ex10_1.htm


     

    
      COAL BUY AND SELL
AGREEMENT

      


      This Coal
Buy and Sell Agreement (hereinafter referred to as the “Coal Agreement”) made
and entered into as of this 4th day of February, 2010, by and between JBM Energy
Company, LLC, a limited liability company organized under the laws of the State
of Delaware (hereinafter referred to as the “Seller”), and Future Gas Holdings,
Ltd (hereinafter referred to as the “Buyer”).

      


      WITNESSETH:

      


      WHEREAS,
by Quit Claim Mineral Deed dated July 8, 2005, a copy of which is attached to
this Coal Agreement as Exhibit 1 and by this reference made a part hereof,
Russell B. Pace, Jr. did convey, remise and forever quit claim unto Seller all
coal mineral rights located under real property in Judith Basin County, Montana
as described in Exhibit “A” attached to the aforesaid Quit Claim Mineral Deed
(hereinafter referred to as the “coal property”), and

      


      WHEREAS,
Seller desires to sell to Buyer and Buyer desires to purchase from Seller, on
the terms and conditions set forth below, the coal property as described
above.

      


      NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:

      


      
        	
                1.  

              	
                PROPERTY

              


      

      
        	
                a.  

              	
                Seller
      agrees to convey to Buyer by quit claim deed all of its right, title and
      interest in and to the coal property it acquired from Russell B. Pace, Jr.
      as described above, together with all easements, rights-of-way, tenements,
      hereditaments, appurtenances and surface use rights, owned by Seller and
      used or connected with the beneficial use or enjoyment of the coal
      property.

              


      

      
        	
                b.  

              	
                Seller
      shall convey the coal property free and clear of all mortgages, liens,
      claims, charges, encumbrances, leases, security interests and pledges, of
      any kind or nature except for the royalty interest retained by Seller as
      provided in paragraph 4.a. below.

              


      

      
        	
                c.  

              	
                Attached
      hereto as Exhibit 2 and by this reference made a part of this Agreement is
      a Map entitled "Mineral Rights Owned by Russell B. Pace, Jr. and JBM
      Energy Company, LLC, Judith Basin County, Montana" showing the location of
      all the coal and other minerals owned by Pace and JBM in Judith Basin
      County, Montana.

              


      

      


      
        	
                2.  

              	
                EXPLORATION
      EXPENDITURES

              


      

      
        	
                a.  

              	
                In
      addition to the Purchase Price as provided for in paragraph 3 below and as
      further consideration to the Seller for the sale of the coal, Buyer agrees
      that within eighteen (18) months from the date of this Coal Agreement
      Buyer will, at Buyer’s sole cost and expense, drill such additional holes,
      take and evaluate such additional cores, as are needed to prepare (1) a
      Reserve Study setting forth the quantity and classification of proven and
      probable coal reserves and a valuation thereof, and (2) a Mine Feasibility
      Study which includes a Mining Plan to produce a minimum of Fifty (50)
      million tons of coal.  Buyer agrees to produce both such Studies
      and Mining Plan.

              


      

      
        	
                b.  

              	
                Seller
      shall have the right, if it so elects, for its representative to be
      present at all drilling activities, and to receive copies of all drill
      hole records, core test evaluations and other mineral evaluations, Reserve
      and Mine Feasibility studies, as they are produced.  Seller
      shall also have the right to take samples from the drill holes for its own
      use, at Seller’s expense.

              


      

      


      


      
        	
                3.  

              	
                PURCHASE
      PRICE

              


      

      Seller
agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Coal
Property as described above and all rights referred to in paragraph 1.a. above,
for a total purchase price of One Million Nine Hundred Fifty Thousand U.S.
Dollars ($1,950,000), payable to Seller, in cash, at the times and in the
amounts set forth in the following schedule of payments.

      
        	
                a.  

              	
                Fifty
      Thousand U.S. Dollars ($50,000) upon execution of this Coal
      Agreement.

              


      

      
        	
                b.  

              	
                One
      Hundred Fifty Thousand U.S. Dollars ($150,000) on the closing date of this
      Coal Agreement.

