            	
              “BSI
                Insurance Policies”
                means the public liability insurance and insurance against loss or
                damage
                to BSI Assets and the BSI Business as described in Schedule “G”
                hereto;

            


    

    


    
      	 	
              (n)

            	
              “BSI
                Intangible Assets”
                means all of the intangible assets of BSI, including, without limitation,
                BSI Goodwill, all trademarks, logos, copyrights, designs, licenses,
                patents, and other intellectual and industrial property of BSI and
                its
                subsidiaries;

            


    

    


    
      	 	
              (o)

            	
              “BSI
                Material Contracts”
                means the burden and benefit of and the right, title and interest
                of BSI
                in, to and under all trade and non-trade contracts, engagements or
                commitments, whether written or oral, to which BSI is entitled in
                connection with the BSI Business whereunder BSI is obligated to pay
                or
                entitled to receive the sum of $10,000 or more including, without
                limitation, any pension plans, profit sharing plans, bonus plans,
                loan
                agreements, security agreements, indemnities and guarantees, any
                agreements with employees, lessees, licensees, managers, accountants,
                suppliers, agents, distributors, officers, directors, attorneys or
                others
                which cannot be terminated without liability on not more than one
                month's
                notice, and those contracts listed in Schedule “I” hereto;
                and

            


    

    


    
      	 	
              (p)

            	
              “BSI
                Common Shares”
                means the common stock, $0.001 par value per share, of
                BSI;

            


    

    


    
      	 	
              (q)

            	
              “BSI
                New Preferred Shares”
                means the Series B Preferred Stock, $0.001 par value per share, of
                BSI;

            


    

    


    
      	 	
              (r)

            	
              “BSI
                Preferred Shares”
                means the Series A Preferred Stock, $0.001 par value per share, of
                BSI;

            


    

    


    
      	 	
              (s)

            	
              “BSI
                Shares”
                means collectively, all of the issued and outstanding BSI Common
                Shares;

            


    

    


    
      	
            	(t)	
              “NGCL”
                means the Nevada General Corporation
                Law;

            


    

    


    
      	 	
              (u)

            	
              “Closing”
                means the completion, on the Closing Date, of the transactions
                contemplated hereby in accordance with Article 9
                hereof;

            


    

    


    
      	 	
              (v)

            	
              “Closing
                Date”
                means the day on which all conditions precedent to the completion
                of the
                transaction as contemplated hereby have been satisfied or
                waived;

            


    

    


    
      	
            	(w)	
              “Commission”
                means the Securities and Exchange Commission;


            


    

    


    
      	 	
              (x)

            	
              “Effective
                Time”
                means the date of the filing of an appropriate Certificate of Merger
                in
                the form required by the State of Delaware and the State of Nevada,
                which
                provide that the Merger shall become effective upon such
                filings;

            


    

    


    
      	 	
              (y)

            	
              “Employment
                Agreements”
                means the employment agreements to be entered into on the Closing
                Date
                between BSI and Wiedemann and Springer in the forms attached hereto
                as
                Exhibit “A” and “B”, respectively;

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (z)

            	
              “Exchange
                Act”
                means the Securities Exchange Act of 1934, as
                amended;

            


    

    


    
      	 	
              (aa)

            	
              “Lock
                Up Agreement”
                means the Lock Up Agreement to be entered into on the Closing Date
                between
                TLBT and the BSI Shareholders in respect of the Acquisition Shares
                in the
                form attached hereto as Exhibit
“F”;

            


    

    


    
      	 	
              (bb)

            	
              “Merger”
                means the merger, at the Effective Time, of BSI and the Acquirer
                pursuant
                to this Agreement and Plan of
                Merger;

            


    

    


    
      	 	
              (cc)

            	
              “Place
                of Closing”
                means the offices of Sichenzia Ross Friedman Ference LLP, 61 Broadway,
                New
                York, New York 10006, or such other place as TLBT and BSI may mutually
                agree upon;

            


    

    


    
      	 	
              (dd)

            	
              “Registration
                Rights Agreement”
                means the Registration Rights Agreement to be entered into on the
                Closing
                Date between TLBT and the BSI Shareholders in respect of the Acquisition
                Shares in the form attached hereto as Exhibit
                “C”;

            


    

    


    
      	 	
              (ee)

            	
              “SEC
                Reports”
                means all forms, reports and documents filed and required to be filed
                by
                TLBT with the Commission under the Exchange
                Act;

            


    

    


    
      	 	
              (ff)

            	
              “Securities
                Act”
                means the Securities Act of 1933, as amended;


            


    

    


    
      	 	
              (gg)

            	
              “Surviving
                Company”
                means BSI following the Merger with the
                Acquirer;

            


    

    


    
      	 	
              (hh)

            	
              “TLBT
                Business”
                means all aspects of any business conducted by TLBT and its
                subsidiaries;

            


    

    


    
      	 	
              (ii)

            	
              “TLBT
                Common Shares”
                means the Common Stock, $0.01 par value per share, of TLBT;
                and

            


    

    


    
      	 	
              (jj)

            	
              “TLBT
                Financial Statements”
                means, collectively, the audited consolidated financial statements
                of TLBT
                for the fiscal years ended December 31, 2005 and 2006, together with
                the
                unqualified auditors’ report thereon, and the unaudited financial
                statements for the three month periods ended March 31, 2007 and 2006,
                true
                copies of which are attached as Schedule “I”
                hereto.

            


    

    


    Any
      other
      terms defined within the text of this Agreement will have the meanings so
      ascribed to them.

    


    Captions
      and Section Numbers

    


    1.2 The
      headings and section references in this Agreement are for convenience of
      reference only and do not form a part of this Agreement and are not intended
      to
      interpret, define or limit the scope, extent or intent of this Agreement or
      any
      provision thereof.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    Section
      References and Schedules

    


    1.3 Any
      reference to a particular “Article”, “section”, “paragraph”, “clause” or other
      subdivision is to the particular Article, section, clause or other subdivision
      of this Agreement and any reference to a Schedule or Exhibit by letter will
      mean
      the appropriate Schedule or Exhibit attached to this Agreement and by such
      reference the appropriate Schedule or Exhibit is incorporated into and made
      part
      of this Agreement. The Schedules and Exhibits to this Agreement are as
      follows:


    


    Information
      concerning BSI

    


    BSI
      Disclosure Letter, including the following Schedules appurtenant
      thereto:

    


    Schedule
      “A” BSI
      Accounts Payable and Liabilities

    Schedule
      “B” BSI
      Accounts Receivable

    Schedule
      “C” BSI
      Bank
      Accounts

    
      
        Schedule
          “D” BSI
          Debts
          to Related Parties 

      

    

    Schedule
      “E” BSI
      Equipment

    Schedule
      “F” BSI
      Financial Statements

    Schedule
      “G” BSI
      Insurance Policies

    Schedule
      “H” BSI
      Material Contracts

     

    Information
      concerning TLBT

    


    Schedule
      “I” TLBT
      Financial Statements

    


    Ancillary
      Agreements

    


    Exhibit
      “A” Form
      of
      Employment Agreement for Wiedemann

    Exhibit
      “B” Form
      of
      Employment Agreement for Springer

    Exhibit
      “C” Form
      of
      Registration Rights Agreement

    Exhibit
      “D” BSI
      Milestones

    Exhibit
      “E” Form
      of
      Option

    Exhibit
      “F” Form
      of
      Lock-Up Agreement

    


    Severability
      of Clauses

    


    1.4 If
      any
      part of this Agreement is declared or held to be invalid for any reason, such
      invalidity will not affect the validity of the remainder which will continue
      in
      full force and effect and be construed as if this Agreement had been executed
      without the invalid portion, and it is hereby declared the intention of the
      parties that this Agreement would have been executed without reference to any
      portion which may, for any reason, be hereafter declared or held to be
      invalid.

    


    ARTICLE
      2

    THE
      MERGER

    


    The
      Merger

    


    2.1 The
      Acquirer shall be merged with and into BSI pursuant to this Agreement and Plan
      of Merger and the separate corporate existence of the Acquirer shall cease
      and
      BSI, as it exists from and after the Closing, shall be the Surviving Company.
      At
      Closing, Articles of Merger shall be filed with the Secretary of State of Nevada
      in accordance with Chapter 92A of the NGCL. The merger shall become effective
      upon the filing of the Articles of Merger with the Secretary of State of Nevada,
      which date and time is sometimes herein referred to as the “Effective
      Time”.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    Effect
      of the Merger

    


    2.2 The
      Merger shall have the effect provided therefor by the NGCL. Without limiting
      the
      generality of the foregoing, and subject thereto, at the Effective Time (i)
      all
      the rights, privileges, immunities, powers and franchises, of a public as well
      as of a private nature, and all property, real, personal and mixed, and all
      debts due on whatever account, including without limitation subscriptions to
      shares, and all other choses in action, and all and every other interest of
      or
      belonging to or due to BSI or the Acquirer, as a group, subject to the terms
      hereof, shall be taken and deemed to be transferred to, and vested in, the
      Surviving Company without further act or deed; and all property, rights and
      privileges, immunities, powers and franchises and all and every other interest
      shall be thereafter as effectually the property of the Surviving Company, as
      they were of BSI and the Acquirer, as a group, and (ii) all debts, liabilities,
      duties and obligations of BSI and the Acquirer, as a group, subject to the
      terms
      hereof, shall become the debts, liabilities and duties of the Surviving Company
      and the Surviving Company shall thenceforth be responsible and liable for all
      debts, liabilities, duties and obligations of BSI and the Acquirer, as a group,
      and neither the rights of creditors nor any liens upon the property of BSI
      or
      the Acquirer, as a group, shall be impaired by the Merger, and may be enforced
      against the Surviving Company. 

    


    Articles
      of Incorporation; Bylaws; Directors and Officers

    


    2.3 The
      Articles of Incorporation of the Surviving Company from and after the Closing
      shall be the Articles of Incorporation of BSI until thereafter amended in
      accordance with the provisions therein and as provided by the applicable
      provisions of the NGCL. The Bylaws of the Surviving Company from and after
      the
      Closing shall be the Bylaws of BSI as in effect immediately prior to the
      Closing, continuing until thereafter amended in accordance with their terms,
      the
      Articles of Incorporation of the Surviving Company and as provided by the NGCL.
      The Directors of the Surviving Company at the Effective Time shall be John
      King,
      David Marks and Rudi Wiedemann.

