**ASSET
      PURCHASE AGREEMENT**




THIS
      ASSET PURCHASE AGREEMENT (“ Agreement ”)
      is
      made this ____ day of July, 2005, by and between Clickableoil.com, Inc. (the
      “ Buyer ”)
      and
      Allamuchy Transport, Inc. (“ Seller ”).





WITNESSETH:





WHEREAS,
      Seller is engaged in the business of selling and delivering No. 2 fuel oil
      to
      retail customers and providing services to such customers’ heating systems
      (" Business ");
      and




WHEREAS,
      Buyer desires to purchase from Seller, and Seller desires to sell to Buyer,
      certain of Seller's assets used in the Business upon the terms and conditions
      hereinafter set forth.





NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein, the parties agree as follows:





1.  BASIC
      TRANSACTION .





1.1.  Purchase
      and Sale of Assets .
      Subject
      to the terms and conditions hereinafter set forth, Seller agrees to sell,
      assign, transfer and convey to Buyer, and Buyer agrees to purchase from Seller,
      on the Closing Date (as hereafter defined), all of the right, title and interest
      of Seller in the following assets related to the Business (collectively, the
      “ Assets ”)
      free
      and clear of any liabilities, obligations, adverse claims, security interests,
      liens and encumbrances except as explicitly permitted herein:





(a)  Customer
      Contracts .
      Those
      outstanding delivery, sale and service agreements and purchase orders between
      Seller and its customers as described in and attached hereto as Schedule
      1.1(a) ,
      if any.
      Seller and Buyer shall execute an Assignment and Assumption Agreement for the
      Customer Contracts in substantially the same form and content as Exhibit
      1.1(a) .





(b)  Customer
      Information .
      All
      customer lists and customer data, and sales and promotional material and other
      sales-related material relating to, or used in connection with the operation
      of,
      the Business, including, without limitation, contact information for all
      customers and pricing information (collectively, the “ Customer
      Information ”);





(c)  Name.  The
      exclusive right to use the name Allamuchy Oil or variations thereof in
      connection with the operation of the Business. Seller shall cease use of the
      name Allamuchy Oil, and shall not use any similar name except that it may use
      “Allamuchy Fuel” or “Allamuchy Transport” with respect to its diesel fuel
      business. Seller cancel all registered fictitious names containing the term
      Allamuchy Oil.





(d)  Phone
      Number .
      All
      phone and fax numbers of Seller used in connection with the Business, including
      the number 866-645-6261. For a period of two years after Closing, Buyer shall
      refer to Seller, by giving the caller a new phone number supplied by Seller,
      all
      calls requesting diesel fuel sales or service received through one of Seller’s
      former phone numbers. After two years, Buyer may continue to refer such calls
      for diesel, and shall receive the fees specified in Section 5.5 of this
      Agreement for such referrals.









1.2.  No
      Assumption of Liabilities .
      Buyer
      is acquiring the Assets hereunder without any assumption of Seller's debts,
      obligations, liabilities, accounts payable, or commitments of Seller, whether
      accrued now or hereafter, whether fixed or contingent, or whether known or
      unknown, except as explicitly provided in this Section 1.2. Seller will deliver
      products and provide services under the Customer Contracts on or after the
      Closing Date pursuant to the terms and conditions of the Transport Agreement
      to
      be entered into between the parties at Closing. Notwithstanding the foregoing,
      Buyer will respond to all customer complaints without question as to the time
      period in which the complaint arose, provided that Buyer will not assume any
      liability due to defective service or delivery caused by Seller or spillage
      caused by Seller, and Buyer will not honor any commitments by Seller to provide
      service, repair or remedy, except at Buyer’s customary charges.





1.3. Excluded
      Assets .
      Buyer
      is not acquiring any assets of Seller except for those described in this
      Agreement. Without limiting the generality of the foregoing sentence, Buyer
      is
      not acquiring the customer information, customer contracts, goodwill and other
      assets related solely to the Seller’s diesel fuel business. In addition, Seller
      may continue selling No. 2 fuel oil to the customers listed on Schedule 1.3
      hereof, provided such customers are on the date hereof also customers of
      Seller’s diesel oil business and Seller discontinues using the name Allamuchy
      Oil with such customers.





2.  PURCHASE
      PRICE.





2.1.  Price .
      The
      purchase price for the Assets shall be as follows (collectively, the "Purchase
      Price"):





(a)  Payment
      at Closing .
      Buyer
      shall pay Seller the amount of $156,000 (fixed price) by wire transfer or
      certified check on the Closing Date. The fixed price will be reduced by the
      purchase price of any No. 2 fuel oil prepaid to Seller but not delivered as
      of
      Closing. In addition, at Closing the fixed price will be reduced by the then
      outstanding amount of the credit previously provided to Seller by Buyer. On
      the
      date of this Agreement, such amount was approximately $24,000. The Buyer and
      Seller shall mutually agree upon the outstanding amount at Closing.