              


      

      
        	
                c.  

              	
                The
      balance of One Million Seven Hundred Fifty Thousand U.S. Dollars
      ($1,750,000) shall be paid by Buyer executing and delivering to Seller on
      the closing date Buyer's negotiable Promissory Note in the above principal
      amount payable to Seller on the following terms and
    schedules:

              


      

      
        	
                i.  

              	
                $200,000
      90 days following closing

              


      

      
        	
                ii.  

              	
                $200,000
      270 days following closing

              


      

      
        	
                iii.  

              	
                $100,000
      90 days following completion of Reserve Study and Mining
    Plan

              


      

      
        	
                iv.  

              	
                The
      Note shall bear interest at the rate of five percent (5%) per annum, but
      no interest shall be due and payable by Buyer during the first two (2)
      years following the Closing Date
hereunder.

              


      

      
        	
                v.  

              	
                Interest
      only payments shall be made quarterly during the third and fourth years
      following the Closing Date
hereunder.

              


      

      
        	
                vi.  

              	
                Commencing
      the fifth year following the Closing Date, the principal balance of One
      Million Two Hundred Fifty Thousand U.S. Dollars ($1,250,000) shall be paid
      in eight (8) equal quarterly installments, plus accrued interest on unpaid
      principal balance to date of each principal
  payment.

              


      

      
        	
                vii.  

              	
                Buyer
      shall have the right to prepay all or any part of the principal balance at
      any time with out penalty.

              


      

      
        	
                viii.  

              	
                The
      entire principal balance and all accrued interest shall be accelerated and
      became immediately due and payable if the Buyer sells or transfers the
      coal property.

              


      

      
        	
                 
      

              	
                ix.  All
      of the above payments will be secured by a mortgage on the coal property
      and the other mineral property being conveyed by Seller and Russell B.
      Pace, Jr. to Buyer at Closing.  The form and substance of the
      Promissory Note and Mortgage shall be acceptable to
  Seller.

              


      

      
        	
                d.  

              	
                All
      payments made by Buyer hereunder shall be made by bank cashier’s checks or
      by bank wire to an account designated by Seller, as directed by
      Seller.

              


      

      


      
        	
                4.  

              	
                ADDITIONAL
      PAYMENTS

              


      

      
        	
                a.  

              	
                Seller
      will be paid a royalty of Twenty-Five Cents ($0.25) per ton on all coal
      when and as mined from the coal property.  At Closing, Buyer
      will execute and deliver to Seller a document in form and substance
      acceptable to Seller establishing Seller’s right to the royalty described
      above, which document will be recorded in the office of the Judith Basin
      County Clerk and Recorder.  Upon any subsequent leasing, sale or
      other disposition of all or any part of the coal property, Buyer will take
      all appropriate steps to notify the acquirer of any of the coal rights of
      Seller’s royalty interest therein and to protect Seller’s royalty
      interest.

              


      

      
        	
                b.  

              	
                Seller
      shall have the right to require Buyer, at Buyer’s expense, to give an
      accounting of all information needed to support Seller’s right to the
      royalty payments due hereunder.

              


      

      
        	
                c.  

              	
                If
      the coal is sold by the Buyer, other than after being mined by Buyer,
      Seller will receive ten percent (10%) of the net proceeds or other
      considerations received by Buyer after deducting the Buyer’s total
      investment in the coal and a 15% annualized return on Buyer’s
      investment.

              


      

      
        	
                d.  

              	
                If
      the coal is not sold but is transferred as an equity contribution in any
      development project, including but not limited to Coal Gasification, Coal
      Liquification, etc., Seller will receive an equity interest equal to ten
      percent (10%) of the equity interest which Buyer receives in such projects
      as a result of the contribution of the coal or any portion thereof, or ten
      percent (10%) of any other interests or considerations which Buyer
      receives as a result of such transfer of the
  coal.

              


      

      


      
        	
                5.  