    


    Conversion
      of Securities

    


    2.4 At
      the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      the Acquirer, BSI or the BSI Shareholders, the shares of capital stock of each
      of BSI and the Acquirer shall be converted as follows:

    


    
      	 	
              (a)

            	
              Capital
                Stock of the Acquirer.
                Each issued and outstanding share of the Acquirer's capital stock
                shall
                continue to be issued and outstanding and shall be converted into
                one
                share of validly issued, fully paid, and non-assessable common stock
                of
                the Surviving Company. Each stock certificate of the Acquirer evidencing
                ownership of any such shares shall continue to evidence ownership
                of such
                shares of capital stock of the Surviving
                Company.

            


    

    


    
      	 	
              (b)

            	
              Conversion
                of BSI Shares.
                Each BSI Share that is issued and outstanding at the Effective Time
                shall
                automatically be cancelled and extinguished and converted, without
                any
                action on the part of the holder thereof, into the right to receive
                at the
                time and in the amounts described in this Agreement an amount of
                Acquisition Shares equal to (a) in the case of Wiedemann, 44,023,061
                TLBT
                Common Shares and all 1,000,000 of the BSI New Preferred Shares and
                (b) in
                the case of Springer, 4,976,939 TLBT Common Shares. All such BSI
                Shares,
                when so converted, shall no longer be outstanding and shall automatically
                be cancelled and retired and shall cease to exist, and each holder
                of a
                certificate representing any such shares shall cease to have any
                rights
                with respect thereto, except the right to receive the Acquisition
                Shares
                paid in consideration therefor upon the surrender of such certificate
                in
                accordance with this Agreement.

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (c)

            	
              Cancellation
                of BSI Preferred Shares.
                Each BSI Preferred Share that is issued and outstanding at the Effective
                Time shall automatically be cancelled and extinguished, without any
                action
                on the part of the holder thereof, in exchange for the right to receive
                the Liquidation Consideration (as defined below) at the Closing.
                All such
                BSI Preferred Shares shall no longer be outstanding and shall
                automatically be cancelled and retired and shall cease to exist,
                and each
                holder of a certificate representing any such shares shall cease
                to have
                any rights with respect thereto, except the right to receive the
                Liquidation Consideration paid in consideration therefor upon the
                surrender of such certificate in accordance with this
                Agreement.

            


    

    


    Additional
      Consideration

    


    2.5 (a) In
      addition to the Acquisition Shares, TLBT shall pay the BSI Shareholders
      additional consideration in the amount of $375,000 (“Cash
      Consideration”).
      The
      Cash Consideration shall be paid to the applicable BSI Shareholders on the
      Closing Date by certified check, bank check or wire transfer. Of such amount,
      $275,000 shall be paid to Wiedemann and $100,000 shall be paid to
      Springer.

    


    (b) In
      addition, TLBT shall pay the BSI Preferred Shareholder additional consideration
      in the amount of $125,000 (“Liquidation Consideration”)
      as a
      liquidation payment in connection with the cancellation of the BSI Preferred
      Shares at the Closing. The Liquidation Consideration shall be paid to the BSI
      Preferred Shareholder on the Closing Date by certified check, bank check or
      wire
      transfer

    


    2.6 The
      BSI
      Shareholders acknowledge that foregoing allocation of merger consideration
      amongst them has been specifically negotiated and agreed to, and consent to
      such
      allocation for all intents and purposes and waive any claims arising from any
      disparate allocation of the merger consideration relative to any other document
      or BSI’s Articles of Incorporation or Bylaws.

    


    Adherence
      with Applicable Securities Laws

    


    
      	
              2.7

            	
              The
                BSI Shareholders agree that they are acquiring the Acquisition Shares
                for
                investment purposes and will not offer, sell or otherwise transfer,
                pledge
                or hypothecate any of the Acquisition Shares issued to them (other
                than
                pursuant to an effective registration statement under the Securities
                Act)
                directly or indirectly unless:

            


    

    


    
      	
            	(a)	
              the
                sale is to TLBT;

            


    

    


    
      	 	
              (b)

            	
              the
                sale is made pursuant to the exemption from registration under the
                Securities
                Act,
                provided by Rule 144 thereunder; or

            


    

    


    
      	 	
              (c)

            	
              the
                Acquisition Shares are sold in a transaction that does not require
                registration under the Securities
                Act,
                or
                any applicable United States state laws and regulations governing
                the
                offer and sale of securities, and, if requested by TLBT, the seller
                has
                furnished to TLBT an opinion of counsel to that effect or such other
                written opinion as may be reasonably required by
                TLBT.

            


    

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    The
      BSI
      Shareholders acknowledge that the certificates representing the Acquisition
      Shares shall bear the following legend:

    


    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THEY
      MAY
      NOT BE MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN
      EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF
      1933 AND OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL FOR THE
      COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND OTHER APPLICABLE
      SECURITIES LAWS. THE HOLDER MAY BE REQUIRED TO PROVIDE AN OPINION AT THE
      HOLDER’S COST TO THE COMPANY THAT SUCH TRANSFER IS PERMITTED WITHOUT
      REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS, WHICH OPINION MUST BE
      ACCEPTABLE TO THE COMPANY’S COUNSEL.

    


    ARTICLE
      3

    REPRESENTATIONS
      AND WARRANTIES

    OF
      TLBT

    


    Representations
      and Warranties

    


    3.1 TLBT
      represents and warrants to BSI and the BSI Shareholders, with the intent that
      BSI and the BSI Shareholders will rely thereon in entering into this Agreement
      and in approving and completing the transactions contemplated hereby,
      that:

    


    TLBT
      - Corporate Status and Capacity

    


    
      	 	
              (a)

            	
              Incorporation.
                TLBT and each of its subsidiaries is a corporation duly organized,
                validly
                existing and in good standing under the laws of the state of its
                incorporation, has the corporate power and authority to own, operate
                and
                lease its properties and to carry on its business as now conducted
                or as
                proposed to be conducted, and is qualified as a foreign corporation
                in
                each jurisdiction in which a failure to be so qualified could reasonably
                be expected to have a material adverse effect on its present or expected
                operations or financial condition.

            


    

    


    
      	 	
              (b)

            	
              Power
                and Capacity.
                Each of TLBT and Acquirer has the right, power, legal capacity and
                authority to enter into and perform its obligations under this Agreement,
                and all agreements to which TLBT and/or Acquirer is or will be a
                party
                that are required to be executed pursuant to this Agreement (the
                “TLBT
                Ancillary Agreements”).
                The execution, delivery and performance of this Agreement and the
                TLBT
                Ancillary Agreements have been duly and validly approved and authorized
                by
                the respective Boards of Directors of TLBT and Acquirer, and the
                stockholder of Acquirer, as required by applicable law and their
                respective certificates of incorporation and
                bylaws.

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (c)

            	
              No
                Filings.
                No filing, authorization or approval, governmental or otherwise,
                is
                necessary to enable TLBT and Acquirer to enter into, and to perform
                their
                respective obligations under, this Agreement and the TLBT Ancillary
                Agreements, except for (a) the filing of the Certificate of Merger
                with the Delaware and Nevada Secretaries of State and the filing
                of
                appropriate documents with the relevant authorities of other states
                in
                which TLBT is qualified to do business, if any, and (b) such filings
                as may be required to comply with federal and state securities
                laws.

            


    

    


    
      	 	
              (d)

            	
              Binding
                Obligation.
                This Agreement and the TLBT Ancillary Agreements are, or when executed
                by
                TLBT and/or Acquirer (as applicable) will be, valid and binding
                obligations of TLBT and Acquirer enforceable in accordance with their
                respective terms, except as to the effect, if any, of (a) applicable
                bankruptcy and other similar laws affecting the rights of creditors
                generally, and (b) rules of law governing specific performance, injunctive
                relief and other equitable remedies

            


    

    


    
      	 	
              (e)

            	
              Reporting
                Status; Listing.
                TLBT’s common stock is registered under Section 12(b) or 12(g) of the
                Exchange Act and TLBT is required to file current reports with the
                Commission pursuant to section 13(a) of the Exchange Act. The TLBT
                Common
                Shares are quoted on the NASD "Bulletin Board” under the symbol
                “TLBT”;

            


    

     

    Acquirer
      - Corporate Status and Capacity

    


    
      	 	
              (f)

            	
              Carrying
                on Business.
                Other than corporate formation and organization, the Acquirer has
                not
                carried on any business activities to
                date.

            


    

    


    TLBT
      - Capitalization

    


    
      	 	
              (g)

            	
              Authorized
                Capital.
                The authorized capital of TLBT consists of 3,000,000,000 TLBT Common
                Shares, $0.01 par value and 20,000,000 shares of preferred stock.
                $0.001
                par value, of which 357,076,887 TLBT Common Shares and no shares
                of Series
                A Convertible Preferred Stock, are presently issued and outstanding;
                

            


    

    


    
      	 	
              (h)

            	
              No
                Option.
                Except as disclosed herein or in the TLBT SEC Reports, no person,
                firm or
                corporation has any agreement, warrant or option or any right capable
                of
                becoming an agreement, warrant or option for the acquisition of any
                capital stock or equity interest in TLBT, except for the outstanding
                shares of Series A Convertible Preferred
                Stock;

            


    

    


    
      	 	
              (i)

            	
              Agreements
                Concerning TLBT Capital Stock.
                Except as disclosed herein or in the TLBT SEC Reports, there are
                no
                restrictions on the transfer, sale or other disposition of any capital
                stock of TLBT contained in the charter documents of TLBT or under
                any
                other agreements. There are no stockholder agreements, investor rights
                agreements, co-sale agreements, right of first refusal agreements,
                voting
                agreements, registration rights agreements or any other similar type
                of
                agreement to which TLBT, any subsidiary of TLBT or any officer or
                director
                of TLBT (or any subsidiary of TLBT) is a party.