(b)  Deferred
      Payment .
      Buyer
      shall pay an amount equal to (i) $.30 multiplied by the number of gallons of
      fuel oil sold to Seller’s customers in the period beginning one day after the
      Closing Date and ending on the first anniversary of the Closing Date, less
      (ii)
      $156,000. This amount shall be paid within fifteen (15) days after the first
      anniversary of the Closing Date. Payment will be accompanied by a statement
      showing calculation of the payment certified by the Chief Financial Officer,
      or
      equivalent officer, of Buyer. No payment shall be made if the amount calculated
      in clause (i) does not exceed $156,000. In the event that any undisputed or
      otherwise definitively proven amount of the deferred purchase price in excess
      of
      $2,500 is not paid within ten (10) days after demand by Seller, Seller, upon
      30
      days’ notice to Buyer, in addition to any and all other remedies available at
      law or in equity, shall be entitled to use the name Allamuchy Oil and Buyer
      shall cease use of the name Allamuchy Oil.




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(c)   Assumption
      and Performance .
      On the
      Closing Date, Buyer shall assume and accept assignment of the Customer Contracts
      listed on Schedule
      1.1(a) and
      shall use its commercially reasonable efforts to timely and diligently perform
      all of its duties and obligations thereunder arising after the Closing Date.
      The
      obligations and liabilities assumed by Buyer under customer contracts shall
      be
      subject to the provisions of Section 1.2.





2.2.  The
      Closing .
      Subject
      to fulfillment of the conditions set forth in Section 6 of this Agreement,
      the
      closing of the transaction contemplated herein (" Closing ")
      shall
      be held at the offices of Buyer on July 18, 2005, or at such other place or
      such
      later date as the parties hereto may mutually establish (" Closing
      Date ").





2.3.  Transactions
      at Closing .
      At the
      Closing, the following transactions shall occur, all of which shall be deemed
      to
      occur simultaneously:





(a) Seller
      shall deliver or cause to be delivered to Buyer, each in form reasonably
      satisfactory to Buyer and its counsel:





(i)
            A
                bill of sale (“Bill
                of Sale”)
                conveying and transferring to Buyer the Assets, in the form attached
                hereto asExhibit
                A;





(ii)
            An
                Assignment and Assumption of Contracts in the form attached hereto
                asExhibit
                B;





(iii)
            A
                Certificate of Good Standing with respect to Seller from the state
                of
                Seller’s incorporation, and in not incorporated in New Jersey, a
                Certificate of Good Standing as a foreign corporation in New
                Jersey.;





(iv)
            A
                copy of the resolutions of the directors of Seller authorizing the
                execution, delivery and performance of this Agreement and the transactions
                contemplated herein;





(v)
            A
                copy of the consent of the sole shareholder of Seller authorizing
                the
                execution, delivery and performance of this Agreement and the transactions
                contemplated herein;





(vi)
            Such
                other documents as may be reasonably requested by Buyer or Buyer’s
                attorney in order to complete the transactions contemplated by this
                Agreement; and






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(vi)
            The
                Buyer’s standard Transport Agreement, on the terms referenced in Section
                5.4 of this Agreement.




(b)  Buyer
      shall deliver or cause to be delivered to Seller each in form reasonably
      satisfactory to Seller and its counsel:





(i)
            The
                portion or the Purchase Price payable at Closing, as set forth in
                Section
                2.1(a) of this Agreement;





(ii)
            A
                copy of the resolutions of the directors of Buyer authorizing the
                execution, delivery and performance of this Agreement and the transactions
                contemplated herein;





(iv)
            The
                Assignment and Assumption of
                Contracts;





(v)
            Such
                other documents as may be reasonably requested by Seller or Seller’s
                attorney in order to complete the transactions contemplated by this
                Agreement; and





vi)
            The
                Buyer’s standard Transport Agreement, on the terms referenced in Section
                5.4 of this Agreement.




3.  REPRESENTATIONS
      AND WARRANTIES OF SELLER .
      To
      induce Buyer to enter into this Agreement and perform its obligations hereunder,
      Seller represents and warrants to Buyer as follows:





3.1.  Organization
      and Standing .
      Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of New Jersey.





3.2.  Authorization
      of Transaction. Seller
      has full power and authority (including corporate power and authority) to
      execute and deliver this Agreement and to perform its obligations hereunder.
      The
      board of directors and shareholders of Seller have duly authorized the
      execution, delivery, and performance of this Agreement by Seller. This
      Agreement, constitutes a valid and legally binding obligation of Seller,
      enforceable in accordance with its terms.





3.3.  Title
      to Assets; Encumbrances .
      Seller
      has good and marketable title to each and all of the Assets, free and clear
      of
      any liabilities, obligations, adverse claims, security interests, liens and
      encumbrances (collectively, " Claims "),
      other
      than Claims set forth on Schedule 3.3 hereof. All of the Claims set forth on
      Schedule 3.3 shall be satisfied at Closing or the claimants shall provide
      releases or other written assurances reasonably acceptable to Buyer that neither
      the Buyer nor the Assets shall be subject to such claims, in a form and manner
      reasonably acceptable to Buyer. Seller will convey to Buyer at the Closing
      good
      and marketable title to all the Assets, free and clear of Claims of any third
      party.