              	
                DOCUMENTATION PROVIDED
      BY SELLER

              


      

      
        	
                 
      

              	
                Seller
      has provided Buyer with certain documents, maps, reports and information
      concerning Seller’s coal and its envisioned coal gasification facility in
      Montana, as well as other matters such as transmission possibilities, and
      CO2 use
      for enhanced oil recovery and sequestration.  Buyer agrees that
      it will conduct its own independent investigation of the coal property and
      enters into this Coal Agreement in full reliance thereon, and that there
      are no other agreements, verbal or otherwise modifying the terms of this
      Coal Agreement, and that it has not relied upon any oral representations
      made by Seller.  Seller does not warrant the accuracy of any of
      the information or data contained in any of the documents or materials
      delivered, or to be delivered, by Seller to
  Buyer.

              


      

      


      
        	
                6.  

              	
                TRANSFER OF
      TITLE

              


      

      
        	
                a.  

              	
                Seller
      had Stephan R. Granzow of Meadowlark Search search title on the coal
      property.  Seller has delivered to Buyer title reports,
      abstracts and memoranda of title, prepared by Stephen R. Granzow, showing
      the chain of title to Seller’s coal and other minerals.  Seller
      has also delivered to Buyer a letter dated November 21, 2008 from Stephen
      R. Granzow, wherein Granzow states his opinion that under the Quit Claim
      Deed dated March 1, 1965, from Giffen Coal Mines Company to Russell B.
      Pace, Jr., recorded on October 15, 1969 in Book 156, page 186 in the
      Judith Basin Clerk and Recorder’s Office, Russell B. Pace, Jr. acquired
      100% of all the coal and other mineral interests conveyed to him under
      said Quit Claim Deed, with the exception of 480 acres which may be owned
      by the Federal Government and 160.9 acres which may be owned by the State
      of Montana.

              


      

      
        	
                b.  

              	
                At
      the closing on the date hereinafter
provided,

              


      

      
        	
                i.  

              	
                Seller
      will execute a Quit Claim Deed to Buyer of the coal property being sold
      hereunder, conveying the coal property free and clear of all mortgages,
      liens, claims, charges, encumbrances, leases, security interests and
      pledges, of any kind or nature except for the royalty interest retained by
      Seller as provided in paragraph 4.a. above.  The Quit Claim Deed
      shall be in the same form and substance as the Quit Claim Deed which
      Seller received from its Seller, except that it will also include a
      provision reserving the royalty of 25 cents per ton on the coal as
      provided in paragraph 4.a. above.

              


      

      
        	
                ii.  

              	
                Buyer
      will execute a mortgage on the coal property and the other mineral
      property being conveyed by Seller and Russell B. Pace, Jr. to Buyer at
      closing, securing the payments due from Buyer to Seller and Pace under the
      Coal Agreement, Mineral Agreement, and the Consulting Agreement, and the
      delivery of the Stock under the Stock Agreement referred to in
      subparagraph 10.c.ii. and iii. below, and all of the obligations of Buyer
      under all of the aforesaid
Agreements.

              


      

      
        	
                c.  

              	
                Both
      the Quit Claim Deed executed by Seller and the mortgage executed by Buyer,
      as referred to in subparagraph 6.b.i. and ii. above, shall be placed in
      escrow under an Escrow Agreement containing terms and conditions
      acceptable to both Seller and Buyer.  When Buyer completes the
      drilling and produces the studies and mining plan as provided in paragraph
      2 above, and makes timely all payments provided for in subparagraph 3.a.,
      3.b. and 3.c.i. through 3.c.iii. above and all payments due under the
      Mineral Agreement and the Consulting Agreement, and delivers the stock
      under the Stock Agreement as provided, the Quit Claim Deed will be
      delivered to Buyer and recorded, and the mortgage will be delivered to
      Seller and recorded.  If there is any breach or default by Buyer
      as provided in paragraph 10 below, the Quit Claim Deed will not be
      delivered to Buyer but will be delivered back to Seller and not recorded,
      and the mortgage will be delivered back to Buyer and not
      recorded.

              


      

      
        	
                d.  