            


    

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    Acquirer
      - Capitalization

    


    
      	 	
              (j)

            	
              Authorized
                Capital.
                The authorized capital of the Acquirer consists of 100 shares of
                common
                stock, $0.001 par value, of which one share of common stock is presently
                issued and outstanding;

            


    

    


    
      	 	
              (k)

            	
              No
                Option.
                No person, firm or corporation has any agreement, warrant or option
                or any
                right capable of becoming an agreement, warrant or option for the
                acquisition of any capital stock or equity interest in
                Acquirer;

            


    

    


    TLBT
      - Records and Financial Statements

    


    
      	 	
              (l)

            	
              Charter
                Documents.
                The charter documents of TLBT and the Acquirer have not been altered
                since
                the incorporation of each, respectively, except as filed in the record
                books of TLBT or the Acquirer, as the case may be, copies of which
                have
                been provided to BSI;

            


    

    


    
      	 	
              (m)

            	
              TLBT
                Financial Statements.
                The TLBT Financial Statements present fairly, in all material respects,
                the assets and liabilities (whether accrued, absolute, contingent
                or
                otherwise) of TLBT, on a consolidated basis, as of the respective
                dates
                thereof, and the results of operations and statement of cash flows
                of TLBT
                during the periods covered thereby, in all material respects and
                have been
                prepared in accordance with generally accepted accounting principles
                consistently applied throughout the periods
                indicated;

            


    

    


    
      	 	
              (n)

            	
              TLBT
                has previously delivered or made available to BSI true and complete
                copies
                of (a) its Annual Report on Form 10-K for the fiscal year ended
                December 31, 2006, (b) its Quarterly Reports on Form 10-Q for the
                fiscal
                quarter ended March 31, 2007, and (c) its Definitive Proxy Statement
                on
                Schedule 14A as filed on May 23, 2007, with the Securities and Exchange
                Commission pursuant to the Securities Exchange Act of 1934, as amended
                (the "Exchange
                Act").
                As of their respective dates, such reports and proxy statement
                (collectively, the "Public
                Filings")
                (i) complied with all applicable provisions, rules and regulations of
                federal securities laws and (ii) did not contain any untrue statement
                of a material fact or omit to state a material fact required to be
                stated
                therein or necessary to make the statements contained therein, in
                light of
                the circumstances in which such statements were made, not
                misleading.

            


    

    


    
      	 	
              (o)

            	
              Since
                the date of the balance sheet included in TLBT’s most recently filed
                report on Form 10-Q, TLBT has conducted its business in the ordinary
                course and there has not occurred: (a) any material adverse change in
                the financial condition, liabilities, assets or business of TLBT;
                (b) any amendment or change in the certificate of incorporation or
                bylaws of TLBT, or any proposal to so amend; (c) any damage to,
                destruction of or loss of any assets of TLBT (whether or not covered
                by
                insurance) that materially and adversely affects, or could reasonably
                be
                expected to materially and adversely affect, the financial condition
                or
                business of TLBT; or (d) any sale of a material amount of property of
                TLBT, except in the ordinary course of
                business;

            


    

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
TLBT
      - Applicable Laws and Legal Matters

    


    
      	 	
              (p)

            	
              Pending
                or Threatened Litigation.
                There is no material litigation or administrative or governmental
                proceeding pending or, to TLBT’s knowledge, threatened against or relating
                to TLBT, its subsidiaries, or the TLBT Business nor does TLBT have
                any
                knowledge of any act, fact or omission that would form any material
                basis
                for any such action or proceeding;

            


    

    


    
      	 	
              (q)

            	
              No
                Bankruptcy.
                Neither TLBT nor its subsidiaries have made any voluntary assignment
                or
                proposal under applicable laws relating to insolvency and bankruptcy
                and
                no bankruptcy petition has been filed or presented against TLBT or
                its
                subsidiaries and no order has been made or a resolution passed for
                the
                winding-up, dissolution or liquidation of TLBT or its subsidiaries;
                

            


    

    


    
      	 	
              (r)

            	
              Finder's
                Fees.
                Neither TLBT nor its subsidiaries are party to any agreement which
                provides for the payment of finder's fees, brokerage fees, commissions
                or
                other fees or amounts which are or may become payable to any third
                party
                in connection with the execution and delivery of this Agreement and
                the
                transactions contemplated herein;

            


    

    


    Execution
      and Performance of Agreement

    


    
      	 	
              (s)

            	
              No
                Violation or Breach.
                The execution and performance of this Agreement will
                not:

            


    

    


    
      	 	
              (i)

            	
              violate
                the charter documents of TLBT or the Acquirer or result in any breach
                of,
                or default under, any loan agreement, mortgage, deed of trust, or
                any
                other agreement to which TLBT or its subsidiaries are
                party,

            


    

    


    
      	 	
              (ii)

            	
              give
                any person any right to terminate or cancel any agreement or any
                right or
                rights enjoyed by TLBT or its
                subsidiaries,

            


    

    


    
      	 	
              (iii)

            	
              result
                in any alteration of TLBT’ or its subsidiaries’ obligations under any
                agreement to which TLBT or its subsidiaries are
                party,

            


    

    


    
      	 	
              (iv)

            	
              result
                in the creation or imposition of any lien, encumbrance or restriction
                of
                any nature whatsoever in favor of a third party upon or against the
                assets
                of TLBT,

            


    

    


    
      	 	
              (v)

            	
              result
                in the imposition of any tax liability to TLBT or its subsidiaries
                relating to the assets of TLBT, or

            


    

    


    
      	 	
              (vi)

            	
              violate
                any court order or decree to which either TLBT or its subsidiaries
                are
                subject;

            


    

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    TLBT
      - Acquisition Shares

    


    
      	 	
              (t)

            	
              Acquisition
                Shares.
                The Acquisition Shares when delivered to the holders of BSI Shares
                or as
                directed thereby pursuant to the Merger shall be validly issued and
                outstanding as fully paid and non-assessable shares and the Acquisition
                Shares shall be transferable upon the books of TLBT, in all cases
                subject
                to the provisions and restrictions of all applicable securities laws;
                and

            


    

    


    
      	 	
              (u)

            	
              Securities
                Law Compliance.
                Except as set forth in the SEC Reports, TLBT has not issued any shares
                of
                its common stock (or securities convertible into or exercisable for
                shares
                of common stock) since March 31, 2007. The issuance of the Acquisition
                Shares (including any shares of TLBT common stock issuable upon conversion
                of the BSI New Preferred Shares) will be exempt from registration
                under
                applicable federal and state securities
                laws.

            


    

    


    Non-Merger
      and Survival

    


    3.2 The
      representations and warranties of TLBT contained herein will be true at and
      as
      of Closing in all material respects as though such representations and
      warranties were made as of such time. Notwithstanding the completion of the
      transactions contemplated hereby, the waiver of any condition contained herein
      (unless such waiver expressly releases a party from any such representation
      or
      warranty) or any investigation made by the BSI Shareholders, the representations
      and warranties of TLBT shall survive the Closing for a period of eighteen (18)
      months. 

    


    Indemnity
      

    


    3.3 TLBT
      agrees to indemnify and save harmless BSI and the BSI Shareholders from and
      against any and all claims, demands, actions, suits, proceedings, assessments,
      judgments, damages, costs, losses and expenses, including any payment made
      in
      good faith in settlement of any claim (subject to the right of TLBT to defend
      any such claim) and reaonsable attorneys fees and expenses (collectively,
“Losses and Expenses”), resulting from the breach by it of any representation,
      warranty or covenant made under this Agreement or from any misrepresentation
      in
      or omission from any certificate or other instrument furnished or to be
      furnished by TLBT to BSI or the BSI Shareholders hereunder provided that there
      shall be no indemnification obligation until aggregate Losses and Expenses
      exceed $10,000 and, in such event, the indemnifying party shall be required
      to
      pay the entire amount of such Losses and Expenses in excess of $10,000. In
      addition, TLBT agrees to indemnify the BSI Shareholders from and against any
      and
      all Losses and Expenses arising from the business operations of the Surviving
      Company after the Closing of the Merger or on account of personal guarantees
      or
      personal indemnity agreements entered into by the BSI Shareholders in connection
      with the obligations of BSI (which Losses and Expenses shall be recoverable
      without reference to the $10,000 threshold set forth in the preceding
      sentence).

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    ARTICLE
      4

    COVENANTS
      OF TLBT

    


    Covenants

    


    4.1 TLBT
      covenants and agrees with BSI and the BSI Shareholders that it
      will:

    


    
      	 	
              (a)

            	
              Conduct
                of Business.
                Until the Closing, conduct its business diligently and in the ordinary
                course consistent with the manner in which it generally has been
                operated
                up to the date of execution of this Agreement;


            


    

    


    
      	 	
              (b)

            	
              Access.
                Until the Closing, give the BSI Shareholders and their representatives
                full access to all of the properties, books, contracts, commitments
                and
                records of TLBT, and furnish to the BSI Shareholders and their
                representatives all such information as they may reasonably request,
                and
                following the Closing, give the BSI Shareholders and their representatives
                full access to all of the properties, books, contracts, commitments
                and
                records of BSI and TLBT, and furnish to the BSI Shareholders and
                their
                representatives all such information as they may reasonably request
                in
                connection with their indemnification obligations under Section 5.3
                below;

            


    

    


    
      	 	
              (c)

            	
              Procure
                Consents.
                Take all reasonable steps required to obtain, prior to Closing, any
                and
                all third party consents required to permit the
                Merger;

            


    

    


    
      	 	
              (d)

            	
              Tech
                Labs Development Corp.
                Upon achievement of the milestones set forth on Exhibit “D,” TLBT shall
                incorporate “Tech Labs Development Corp.,” or a variation thereof, and
                appoint Weidemann as its chief executive officer. TLBT will fund
                such
                entity at an appropriate level necessary to achieve its goals and
                shall
                provide Weidemann with appropriate compensation for the services
                to be
                provided.

            


    

    


    
      	 	
              (e)

            	
              Renewal
                Fuels.
                At a reasonable time subsequent to the Closing Date, TLBT shall retain
                a
                general manager for its subsidiary, Renewal Fuels, Inc., with oversight
                by
                BSI; provided, however, that notwithstanding any oversight, management
                or
                legal affiliation between the entities, Renewal Fuels, Inc. and BSI
                shall
                maintain separate accounting records, with each entity reporting
                results
                and financial information to TLBT.

            


    

    


    
      	 	
              (f)

            	
              Additional
                Financing.
                TLBT further agrees to provide BSI with an aggregate of $1,500,000
                for
                working capital purposes in accordance with the following
                schedule:

            


    

    


    
      	
            	(1)	
              Upon
                the Closing, TLBT shall automatically forgive that certain loan made
                to
                BSI in the principal amount of $200,000 on May 24,
                2007;

            


    

     

    
      	
            	(2)	
              On
                the Closing Date TLBT shall provide BSI with $500,000;
                

            


    

     

    
      	
            	(3)	
              Within
                seventy-five days of the Closing Date, shall provide BSI with $400,000;
                and

            


    

     

    
      	
            	(4)	
              Shall
                provide BSI with the remaining $400,000 within 10 business days of
                the
                unconditional booking (and receipt of 50% deposit) for the sale of
                the
                first BiodieselMaster unit by BSI. 

            


    

    


    
      	 	
              (g)

            	
              Employee
                Securities.
                TLBT shall grant an aggregate of 1,000,000 TLBT Common Shares and
                an
                aggregate of 2,000,000 options to purchase TLBT Common Shares to
                the
                individuals, other than officers of BSI, employed by BSI prior to
                the
                Closing Date. Such options shall be in the form attached hereto as
                Exhibit
                “E” and shall be granted, along with the TLBT Common Shares, on the
                Closing Date in the amounts to be mutually agreed upon by TLBT and
                BSI.

            


    

     

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (h)

            	
              Delivery
                of Registration Rights Agreement.
                On the Closing Date, TLBT will deliver the executed Registration
                Rights
                Agreement to the BSI Shareholders.

            


    

    


    
      	 	
              (i)

            	
              Employment
                Agreements.
                On the Closing Date, TLBT shall cause the Surviving Company to execute
                and
                deliver the Employment Agreements to Wiedemann and
                Springer.

            


    

    


    
      	 	
              (j)

            	
              Conversion
                Shares.
                Upon conversion of any of the BSI New Preferred Shares in accordance
                with
                the Certificate of Designation to be filed by BSI on or about the
                Closing,
                TLBT will promptly issue and deliver to the converting holder thereof
                a
                stock certificate representing the appropriate number of shares of
                TLBT
                Common Stock into which BSI New Preferred Shares have been
                converted.

            


    

    


    Authorization

    


    4.2   TLBT
      hereby agrees to authorize and direct any and all federal, state, municipal,
      foreign and international governments and regulatory authorities having
      jurisdiction respecting TLBT and its subsidiaries to release any and all
      information in their possession respecting TLBT and its subsidiaries to BSI.
      TLBT shall promptly execute and deliver to BSI any and all consents to the
      release of information and specific authorizations which BSI reasonably requires
      to gain access to any and all such information.

    


    Survival

    


    4.3 The
      covenants set forth in this Article shall survive the Closing for the benefit
      of
      the BSI Shareholders.


    


    ARTICLE
      5

    REPRESENTATIONS
      AND WARRANTIES OF

    BSI
      AND THE PRINCIPAL STOCKHOLDERS

    


    Representations
      and Warranties

    


    5.1 BSI,
      Wiedemann and Springer, jointly and severally, represent and warrant to TLBT
      and
      the Acquirer, with the intent that they will rely thereon in entering into
      this
      Agreement and in approving and completing the transactions contemplated hereby,
      that, except as disclosed in the BSI Disclosure Letter: 

    


    BSI
      - Corporate Status and Capacity

    .

    
      	 	
              (a)

            	
              Incorporation.
                BSI is a corporation duly organized, validly existing and in good
                standing
                under the laws of the state of its incorporation, has the corporate
                power
                and authority to own, operate and lease its properties and to carry
                on its
                business as now conducted or as proposed to be conducted, and is
                qualified
                as a foreign corporation in each jurisdiction in which a failure
                to be so
                qualified could reasonably be expected to have a material adverse
                effect
                on its present or expected operations or financial
                condition.

            


    

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (b)

            	
              Power
                and Capacity.
                BSI has the right, power, legal capacity and authority to enter into
                and
                perform its obligations under this Agreement, and all agreements
                to which
                BSI is or will be a party that are required to be executed pursuant
                to
                this Agreement (the “BSI
                Ancillary Agreements”).
                The execution, delivery and performance of this Agreement and the
                BSI
                Ancillary Agreements has been duly and validly approved and authorized
                by
                the Board of Directors and stockholders of BSI, as required by applicable
                law and its articles of incorporation and bylaws. Each of the BSI
                Shareholders has the right, power, legal capacity and authority to
                enter
                into and perform their obligations under this Agreement, and all
                agreements to which they will be a party that are required to be
                executed
                pursuant to this Agreement

            


    

    


    
      	 	
              (c)

            	
              No
                Filings.
                No filing, authorization or approval, governmental or otherwise,
                is
                necessary to enable BSI to enter into, and to perform its obligations
                under, this Agreement and the BSI Ancillary Agreements, except for
                (a) the filing of the Agreement of Merger with the Delaware and
                Nevada Secretaries of State, the recording of the Agreement of Merger
                in
                the office of the Recorder of the Delaware county in which TLBT’s
                registered office is located, and the filing of appropriate documents
                with
                the relevant authorities of other states in which BSI is qualified
                to do
                business, if any, (b) such filings as may be required to comply with
                federal and state securities laws, and (c) certain third-party consents,
                which have been disclosed in BSI’s Disclosure
                Letter.

            


    

    


    
      	 	
              (d)

            	
              Binding
                Obligation.
                This Agreement and the BSI Ancillary Agreements are, or when executed
                by
                BSI will be, valid and binding obligations of BSI enforceable in
                accordance with their respective terms, except as to the effect,
                if any,
                of (a) applicable bankruptcy and other similar laws affecting the
                rights
                of creditors generally, and (b) rules of law governing specific
                performance, injunctive relief and other equitable remedies. This
                Agreement and the BSI Ancillary Agreements are, or when executed
                by each
                BSI Shareholders will be, valid and binding obligations of such person,
                enforceable in accordance with their respective terms, except as
                to the
                effect, if any, of (a) applicable bankruptcy and other similar laws
                affecting the rights of creditors generally, and (b) rules of law
                governing specific performance, injunctive relief and other equitable
                remedies.

            


    

    


    BSI
      - Capitalization

    


    
      	 	
              (e)

            	
              Authorized
                Capital.
                The authorized capital of BSI consists of 40,000,000 shares of common
                stock, $0.001 par value per share and 10,000,000 shares of preferred
                stock, $0.001 par value per share;

            


    

    


    
      	 	
              (f)

            	
              Ownership
                of BSI Shares.
                The issued and outstanding share capital of BSI will on Closing consist
                of
                7,773,794 shares of common stock (being the BSI Shares) and 50,000
                BSI
                Preferred Shares, which shares on Closing shall be validly issued
                and
                outstanding as fully paid and non-assessable shares. The BSI Shareholders
                will be at Closing the registered and beneficial owner of the BSI
                Shares.
                The BSI Shares owned by the BSI Shareholders will on Closing be free
                and
                clear of any and all liens, charges, pledges, encumbrances, restrictions
                on transfer and adverse claims
                whatsoever;

            


    

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (g)

            	
              No
                Option.
                No person, firm or corporation has any agreement, warrant or option
                or any
                right capable of becoming an agreement, warrant or option for the
                acquisition of any capital stock or equity interest in
                BSI;

            


    

    


    
      	 	
              (h)

            	
              No
                Restrictions.
                There are no restrictions on the transfer, sale or other disposition
                of
                BSI Shares contained in the charter documents of BSI or under any
                agreement that would prohibit the consummation of the transactions
                contemplated herein;

            


    

    


    BSI
      - Records and Financial Statements

    


    
      	 	
              (i)

            	
              Charter
                Documents.
                The charter documents of BSI have not been altered since its incorporation
                date, except as filed in the record books of
                BSI;

            


    

    


    
      	 	
              (j)

            	
              Corporate
                Minute Books. The
                corporate minute books of BSI are complete and each of the minutes
                contained therein accurately reflect the actions that were taken
                at a duly
                called and held meeting or by consent without a meeting. All actions
                by
                BSI which required director or shareholder approval are reflected
                on the
                corporate minute books of BSI. BSI is not in violation or breach
                of, or in
                default with respect to, any term of its Articles of Incorporation
                (or
                other charter documents) or by-laws, except where such breach or
                default
                would not have a material adverse effect upon
                BSI;

            


    

    


    
      	 	
              (k)

            	
              BSI
                Financial Statements.
                The BSI Financial Statements present fairly, in all material respects,
                the
                assets and liabilities (whether accrued, absolute, contingent or
                otherwise) of BSI as of the respective dates thereof, and the results
                of
                operations and statement of cash flows of BSI during the periods
                covered
                thereby, in all material respects, and were prepared on an accrual
                basis in accordance with generally accepted accounting principles
                consistently applied throughout the periods indicated, except for
                (i) the
                treatment of the BSI Unlisted Inventory and (ii) footnote
                disclosure;

            


    

    


    
      	 	
              (l)

            	
              BSI
                Accounts Payable and Liabilities.
                There are no material liabilities, contingent or otherwise, of BSI
                which
                are not disclosed in Schedule “A” hereto or the BSI Disclosure Letter or
                reflected in the BSI Financial Statements except those incurred in
                the
                ordinary course of business since the date of the said schedule and
                the
                BSI Financial Statements, and BSI has not guaranteed or agreed to
                guarantee any debt, liability or other obligation of any person,
                firm or
                corporation. Without limiting the generality of the foregoing, all
                accounts payable and liabilities of BSI as of May 31, 2007 are described
                in Schedule “A” hereto;

            


    

    


    
      	 	
              (m)

            	
              BSI
                Accounts Receivable.
                All BSI Accounts Receivable result from bona fide business transactions
                and services actually rendered without, to the knowledge and belief
                of
                BSI, any claim by the obligor for set-off or
                counterclaim;