              	
                Buyer
      shall have until 5 PM, PDT, March 31, 2010 to complete Buyer’s due
      diligence and to review all title documents and reports, and to advise
      Seller by email whether it accepts title, and commits to proceed to
      closing on the closing date hereafter provided.  If Buyer fails
      to give the email notice at the time provided above or fails to accept
      title, Seller may terminate this Agreement, in which event this Agreement
      shall be null, void and of no further force or effect at which time Buyer
      shall have no further rights or liabilities under this Coal Agreement and
      the $50,000 payment made by Buyer shall be deemed non-refundable and
      forfeited.  Buyer is not obligated to proceed to closing unless
      it accepts title, and is satisfied with Buyer’s due
    diligence.

              


      

      


      
        	
                7.  

              	
                CLOSING
      DATE

              


      

      The
Closing Date shall be on or before April 9, 2010, or at such other date as the
parties may mutually agree.  The closing shall be at Great Falls,
Montana, or at such other place as the parties may mutually
agree.  Seller shall pay the cost of preparing the deed, and the
royalty document and the costs of recording the royalty
document.  Buyer shall pay the cost of recording the deed and all
other closing costs.

      


      
        	
                8.  

              	
                REPRESENTATION AND
      WARRANTIES OF SELLER

              


      

      
        	
                a.  

              	
                Seller
      was organized as a limited liability company under the laws of the State
      of Delaware on May 24, 2005.  Seller was qualified to do
      business in the State of Montana on February 3,
  2006.

              


      

      
        	
                b.  

              	
                Seller
      received its Federal Employer Identification No. 32-1070749 on March 15,
      2006.

              


      

      
        	
                c.  

              	
                The
      Management Committee of Seller consists of one (1) Manager, namely Russell
      B. Pace, Jr.

              


      

      
        	
                d.  

              	
                Seller
      is in good standing under the laws of Delaware and Montana and has filed
      all reports and paid all taxes and fees required as of this date by both
      Delaware and Montana.  It has the power to own its properties
      and to carry on its business as it is now being
  conducted.

              


      

      
        	
                e.  

              	
                There
      are no liabilities and there is no indebtedness of Seller which, in any
      way, would impair the right of Seller to enter into this Coal Agreement or
      to perform under it.

              


      

      
        	
                f.  

              	
                There
      are no pending or threatened claims, made on behalf of anyone against
      Seller, or the coal property, nor are there pending or threatened actions,
      suits, proceedings or investigations against or affecting Seller, or the
      coal property, at law or in equity, before any federal, state or local
      court, board or other governmental or administrative
    agency.

              


      

      
        	
                g.  

              	
                Seller
      is not in violation of any law, regulation or rule, or of any writ,
      judgment, injunction, order or decree of any court or government
      authority.

              


      

      
        	
                h.  

              	
                Seller
      has the requisite authority to execute, deliver and perform this Coal
      Agreement and all other agreements or instruments to be executed by Seller
      pursuant to this Coal Agreement.  This Coal Agreement
      constitutes, and such other agreements and instruments will constitute,
      the legal, valid and binding obligation of Seller which are or will be
      enforceable against Seller in accordance with their respective
      terms.

              


      

      
        	
                i.  

              	
                The
      execution, delivery and performance of the Coal Agreement will not result
      in the violation of any statute, regulations, judgment, writ, injunction
      or decree of any court or other
agency.

              


      

      
        	
                j.  

              	
                Seller
      has not received written notice of any attachments, executions,
      assignments for the benefit of creditors, or voluntary or involuntary
      proceedings in bankruptcy or under any other debtor relief laws
      contemplated or pending or threatened against Seller or the Coal
      Property.

              


      

      
        	
                k.  

              	
                The
      representations and warranties contained in this Paragraph 8 shall be
      true, on and as of the closing date, with the same force and effect as
      though made on and as of the closing date, and shall survive and remain in
      effect following the closing date.

              


      

      


      
        	
                9.  