            


    

     

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (n)

            	
              BSI
                Bank Accounts.
                All of the BSI Bank Accounts, their location, numbers and the authorized
                signatories thereto are as set forth in Schedule “C”
                hereto;

            


    

    


    
      	 	
              (o)

            	
              No
                Debt to Related Parties.
                BSI is not, or on Closing will not be, materially indebted to the
                BSI
                Shareholders nor to any family member thereof, nor to any affiliate,
                director or officer of BSI or the BSI Shareholders except accounts
                payable
                on account of bona fide business transactions of BSI incurred in
                normal
                course of BSI Business, including employment agreements with the
                BSI
                Shareholders and attached to Schedule “D” hereto is an accounts payable
                aging ledger;

            


    

    


    
      	 	
              (p)

            	
              No
                Related Party Debt to BSI.
                Neither the BSI Shareholders nor any director, officer or affiliate
                of BSI
                are now indebted to or under any financial obligation to BSI on any
                account whatsoever, except for advances on account of travel and
                other
                expenses not exceeding $5,000 in
                total;

            


    

    


    
      	 	
              (q)

            	
              No
                Dividends.
                No dividends or other distributions on any shares in the capital
                of BSI
                have been made, declared or authorized since the date of the BSI
                Financial
                Statements (which for all purposes under this Agreement shall mean
                March
                31, 2007);

            


    

    


    
      	 	
              (r)

            	
              No
                Payments.
                No payments of any kind have been made or authorized since the date
                of the
                BSI Financial Statements to or on behalf of the BSI Shareholders
                or to or
                on behalf of officers, directors, shareholders or employees of BSI,
                except
                payments made in the ordinary course of business and at the regular
                rates
                of salary or other remuneration payable to
                them;

            


    

    


    
      	 	
              (s)

            	
              No
                Pension Plans.
                There are no pension, profit sharing, group insurance or similar
                plans or
                other deferred compensation plans affecting
                BSI;

            


    

    


    
      	 	
              (t)

            	
              No
                Adverse Events.
                Since the date of the BSI Financial
                Statements:

            


    

    


    
      	
            	(i)	
              there
                has not been any material adverse change in the properties, results
                of
                operations, financial position or condition of BSI, its liabilities
                or the
                BSI Assets or any damage, loss or other change in circumstances materially
                affecting BSI, the BSI Business or the BSI Assets or BSI’s right to carry
                on the BSI Business, other than changes in the ordinary course of
                business, 

            


    

    


    
      	
            	(ii)	
              there
                has not been any damage, destruction, loss or other event (whether
                or not
                covered by insurance) materially and adversely affecting BSI, the
                BSI
                Business or the BSI Assets,

            


    

    


    
      	
            	(iii)	
              there
                has not been any material increase in the compensation payable or
                to
                become payable by BSI to the BSI Shareholders or to any of BSI's
                officers,
                employees or agents or any bonus, payment or arrangement made to
                or with
                any of them,

            


    

    


    
      	
            	(iv)	
              the
                BSI Business has been and continues to be carried on in the ordinary
                course,

            


    

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    
      	
            	(v)	
              BSI
                has not waived or surrendered any right of material
                value,

            


    

    


    
      	
            	(vi)	
              BSI
                has not discharged or satisfied or paid any lien or encumbrance or
                obligation or liability other than current liabilities in the ordinary
                course of business, and 

            


    

    


    
      	
            	(vii)	
              no
                capital expenditures in excess of $10,000 individually or $30,000
                in total
                have been authorized or made;

            


    

    


    BSI
      - Income Tax Matters

    


    
      	 	
              (u)

            	
              Tax
                Returns.
                All tax returns and reports of BSI required by law to be filed have
                been
                filed based on a cash
                basis, and are true, complete and correct, and any taxes payable
                in
                accordance with any return filed by BSI or in accordance with any
                notice
                of assessment or reassessment issued by any taxing authority have
                been so
                paid;

            


    

    


    
      	 	
              (v)

            	
              Current
                Taxes.
                Adequate provisions have been made for taxes payable for the current
                period for which tax returns are not yet required to be filed and
                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 by BSI. BSI
                is not
                aware of any contingent tax liabilities or any grounds which would
                prompt
                a reassessment;

            


    

    


    BSI
      - Applicable Laws and Legal Matters

    


    
      	 	
              (w)

            	
              Licenses.
                BSI holds all licenses and permits as may be requisite for carrying
                on the
                BSI Business in the manner in which it has heretofore been carried
                on,
                which licenses and permits have been maintained and continue to be
                in good
                standing except where the failure to obtain or maintain such licenses
                or
                permits would not have a material adverse effect on the BSI
                Business;

            


    

    


    
      	 	
              (x)

            	
              Applicable
                Laws.
                BSI has not been charged with or received notice of breach of any
                laws,
                ordinances, statutes, regulations, by-laws, orders or decrees to
                which it
                is subject or which applies to it the violation of which would have
                a
                material adverse effect on the BSI Business, and, to BSI’s knowledge, BSI
                is not in breach of any laws, ordinances, statutes, regulations,
                by-laws,
                orders or decrees the contravention of which would result in a material
                adverse impact on the BSI Business;


            


    

    


    
      	 	
              (y)

            	
              Pending
                or Threatened Litigation.
                There is no material litigation or administrative or governmental
                proceeding pending or, to BSI’s knowledge, threatened against or relating
                to BSI, the BSI Business, or any of the BSI Assets, nor does BSI
                have any
                knowledge of any act, fact or omission that would form any material
                basis
                for any such action or proceeding;

            


    

    


    
      	 	
              (z)

            	
              No
                Bankruptcy.
                BSI has not made any voluntary assignment or proposal under applicable
                laws relating to insolvency and bankruptcy and no bankruptcy petition
                has
                been filed or presented against BSI and no order has been made or
                a
                resolution passed for the winding-up, dissolution or liquidation
                of
                BSI;

            


    

     

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (aa)

            	
              Labor
                Matters.
                BSI is not a party to any collective agreement relating to the BSI
                Business with any labor union or other association of employees and
                no
                part of the BSI Business has been certified as a unit appropriate
                for
                collective bargaining or, to the knowledge of BSI, has made any attempt
                in
                that regard and BSI has no reason to believe that any current employees
                will leave BSI's employ as a result of this
                Merger;

            


    

    


    
      	 	
              (bb)

            	
              Finder's
                Fees.
                BSI is not a party to any agreement which provides for the payment
                of
                finder's fees, brokerage fees, commissions or other fees or amounts
                which
                are or may become payable to any third party in connection with the
                execution and delivery of this Agreement and the transactions contemplated
                herein;

            


    

    


    Execution
      and Performance of Agreement


    


    
      	 	
              (cc)

            	
              No
                Violation or Breach.
                The execution and performance of this Agreement will
                not

            


    

    


    
      	 	
              (i)

            	
              violate
                the charter documents of BSI or result in any breach of, or default
                under,
                any loan agreement, mortgage, deed of trust, or any other agreement
                to
                which BSI is a party,

            


    

    


    
      	 	
              (ii)

            	
              give
                any person any right to terminate or cancel any agreement including,
                without limitation, BSI Material Contracts, or any right or rights
                enjoyed
                by BSI,

            


    

    


    
      	 	
              (iii)

            	
              result
                in any material alteration of BSI's obligations under any agreement
                to
                which BSI is a party including, without limitation, the BSI Material
                Contracts,

            


    

    


    
      	 	
              (iv)

            	
              result
                in the creation or imposition of any material lien, encumbrance or
                restriction of any nature whatsoever in favor of a third party upon
                or
                against the BSI Assets,

            


    

    


    
      	 	
              (v)

            	
              result
                in the imposition of any tax liability to BSI relating to BSI Assets
                or
                the BSI Shares, or

            


    

    


    
      	 	
              (vi)

            	
              violate
                any court order or decree to which either BSI is subject;
                

            


    

    


    BSI
      Assets - Ownership and Condition

    


    
      	 	
              (dd)

            	
              Business
                Assets.
                The BSI Assets comprise all of the property and assets of the BSI
                Business, and neither the BSI Shareholders nor any other person,
                firm or
                corporation owns any assets used by BSI in operating the BSI Business,
                whether under a lease, rental agreement or other
                arrangement;

            


    

    


    
      	 	
              (ee)

            	
              Title.
                Other than to the extent of any leased assets, BSI is the legal and
                beneficial owner of the BSI Assets, free and clear of all mortgages,
                liens, charges, pledges, security interests, encumbrances or other
                claims
                whatsoever;

            


    

     

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (ff)

            	
              No
                Option.
                No person, firm or corporation has any agreement or option or a right
                capable of becoming an agreement for the purchase of any of the BSI
                Assets;

            


    

    


    
      	 	
              (gg)

            	
              BSI
                Insurance Policies.
                BSI maintains the public liability insurance and insurance against
                loss or
                damage to the BSI Assets and the BSI Business as described in Schedule
“G”
                hereto;

            


    

    


    
      	 	
              (hh)

            	
              BSI
                Material Contracts.
                The BSI Material Contracts listed in Schedule “H” constitute all of the
                material contracts of BSI;

            


    

    


    
      	 	
              (ii)

            	
              No
                Default.
                There has not been any default in any material obligation of BSI
                or to the
                knowledge of BSI any other party to be performed under any of BSI
                Material
                Contracts, each of which to the knowledge of BSI is in good standing
                and
                in full force and effect and unamended, and BSI is not aware of any
                default in the obligations of any other party to any of the BSI Material
                Contracts;

            


    

    


    
      	 	
              (jj)

            	
              No
                Compensation on Termination.
                There are no agreements, commitments or understandings relating to
                severance pay or separation allowances on termination of employment
                of any
                employee of BSI. BSI is not obliged to pay benefits or share profits
                with
                any employee after termination of employment except as required by
                law;

            


    

    


    BSI
      Assets - BSI Equipment

    


    
      	 	
              (kk)

            	
              BSI
                Equipment.
                The BSI Equipment has been maintained in a manner consistent with
                that of
                a reasonably prudent owner and to the knowledge of BSI such equipment
                is
                in good working condition;

            


    

    


    BSI
      Assets - BSI Goodwill and Other Assets

    


    
      	 	
              (ll)

            	
              BSI
                Goodwill.
                BSI carries on the BSI Business only under the name "Biodiesel Solutions,
                Inc." and variations thereof and under no other business or trade
                names.
                BSI does not have any knowledge of any infringement by BSI of any
                patent,
                trademark, copyright or trade
                secret;

            


    

    


    The
      Business of BSI

    


    
      	 	
              (mm)

            	
              Maintenance
                of Business.
                Since the date of the BSI Financial Statements, the BSI Business
                has been
                carried on in the ordinary course and BSI has not entered into any
                material agreement or commitment except in the ordinary course;
                and

            


    

    


    
      	 	
              (nn)

            	
              Subsidiaries.
                BSI does not own any subsidiaries and does not otherwise own, directly
                or
                indirectly, any shares or interest in any other corporation, partnership,
                joint venture or firm and BSI does not own any subsidiary and does
                not
                otherwise own, directly or indirectly, any shares or interest in
                any other
                corporation, partnership, joint venture or
                firm.

            


    

    


    Non-Merger
      and Survival

    


    5.2 The
      representations and warranties of BSI contained herein will be true at and
      as of
      Closing in all material respects as though such representations and warranties
      were made as of such time. Notwithstanding the completion of the transactions
      contemplated hereby, the waiver of any condition contained herein (unless such
      waiver expressly releases a party from any such representation or warranty)
      or
      any investigation made by TLBT, the representations and warranties of BSI shall
      survive the Closing for a period of eighteen (18) months. 

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    


    Indemnity

    


    5.3 Wiedemann
      and Springer jointly and severally agree to indemnify and save harmless TLBT
      from and against any and all Losses and Expenses resulting from the breach
      by
      BSI of any representation, warranty or covenant of BSI made under this Agreement
      or from any misrepresentation in or omission from any certificate or other
      instrument furnished or to be furnished by BSI or the BSI Shareholders to TLBT
      hereunder provided that (i) there shall be no indemnification obligation until
      aggregate Losses and Expenses exceed $10,000 and, in such event, the
      indemnifying party shall be required to pay the entire amount of such Losses
      and
      Expenses in excess of $10,000, (ii) neither Wiedemann nor Springer will be
      liable to the extent that any such claims exceed the amount of merger
      consideration actually received by such BSI Shareholder hereunder, other than
      to
      the extent of claims based on fraud by such BSI Shareholder, for which there
      shall be no dollar limit, and (iii) the obligations of Wiedemann and/or
      Springer may be satisfied in cash or surrender of Acquisition Shares (valued
      consistent with the method used to calculate the number of shares of such
      security issued at Closing - which in the case of TLBT Common Shares shall
      be
      equal to. the greater of (a) the average closing price of TLBT Common Shares
      for
      the 10 trading days immediately preceding the Closing Date, or (b) $0.05 per
      share, and in the case of the BSI New Preferred Shares shall be their State
      Value as set forth in the applicable Certificate of Designation for such
      shares), or any combination thereof, at the election of the applicable BSI
      shareholder.


    


    ARTICLE
      6

    COVENANTS
      OF BSI AND

    THE
      BSI SHAREHOLDERS

     

    Covenants

    


    6.1 BSI,
      Wiedemann and Springer covenant and agree with TLBT that they will:

    


    
      	 	
              (a)

            	
              Conduct
                of Business.
                Until the Closing, conduct the BSI Business diligently and in the
                ordinary
                course consistent with the manner in which the BSI Business generally
                has
                been operated up to the date of execution of this Agreement and will
                not
                enter into any material obligations or compensatory arrangements
                without
                the prior consent of TLBT; 

            


    

    


    
      	 	
              (b)

            	
              Preservation
                of Business.
                Until the Closing, use their best efforts to preserve the BSI Business
                and
                the BSI Assets and, without limitation, preserve for TLBT BSI’s
                relationships with their suppliers, customers and others having business
                relations with them;

            


    

    


    
      	 	
              (c)

            	
              Access.
                Until the Closing, give TLBT and its representatives full access
                to all of
                the properties, books, contracts, commitments and records of BSI
                relating
                to BSI, the BSI Business and the BSI Assets, and furnish to TLBT
                and its
                representatives all such information as they may reasonably
                request;

            


    

     

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (d)

            	
              Procure
                Consents.
                Until the Closing, take all reasonable steps required to obtain,
                prior to
                Closing, any and all third party consents required to permit the
                Merger
                and to preserve and maintain the BSI Assets, including the BSI Material
                Contracts, notwithstanding the change in control of BSI arising from
                the
                Merger;

            


    

    


    
      	 	
              (e)

            	
              Delivery
                of Registration Rights Agreement.
                On the Closing Date, the BSI Shareholders will deliver the executed
                Registration Rights Agreement to
                TLBT;

            


    

    


    
      	 	
              (f)

            	
              Employment
                Agreements.
                On the Closing Date, Wiedemann and Springer will deliver the executed
                Employment Agreements to TLBT; and

            


    

    


    
      	 	
              (g)

            	
              Delivery
                of Lock Up Agreement.
                On the Closing Date, the BSI Shareholders will deliver the executed
                Lock
                Up Agreement to TLBT.

            


    

    


    Authorization

    


    6.2 BSI
      hereby agrees to authorize and direct any and all federal, state, municipal,
      foreign and international governments and regulatory authorities having
      jurisdiction respecting BSI to release any and all information in their
      possession respecting BSI to TLBT. BSI shall promptly execute and deliver to
      TLBT any and all consents to the release of information and specific
      authorizations which TLBT reasonably require to gain access to any and all
      such
      information.

    


    Survival

    


    6.3 The
      covenants set forth in this Article shall survive the Closing for the benefit
      of
      TLBT. 


    


    ARTICLE
      7

    CONDITIONS
      PRECEDENT

    


    Conditions
      Precedent in favor of TLBT

    


    7.1 TLBT’s
      obligations to carry out the transactions contemplated hereby are subject to
      the
      fulfillment of each of the following conditions precedent on or before the
      Closing:

    


    
      	 	
              (a)

            	
              all
                documents or copies of documents required to be executed and delivered
                to
                TLBT by BSI or the BSI Shareholders under Section 9.2 will have been
                so
                executed and delivered;

            


    

    


    
      	 	
              (b)

            	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by BSI or the BSI Shareholders at or prior to the
                Closing will have been complied with or
                performed;

            


    

    


    
      	 	
              (c)

            	
              TLBT
                shall have completed its review and inspection of the books and records
                of
                BSI and shall be satisfied with same in all material
                respects;

            


    

    


    
      	 	
              (d)

            	
              title
                to the BSI Shares held by the BSI Shareholders and to the BSI Assets
                will
                be free and clear of all mortgages, liens, charges, pledges, security
                interests, encumbrances or other claims
                whatsoever;

            


    

     

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (e)

            	
              the
                Articles of Merger shall be executed by BSI in form acceptable for
                filing
                with the Nevada Secretary of State;

            


    

    


    
      	 	
              (f)

            	
              subject
                to Article 8 hereof, there will not have
                occurred

            


    

    


    
      	 	
              (i)

            	
              any
                material adverse change in the financial position or condition of
                BSI, its
                liabilities or the BSI Assets or any damage, loss or other change
                in
                circumstances materially and adversely affecting the BSI Business
                or the
                BSI Assets or BSI's right to carry on the BSI Business, other than
                (i)
                changes described in the Schedule “A” hereto and (ii) changes in the
                ordinary course of business, none of which has been materially adverse,
                or

            


    

    


    
      	 	
              (ii)

            	
              any
                damage, destruction, loss or other event, including changes to any
                laws or
                statutes applicable to BSI or the BSI Business (whether or not covered
                by
                insurance) materially and adversely affecting BSI, the BSI Business
                or the
                BSI Assets; 

            


    

    


    
      	 	
              (i)

            	
              BSI
                debt obligations shall consist of no more than $100,000 of unsecured
                bank
                debt and $72,000 in unsecured vendor debt, such amounts to be reduced
                by
                any payments made using the $200,000 previously loaned to BSI by
                TLBT;

            


    

    


    
      	 	
              (j)

            	
              BSI
                cash assets shall consist of no less than $200,000, such amount to
                be
                reduced by any payments made to debt referenced in
                7.1(i);

            


    

    


    
      	 	
              (g)

            	
              TLBT
                shall have received satisfactory confirmation that the customer
                relationships of BSI shall not be negatively impacted by the Merger;
                and

            


    

    


    
      	 	
              (h)

            	
              the
                transactions contemplated hereby shall have been approved by all
                other
                regulatory authorities having jurisdiction over the subject matter
                hereof,
                if any.

            


    

     

    Waiver
      by TLBT

    


    7.2 The
      conditions precedent set out in the preceding section are inserted for the
      exclusive benefit of TLBT and any such condition may be waived in whole or
      in
      part by TLBT at or prior to Closing by delivering to BSI and the BSI
      Shareholders a written waiver to that effect signed by TLBT. In the event that
      the conditions precedent set out in the preceding section are not satisfied
      on
      or before the Closing, TLBT shall be released from all obligations under this
      Agreement.