              	
                REPRESENTATIONS AND
      WARRANTIES OF BUYER

              


      

      Buyer
represents and warrants that prior to the Closing Date it will either (1) merge
in a corporation which is incorporated under the laws of one of the states in
the United States where the surviving entity is a U.S. corporation (U.S.
company), or (2) will transfer and assign its entire interest and all rights
under this Coal Agreement and under the Mineral Buy and Sell Agreement, the
Stock agreement and the Consultant Agreement being executed on even date
herewith with Russell B. Pace Jr., to a U.S. company who will assume all rights
and obligations under all of the aforesaid agreements.  All closing
documents, including the deed, mortgage, escrow agreement and others will be
executed to and by the U.S. company.  The U.S. company who at closing
will be the "Buyer" under this Coal Agreement and all of the other 3 aforesaid
agreements will, either by merger or otherwise, become a U.S. public company
with its shares publicly traded before April 30, 2010.

      


      Prior to
closing, the new Buyer (U.S. company) will provide Seller with the following
representatives and warranties with the completed information inserted and the
attached exhibits, all of which will be deemed incorporated by reference as a
part of this Coal Agreement and in the Mineral Buy and Sell Agreement and the
Stock Agreement, subject to Seller's satisfaction and acceptance:

      
        	
                a.  

              	
                Buyer
      was organized as a corporation under the laws of ______________________ on
      ________________.  A copy of its certificate of incorporation,
      and all amendments thereto, is attached hereto as Exhibit 3 and by
      reference made a part hereof.  Buyer is qualified to do business
      in the following states:
  ______________________________.

              


      

      
        	
                b.  

              	
                A
      copy of the Buyer's current Bylaws as amended is attached hereto as
      Exhibit 4 and by reference made a part
hereof.

              


      

      
        	
                c.  

              	
                A
      list of the names and addresses of the Buyer's Directors and Officers is
      attached hereto as Exhibit 5 and by reference made a part
      hereof.

              


      

      
        	
                d.  

              	
                Buyer
      is authorized to issue ________ shares of common stock and _______ shares
      of preferred stock.  The total outstanding stock of Buyer
      consists of the following:

              


      

      _______________
shares of common voting stock _______________ shares of preferred, is
any.  There is a total of ______________ stockholders owning stock in
the Buyer.

      
        	
                e.  

              	
                There
      are no stock options, warrants or other stock rights outstanding except
      those set forth in Exhibit 6 attached hereto and by reference made a part
      hereof.

              


      

      
        	
                f.  

              	
                Attached
      hereto as Exhibit 7 and by reference made a part here of are true and
      correct  copies of the financial statements of Buyer since its
      incorporation which represent the true and correct financial condition and
      transactions of Buyer for the respective
period.

              


      

      
        	
                g.  

              	
                Buyer
      is in good standing under the laws of ________________ and has the power
      to own its properties and to carry on its business as  it is now
      being conducted.

              


      

      
        	
                h.  

              	
                There
      are no liabilities and there is no indebtedness of Buyer which, in any
      way, would impair the right of Buyer to enter into this Coal Agreement or
      to perform under it.

              


      

      
        	
                i.  

              	
                There
      are no pending or threatened actions, suits, proceedings or investigations
      against or affecting Buyer, at law or in equity, before any federal, state
      or local court, board or other governmental or administrative agency,
      except as listed in Exhibit 8 attached hereto and by reference made a part
      hereof.

              


      

      
        	
                j.  

              	
                Buyer
      is not in violation of any law, regulation or rule, or of any writ,
      judgment, injunction, order or decree of any court or government
      authority.

              


      

      
        	
                k.  

              	
                Buyer
      has the requisite authority to execute, deliver and perform this Coal
      Agreement and all other agreements or instruments to be executed by Buyer
      pursuant to this Coal Agreement.  This Coal Agreement
      constitutes, and such other agreements and instruments will constitute,
      the legal, valid and binding obligation of Buyer which are or will be
      enforceable against Buyer in accordance with their respective
      terms.

              


      

      
        	
                l.  

              	
                The
      execution, delivery and performance of the Coal Agreement will not result
      in the violation of any statute, regulations, judgment, writ, injunction
      or decree of any court or other
agency.

              


      

      
        	
                m.  

              	
                The
      representations and warranties contained in this Paragraph 9 shall be
      true, on and as of the closing date, with the same force and effect as
      though made on and as of the closing date, and shall survive and remain in
      effect following the closing date.