    


    Conditions
      Precedent in Favor of BSI and the BSI Shareholders

    


    7.3 The
      obligations of BSI and the BSI Shareholders to carry out the transactions
      contemplated hereby is subject to the fulfillment of each of the following
      conditions precedent on or before the Closing:

    


    
      	 	
              (a)

            	
              all
                documents or copies of documents required to be executed and delivered
                to
                BSI or the BSI Shareholder by TLBT or Acquirer under Section 9.3
                will have
                been so executed and delivered;

            


    

     

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (b)

            	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by TLBT at or prior to the Closing will have been
                complied with or performed;

            


    

    


    
      	 	
              (c)

            	
              BSI
                shall have completed its review and inspection of the books and records
                of
                TLBT and its subsidiaries and shall be satisfied with same in all
                material
                respects;

            


    

    


    
      	 	
              (d)

            	
              TLBT
                will have delivered the Acquisition Shares to be issued pursuant
                to the
                terms of the Merger to the BSI Shareholders at the Closing and the
                Acquisition Shares will be registered on the books of TLBT in the
                name of
                the BSI Shareholders at the Effective
                Time;

            


    

    


    
      	 	
              (e)

            	
              title
                to the Acquisition Shares will be free and clear of all mortgages,
                liens,
                charges, pledges, security interests, encumbrances or other claims
                whatsoever;

            


    

    


    
      	 	
              (f)

            	
              payment
                of the Cash Consideration required to be paid as of the Closing Date
                shall
                have been made;

            


    

    


    
      	 	
              (g)

            	
              the
                Articles of Merger shall be executed by the Acquirer in form acceptable
                for filing with the Nevada Secretary of State;


            


    

    


    
      	 	
              (h)

            	
              subject
                to Article 8 hereof, there will not have
                occurred

            


    

    


    
      	 	
              (i)

            	
              any
                material adverse change in the financial position or condition of
                TLBT,
                its subsidiaries, their assets of liabilities or any damage, loss
                or other
                change in circumstances materially and adversely affecting TLBT or
                the
                TLBT Business or TLBT’ right to carry on the TLBT Business, other than
                changes in the ordinary course of business, none of which has been
                materially adverse, or

            


    

    


    
      	 	
              (ii)

            	
              any
                damage, destruction, loss or other event, including changes to any
                laws or
                statutes applicable to TLBT or the TLBT Business (whether or not
                covered
                by insurance) materially and adversely affecting TLBT, its subsidiaries
                or
                its assets; and

            


    

    


    
      	 	
              (i)

            	
              the
                transactions contemplated hereby shall have been approved by all
                other
                regulatory authorities having jurisdiction over the subject matter
                hereof,
                if any. 

            


    

     

    Waiver
      by BSI and the BSI Shareholders

    


    7.4 The
      conditions precedent set out in the preceding section are inserted for the
      exclusive benefit of BSI and the BSI Shareholders and any such condition may
      be
      waived in whole or in part by BSI or the BSI Shareholders at or prior to the
      Closing by delivering to TLBT a written waiver to that effect signed by BSI
      and
      the BSI Shareholders. In the event that the conditions precedent set out in
      the
      preceding section are not satisfied on or before the Closing BSI and the BSI
      Shareholders shall be released from all obligations under this
      Agreement.

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

    


    Termination

    


    7.6 Notwithstanding
      any provision herein to the contrary, if the Closing does not occur on or before
      June 30, 2007, this Agreement will be at an end and will have no further force
      or
      effect, unless otherwise agreed upon by the parties in writing.

    


    Confidentiality

    


    7.7 Notwithstanding
      any provision herein to the contrary, the parties hereto agree that the
      existence and terms of this Agreement are confidential and that if this
      Agreement is terminated pursuant to the preceding section the parties agree
      to
      return to one another any and all financial, technical and business documents
      delivered to the other party or parties in connection with the negotiation
      and
      execution of this Agreement and shall keep the terms of this Agreement and
      all
      information and documents received from BSI and TLBT and the contents thereof
      confidential and not utilize nor reveal or release same, provided, however,
      that
      TLBT may be required to issue news releases regarding the execution and
      consummation of this Agreement and file a Current Report on Form 8-K with the
      Securities and Exchange Commission respecting the proposed Merger contemplated
      hereby together with such other documents as are required to maintain the
      currency of TLBT’ filings with the Securities and Exchange
      Commission.

    


    No-Shop
      Provision

    


    7.8 From
      the
      date hereof until the close of business on June 30, 2007, the parties hereto
      agree that they shall not, nor will they cause their directors, officers,
      employees, agents and representatives to, directly or indirectly, solicit or
      entertain offers from, hold meetings or discussions with, or in any manner
      encourage, accept or consider any proposal of, any other person relating to
      the
      acquisition of BSI, shares of BSI’s capital stock, securities convertible into
      or exchangeable for shares of BSI’s capital stock, or BSI’s assets or business,
      in whole or in part, whether directly or indirectly, through purchase, merger,
      consolidation, original issuance, or otherwise. BSI and the BSI Shareholders
      will immediately notify TLBT in writing regarding any such contact from the
      date
      hereof until the close of business on June 30, 2007.

    


    ARTICLE
      8

    RISK

    


    Material
      Change in the Business of BSI

    


    8.1 If
      any
      material loss or damage to the BSI Business occurs prior to Closing and such
      loss or damage, in TLBT' reasonable opinion, cannot be substantially repaired
      or
      replaced within sixty (60) days, TLBT shall, within two (2) days following
      any
      such loss or damage, by notice in writing to BSI, at its option,
      either:

    


    
      	 	
              (a)

            	
              terminate
                this Agreement, in which case no party will be under any further
                obligation to any other party; or

            


    

    


    
      	 	
              (b)

            	
              elect
                to complete the Merger and the other transactions contemplated hereby,
                in
                which case the proceeds and the rights to receive the proceeds of
                all
                insurance covering such loss or damage will, as a condition precedent
                to
                TLBT' obligations to carry out the transactions contemplated hereby,
                be
                vested in BSI or otherwise adequately secured to the satisfaction
                of TLBT
                on or before the Closing Date.

            


    

     

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    Material
      Change in the TLBT Business

    


    8.2 If
      any
      material loss or damage to the TLBT Business occurs prior to Closing and such
      loss or damage, in BSI's reasonable opinion, cannot be substantially repaired
      or
      replaced within sixty (60) days, BSI shall, within two (2) days following any
      such loss or damage, by notice in writing to TLBT, at its option,
      either:

    


    
      	 	
              (a)

            	
              terminate
                this Agreement, in which case no party will be under any further
                obligation to any other party; or

            


    

    


    
      	 	
              (b)

            	
              elect
                to complete the Merger and the other transactions contemplated hereby,
                in
                which case the proceeds and the rights to receive the proceeds of
                all
                insurance covering such loss or damage will, as a condition precedent
                to
                BSI's obligations to carry out the transactions contemplated hereby,
                be
                vested in TLBT or otherwise adequately secured to the satisfaction
                of BSI
                on or before the Closing Date.

            


    

    


    ARTICLE
      9

    CLOSING

    


    Closing

    


    9.1 The
      Merger and the other transactions contemplated by this Agreement will be closed
      at the Place of Closing in accordance with the closing procedure set out in
      this
      Article.

    


    Documents
      to be Delivered by BSI

    


    9.2 On
      or
      before the Closing, BSI, Wiedemann and Springer will deliver or cause to be
      delivered to TLBT:

    


    
      	 	
              (a)

            	
              the
                original or certified copies of the charter documents of BSI and
                all
                corporate records documents and instruments of BSI, the corporate
                seal of
                BSI and all books and accounts of
                BSI;

            


    

    


    
      	 	
              (b)

            	
              all
                reasonable consents or approvals required to be obtained by BSI for
                the
                purposes of completing the Merger and preserving and maintaining
                the
                interests of BSI under any and all BSI Material Contracts and in
                relation
                to BSI Assets;

            


    

    


    
      	 	
              (c)

            	
              certified
                copies of such resolutions of the shareholders and directors of BSI
                as are
                required to be passed to authorize the execution, delivery and
                implementation of this Agreement;

            


    

    


    
      	 	
              (d)

            	
              an
                acknowledgement from BSI and the BSI Shareholders of the satisfaction
                of
                the conditions precedent set forth in section 7.3
                hereof;

            


    

    


    
      	 	
              (e)

            	
              the
                Employment Agreements, duly executed by BSI, Wiedemann and
                Springer;

            


    

    


    
      	 	
              (f)

            	
              the
                Articles of Merger, duly executed by BSI;


            


    

    


    
      	 	
              (g)

            	
              the
                Registration Rights Agreement, duly executed by the BSI
                Shareholders;

            


    

     

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (h)

            	
              the
                Lock Up Agreement, duly executed by the BSI Shareholders;
                and

            


    

    


    
      	 	
              (i)

            	
              such
                other documents as TLBT may reasonably require to give effect to
                the terms
                and intention of this Agreement.

            


    

    


    Documents
      to be Delivered by TLBT

    


    9.3 On
      or
      before the Closing, TLBT shall deliver or cause to be delivered to BSI and
      the
      BSI Shareholders:

    


    
      	 	
              (a)

            	
              share
                certificates representing the Acquisition Shares duly registered
                in the
                names of the BSI Shareholders;

            


    

    


    
      	 	
              (b)

            	
              the
                Cash Consideration due to be paid on the Closing
                Date;

            


    

    


    
      	 	
              (c)

            	
              certified
                copies of such resolutions of the directors of TLBT as are required
                to be
                passed to authorize the execution, delivery and implementation of
                this
                Agreement;

            


    

    


    
      	 	
              (d)

            	
              a
                certified copy of a resolution of the directors of BSI dated as of
                the
                Closing Date, approving the Employment
                Agreements;

            


    

    


    
      	 	
              (e)

            	
              an
                acknowledgement from TLBT of the satisfaction of the conditions precedent
                set forth in section 7.1 hereof;

            


    

    


    
      	 	
              (f)

            	
              the
                Employment Agreements, duly executed by TLBT:


            


    

    


    
      	 	
              (g)

            	
              the
                Registration Rights Agreement, duly executed by TLBT;
                

            


    

    


    
      	 	
              (h)

            	
              the
                Articles of Merger, duly executed by the
                Acquirer;

            


    

    


    
      	 	
              (i)

            	
              such
                other documents as BSI may reasonably require to give effect to the
                terms
                and intention of this Agreement.

            


    

     

    ARTICLE
      10

    POST-CLOSING
      MATTERS

    


    Forthwith
      after the Closing, TLBT, BSI and the BSI Shareholders agree to use all their
      best efforts to:

    


    
      	 	
              (a)

            	
              file
                the Articles of Merger with Secretary of State of
                Nevada;

            


    

    


    
      	 	
              (b)

            	
              cause
                the directors of BSI to be John King, David Marks and Rudi Wiedemann
                and
                to cause the appointment of an additional director to be chosen by
                John
                King and David Marks;

            


    

    


    
      	 	
              (c)

            	
              issue
                a news release reporting the
                Closing;

            


    

     

    
      	 	
              (d)

            	
              file
                reports on Form 3 (and Form 13D, where applicable) with the Securities
                and
                Exchange Commission disclosing the acquisition of the Acquisition
                Shares
                by the BSI Shareholders.