              


      

      


      
        	
                10.  

              	
                BREACH;
      REMEDIES

              


      

      
        	
                a.  

              	
                Buyer’s
      Breach:  In the event that Buyer fails to timely pay to
      Seller any installment payment of the Purchase Price as set forth in
      paragraph 3 above, or fails to perform any agreement, covenant,
      representation or warranty under this Coal Agreement which failure (other
      than the failure to make timely payments where no notice is required) is
      not cured within thirty (30) days after written notice thereof by Seller
      to Buyer, Seller may at Seller’s option (i) deem this Coal Agreement
      terminated, null, void and of no further force and effect at which time
      Buyer shall have no further rights or liabilities under this Coal
      Agreement and all payments made by Buyer shall be deemed forfeited and
      non-refundable, or (ii) initiate action for any other remedy at law or in
      equity permitted under Montana law including, without limitations, an
      action for specific performance.  In the event the Buyer
      defaults under or breaches this Coal Agreement, it will deliver to Seller
      all of the drill hole records, maps, reports, core hole tests, feasibility
      studies, reserve studies and evaluations, mining plans, permits,
      applications, and all other information and data gathered or developed by
      Buyer or on its behalf with respect to the coal and other
      minerals.  Any permits, licenses or other authorizations
      obtained will be assigned or transferred from Buyer to Seller if permitted
      by law.  If Buyer completes the drilling and produces the
      studies and mining plan as provided in paragraph 2 above, and makes timely
      all payments provided for in subparagraphs 3.a., 3.b. and 3.c. i through
      3.c. iii above but defaults on the payment of the $1,250,000 as provided
      in subparagraph 3.c. vi. above, and if Buyer transfers and delivers to
      Seller all the permits, reports, data, records, maps, core hole tests,
      studies, plans and information as set forth above in this subparagraph
      10.a., upon regaining title to the coal property Seller will give Buyer a
      Forty percent (40%) equity interest in Seller, except that Buyer shall
      have no interest in the royalties on the coal until Seller has received
      the first 25 cents per ton royalty.

              


      

      
        	
                b.  

              	
                Seller Breach:
      In the event the Seller fails to perform any agreement, covenant,
      representation or warranty under this Coal Agreement, and Buyer is at that
      time ready, willing and able to perform all obligations by Buyer to be
      performed, Buyer may at Buyer’s option: (i) deem this Coal Agreement
      terminated, null, void and of no further force or effect, at which time
      Seller shall have no further rights or liabilities under this Coal
      Agreement, or (ii) initiate action for any other remedy at law or in
      equity permitted under Montana law including, without limitation, an
      action for specific performance.

              


      

      
        	
                c.  

              	
                Sale
      Contingency: Russell B. Pace, Jr. and Buyer have also entered
      into...

              


      

      
        	
                 
      

              	
                 i.
      a Mineral Buy and Sell Agreement of even date herewith whereby Buyer is
      purchasing all the other Mineral rights owned by Pace and acquired under
      Quit Claim Deed from Giffen Coal Mines Company dated March 1, 1965
      (“Mineral Property”), and

              


      

      
        	
                 
      

              	
                ii.
      a Consulting Agreement of even date herewith,
  and

              


      

      
        	
                 
      

              	
                iii.
      a Stock Agreement of even date
herewith.

              


      

      If Buyer
does not close the purchase of the Mineral Property, and affirm the closing of
the Consulting Agreement and the Stock Agreement on the Closing Date set forth
in paragraph 7 above, or fails to timely make the payments due under the Mineral
Agreement and the Coal Agreement and the Consulting Agreement and make timely
delivery of the stock under the Stock Agreement, or fails to perform any
agreement, covenant, representation or warranty under any of these Agreements,
the Seller hereunder has the option to (i) terminate this Coal Agreement and all
of the above-mentioned Agreements, in which event they will be null, void and no
further force or effect, at which time Buyer shall have no further rights or
liabilities under any of these Agreements and all payments made by Buyer shall
be deemed non-refundable and forfeited, or (ii) initiate action for any other
remedy at law or in equity permitted under Montana law including, without
limitation, an action for specific performance.