            


    

     

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    ARTICLE
      11

    GENERAL
      PROVISIONS

    


    Submission
      to Jurisdiction; Consent to Service of Process.

    


    11.1 The
      parties hereto hereby irrevocably submit to the exclusive jurisdiction of any
      federal or state court located within the State of Nevada over any dispute
      arising out of or relating to this Agreement or any of the transactions
      contemplated hereby and each party hereby irrevocably agrees that all claims
      in
      respect of such dispute or any suit, action proceeding related thereto may
      be
      heard and determined in such courts. The parties hereby irrevocably waive,
      to
      the fullest extent permitted by applicable Law, any objection which they may
      now
      or hereafter have to the laying of venue of any such dispute brought in such
      court or any defense of inconvenient forum for the maintenance of such dispute.
      Each of the parties hereto agrees that a judgment in any such dispute may be
      enforced in other jurisdictions by suit on the judgment or in any other manner
      provided by law.

    


    11.2 Each
      of
      the parties hereto hereby consents to process being served by any party to
      this
      Agreement in any suit, action or proceeding by the mailing of a copy thereof
      in
      accordance with the provisions of Section 11.6.

    


    Procedure
      for Indemnity Claims

    


    11.3 In
      the
      event that any legal proceedings shall be instituted or that any claim or demand
      (“Claim”) shall be asserted by any person in respect of which payment may be
      sought under this Agreement, the indemnified party shall reasonably and promptly
      cause written notice of the assertion of any Claim of which it has knowledge
      which is covered by this indemnity to be forwarded to the indemnifying party.
      The indemnifying party shall have the right, at its sole option and expense,
      to
      be represented by counsel of its choice, which must be reasonably satisfactory
      to the indemnified party, and to defend against, negotiate, settle or otherwise
      deal with any Claim which relates to any Losses and Expenses with respect to
      which indemnification is provided hereunder. If the indemnifying party elects
      to
      defend against, negotiate, settle or otherwise deal with any Claim which relates
      to any Losses and Expenses indemnified against hereunder, it shall within five
      (5) days (or sooner, if the nature of the Claim so requires) notify the
      indemnified party of its intent to do so. If the indemnifying party elects
      not
      to defend against, negotiate, settle or otherwise deal with any Claim which
      relates to any Losses and Expenses indemnified against hereunder, fails to
      notify the indemnified party of its election as herein provided or contests
      its
      obligation to indemnify the indemnified party for such Losses and Expenses
      under
      this Agreement, the indemnified party may defend against, negotiate, settle
      or
      otherwise deal with such Claim. If the indemnified party defends any Claim,
      then
      the indemnifying party shall reimburse the indemnified party for the Losses
      and
      Expenses of defending such Claim upon submission of periodic bills. If the
      indemnifying party shall assume the defense of any Claim, the indemnified party
      may participate, at his or its own expense, in the defense of such Claim;
      provided, however, that such indemnified party shall be entitled to participate
      in any such defense with separate counsel at the expense of the indemnifying
      party if, (i) so requested by the indemnifying party to participate or (ii)
      in
      the reasonable opinion of counsel to the indemnifying party, a conflict or
      potential conflict exists between the indemnified party and the indemnifying
      party that would make such separate representation advisable; and provided,
      further, that the indemnifying party shall not be required to pay for more
      than
      one such counsel for all indemnified parties in connection with any Claim.
      The
      parties hereto agree to cooperate fully with each other in connection with
      the
      defense, negotiation or settlement of any such Claim. Any settlement of any
      Claim by the indemnifying party shall provide for a full release of Claims
      against the indemnified party and any settlement of any Claim by the indemnified
      party is subject to the reasonable consent of the indemnified
      party.

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

    


    11.4 After
      any
      final judgment or award shall have been rendered by a court, arbitration board
      or administrative agency of competent jurisdiction and the expiration of the
      time in which to appeal therefrom, or a settlement shall have been consummated,
      or the indemnified party and the indemnifying party shall have arrived at a
      mutually binding agreement with respect to a Claim hereunder, the indemnified
      party shall forward to the indemnifying party notice of any sums due and owing
      by the indemnifying party pursuant to this Agreement with respect to such matter
      and the indemnifying party shall be required to pay all of the sums so due
      and
      owing to the indemnified party by wire transfer of immediately available funds
      within 10 business days after the date of such notice.

    


    11.5 The
      failure of the indemnified party to give reasonably prompt notice of any Claim
      shall not release, waive or otherwise affect the indemnifying party’s
      obligations with respect thereto except to the extent that the indemnifying
      party can demonstrate actual loss and prejudice as a result of such
      failure.

    


    Notice

    


    11.6 Any
      notice required or permitted to be given by any party will be deemed to be
      given
      when in writing and delivered to the address for notice of the intended
      recipient by personal delivery, prepaid single certified or registered mail,
      or
      Facsimile. Any notice delivered by mail shall be deemed to have been received
      on
      the fourth business day after and excluding the date of mailing, except in
      the
      event of a disruption in regular postal service in which event such notice
      shall
      be deemed to be delivered on the actual date of receipt. Any notice delivered
      personally or by Facsimile shall be deemed to have been received on the actual
      date of delivery.

    


    Addresses
      for Service

    


    11.5 The
      address for service of notice of each of the parties hereto is as
      follows:

    


    (a) TLBT
      or
      the Acquirer:

    


    Tech
      Laboratories, Inc.

    1818
      North Farwell Avenue

    Milwaukee,
      Wisconsin 53202

    Attention:
      John King, Chief Executive Officer

    Telephone:
      (414) 283-2616

    Facsimile:
      (312) 873-3739

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

    


    Copy
      to:

    


    Thomas
      A.
      Rose, Esq.

    Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway

    New
      York,
      New York 10006

    Phone:
      (212) 930-9700

    Facsimile:
      (212) 930-9725

    


    (b) BSI
      or
      the BSI Shareholders

    


    Biodiesel
      Solutions, Inc.

    1395
      Greg
      Street, Suite #102

    Sparks,
      Nevada 89431

    Attention:
      Rudi Wiedemann, President and Chief Executive Officer

    Telephone:
      (775) 358-6400

    Facsimile:
      (775) 358-6499

    


    Copy
      to:

    


    Hale
      Lane

    5441
      Kietzke Lane, Second Floor 

    Reno,
      Nevada 89511

    Attention:
      David A. Garcia, Esq.

    Telephone:
      (775) 327-3000

    Facsimile:
      (775) 786-6179

    


    Change
      of Address

    


    11.6 Any
      party
      may, by notice to the other parties change its address for notice to some other
      address in North America and will so change its address for notice whenever
      the
      existing address or notice ceases to be adequate for delivery by hand. A post
      office box may not be used as an address for service.

    


    Further
      Assurances

    


    11.7 Each
      of
      the parties will execute and deliver such further and other documents and do
      and
      perform such further and other acts as any other party may reasonably require
      to
      carry out and give effect to the terms and intention of this
      Agreement.

    


    Time
      of the Essence

    


    11.8 Time
      is
      expressly declared to be the essence of this Agreement.

    


    Entire
      Agreement

    


    11.9 The
      provisions contained herein constitute the entire agreement among BSI, the
      BSI
      Shareholders, the Acquirer and TLBT respecting the subject matter hereof and
      supersede all previous communications, representations and agreements, whether
      verbal or written, among BSI, the BSI Shareholders, the Acquirer and TLBT with
      respect to the subject matter hereof.

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

    


    Successors
      and Assigns

    


    11.10 This
      Agreement will inure to the benefit of and be binding upon the parties hereto
      and their respective heirs, executors, administrators, successors and permitted
      assigns.

    


    Assignment

    


    11.11 This
      Agreement is not assignable without the prior written consent of the parties
      hereto. 

    


    Counterparts

    


    11.12 This
      Agreement may be executed in counterparts, each of which when executed by any
      party will be deemed to be an original and all of which counterparts will
      together constitute one and the same Agreement. Delivery of executed copies
      of
      this Agreement by Facsimile will constitute proper delivery, provided that
      originally executed counterparts are delivered to the parties within a
      reasonable time thereafter.

    


    Applicable
      Law

    


    11.13 This
      Agreement is subject to the laws of the State of Nevada.

    


    [Remainder
      of page intentionally left blank.]

    


    
      
         

      

      
        32

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF
      the
      parties have executed this Agreement effective as of the day and year first
      above written.

     

    
      	 	 	 
	 	TECH LABORATORIES,
              INC.
	 
 	 
 	 
 
	
            	By:  	/s/ John King 
	 	
              
John
              King, CEO


       

      
        	 	 	 
	 	BSI ACQUISITIONS,
                INC.
	 
 	 
 	 
 
	
              	By:  	/s/ John King 
	 	
                
John
                King, CEO


        
           

          
            	 	 	 
	 	BIODIESEL SOLUTIONS,
                    INC.
	 
 	 
 	 
 
	
                  	By:  	/s/ Rudolf Wiedemann 
	 	
                    
Rudolf
                    Wiedemann, President


            
               

              
                	 	 	 
	
                      	
                      	/s/ Rudolf Wiedemann
	 	
                        
Rudolf
                        Wiedemann


                
                   

                  
                    	 	 	 
	
                          	
                          	/s/ Gregory
                            Springer
	 	
                            
Gregory
                            Springer


                     

                  

                

              

            

          

        

        
          	 	 	 
	 	
                  KEN
                    THOMAS AND

                  MARYANNE
                    HARZHEIM,

                  TRUSTEES
                    OF THE THOMAS-

                  HARZHEIM
                    TRUST

                
	 
 	 
 	 
 
	
                	By:  	/s/ Ken Thomas
	 	 	
                  

                
	 	 	 
	 	By: 	/s/ Maryanne Harzheim 
	 	
                  
Name:
	 	Title:Trustee



      

    

     

      

    
      
         

      

      
        33