      


      
        	
                11.  

              	
                INTEGRATIONS; SURVIVAL
      OF WARRANTIES; AMENDMENT

              


      

      
        	
                 
      

              	
                Unless
      otherwise agreed in writing, this Coal Agreement represents the entire
      understanding of the parties with respect to the subject matter
      referenced, and supersedes all prior understandings and agreements
      heretofore made by and between the parties; provided that the
      parties’ respective warranties and representations shall survive execution
      of this Coal Agreement.  Neither this Coal Agreement nor any
      provision hereof may be amended, waived, modified or discharged except by
      an agreement in writing signed by all
parties.

              


      

      


      
        	
                12.  

              	
                ATTORNEY’S
      FEES

              


      

      
        	
                 
      

              	
                In
      the event of any litigation to construe and/or enforce the terms of this
      Coal Agreement, the party prevailing in such action shall be entitled to
      recover its reasonable attorney’s fees and costs in addition to any other
      damages or relief to which such party may be
  entitled.

              


      

      


      
        	
                13.  

              	
                FACSIMILE
      SIGNATURES

              


      

      
        	
                 
      

              	
                Both
      parties agree that facsimile signatures by any party will be treated as
      original signatures for the purpose of this
  transaction.

              


      

      


      
        	
                14.  

              	
                NOTICES

              


      

      
        	
                 
      

              	
                Any
      and all notices required under this Coal Agreement shall be in writing and
      shall be served upon the respective parties at the addresses shown below
      or to such other address as the parties may designate by written notice to
      the other.

              


      

      


      
        	
                SELLER:

              	
                BUYER:

              


      

      


      JBM
Energy Company,
LLC                                          Future
Gas Holdings, Ltd

      c/o
Russell B. Pace,
Jr.                                                   P.O.
Box 556, Main Street

      2139
Bybee’s Church
Road                                            Charletstown,
Nevis

      Palmyra,
VA  22963                                                        Director:
Roger Knox

       

      
        	
                 
      

              	
                Any
      notice to be given under this Agreement shall be sent
  by:

              


      

      
        	
                a.  

              	
                Certified
      mail, return receipt requested, in which case notice shall be deemed
      delivered five (5) business days after deposit, postage prepaid in the
      United States Mail; or

              


      

      
        	
                b.  

              	
                a
      nationally recognized overnight courier, in which case notice shall be
      deemed delivered three (3) business days after deposit with that
      courier.

              


      

      


      
        	
                15.  

              	
                EXECUTION IN
      COUNTERPARTS; TELEFACSIMILE
SIGNATURES

              


      

      
        	
                 
      

              	
                This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same
      instrument; and the parties may execute copies sent by telefacsimile, and
      return signed copies by telefacsimile.  Copies signed and
      returned by telefacsimile shall be deemed and considered executed
      counterparts, but a party executing a copy and transmitting same by
      telefacsimile shall promptly mail or overnight to the other parties copies
      bearing the transmitting party’s original
  signature.

              


      

      


      
        	
                16.  

              	
                TIME IS OF THE
      ESSENCE

              


      

      Time is of the essence in this Coal
Agreement.

      


      
        	
                17.  

              	
                CONFIDENTIALITY

              


      

      
        	
                 
      

              	
                Seller
      and Buyer shall not disclose any terms or provisions of this Coal
      Agreement to any other persons except to professionals who require such
      information in the performance of this Coal Agreement, and both parties
      will treat all information disclosed to it as confidential information and
      will not make further disclosure to third parties without the consent of
      the disclosing party.

              


      

      


      


      Executed
as of this 4th day of February, 2010.

      


      


      SELLER:                                                                                           BUYER:

      


      JBM
ENERGY COMPANY,
LLC                                                   Future
Gas Holdings, Ltd.

      A
Delaware Limited Liability Company

      


      By:
_________________________                                             By:
________________________

      Russell B. Pace,
Jr.                                                                    Roger
Knox  

              Sole
Manager                                                                             Director