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3.4.  Customer
      Contracts .
      Seller
      has no written or oral agreement with any customer regarding the sale of No.
      2
      fuel oil or related service except as set forth on Schedule 3.4. Schedule 3.4
      also contains a schedule of any No. 2 fuel oil which has been paid for by a
      Customer but has not been delivered and will not be delivered before Closing.
      No
      Material Customers (defined in the next sentence) have notified Seller within
      the past 120 days of their intent to cease to do business with Seller. “Material
      Customers” means customers whose No. 2 fuel purchases since January 1, 2004
      represent 10% or more of Seller’ total No. 2 fuel sales during that period, as
      measured in gallons.





3.5.  Brokers
      or Finders. Seller
      has not incurred any obligation or liability, contingent or otherwise, for
      brokerage or finders' fees or agents' commissions or other like payment in
      connection with this Agreement.





3.6. No
      Material Adverse Changes .
      Except
      as disclosed by Seller to Buyer in writing, since September 30, 2004 as there
      has been no material adverse change in Seller’s financial condition or its
      seasonal fuel sales.





3.7. Customer
      Relations .
      Seller
      has not in the past three months received materially more customer complaints
      regarding its No. 2 fuel oil business or related services, on a percentage
      of
      customers basis, than its average historical amount of customer complaints.





3.8. Representations
      Regarding Sales. The
      written sales information provided by Seller to Buyer attached hereto as
      Schedule 3.8 is true and correct in all material respects. Since the date of
      the
      information provided on Schedule 3.8, there has been no material reduction
      in
      periodic sales by gallon in comparable periods.





3.9. Taxes .
      Except
      as set forth on Schedule 3.9, Seller has paid all taxes which may be imposed
      on
      it related to its income, operations, existence, sales, assets, employees and
      otherwise which have become due before the date hereof, including without
      limitation all sales and other taxes collected from customers for the benefit
      of
      taxing authorities. Except as set forth on Schedule 3.9, Seller has properly
      withheld or collected and paid over to the appropriate authorities all taxes
      and
      other charges it is required to withhold or collect from customers or employees.
      As to taxes which are not yet due, Seller agrees to pay such taxes on or before
      the due date. Except as set forth on Schedule 3.9, Seller has timely and
      properly filed all tax returns of any type during the previous five years.
      All
      matters disclosed on Schedule 3.9 will be satisfied or remedied, or Buyer shall
      have been provided reasonably acceptable releases or other written assurances
      that neither Buyer nor the Assets will be subject to any such matters, on or
      before Closing.





3.10.  Legal
      Proceedings .
      Except
      as set forth on Schedule 3.10, there are no (and, during the five years
      preceding the date hereof, there have not been any) actions, suits, proceedings,
      orders or investigations pending or, to the knowledge of Seller, threatened
      against or affecting the Seller, the Assets or the Business at law or in equity,
      or before any arbitrator, or before or by any federal, state, municipal or
      other
      governmental department, commission, board, bureau, agency or instrumentality,
      domestic or foreign, and there is no reasonable basis known to Seller for any
      of
      the foregoing. Except as set forth on Schedule 3.10, Seller is not subject
      to or
      bound by any outstanding orders, judgments or decrees of any court or
      governmental entity with respect to the Business or Assets.




5




3.11.  Environmental
      and Permit Matters .
      To the
      knowledge of Seller, Seller is in compliance in all material respects with
      all
      federal, state, and local statutes, ordinances, guides having the effect of
      law,
      rules and regulations, all court orders and decrees and arbitration awards,
      which pertain to environmental matters or contamination of any type whatsoever
      (“Environmental Laws”). A description of any outstanding notice, citation,
      inquiry or complaint which Seller has received of any alleged violation of
      any
      Environmental Law or permit relating to the Business or the Assets known to
      Seller has been provided to Buyer in writing. (As used in the preceding
      sentence, the term “outstanding” refers to any notice, citation, inquiry or
      complaint that pertains to a matter that has not been corrected or otherwise
      resolved.) Seller possesses all permits of any type which are currently required
      for the operation of the Business, and to Seller’s knowledge is in compliance in
      all material respects with the provisions of all such permits. Other than spill
      or leaks occurring in the ordinary course of business which have been resolved,
      there has been no generation, storage, disposal, treatment or transportation
      of
      any Hazardous Materials (as herein defined) by Seller, or to Seller’s knowledge
      on behalf of Seller in violation of, or which could give rise to any liability
      or obligation of Seller under, any Environmental Laws.





4.  REPRESENTATIONS
      AND WARRANTIES OF BUYER. To
      induce Seller to enter into this Agreement and perform its obligations
      hereunder, Buyer represents and warrants to Seller as follows:





4.1.  Organization
      and Standing .
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the jurisdiction of its incorporation.





4.2.  Authorization
      of Transaction. Buyer
      has full power and authority (including corporate power and authority, if
      applicable) to execute and deliver this Agreement and to perform its`
      obligations hereunder. The board of directors has, to the extent required,
      duly
      authorized the execution, delivery, and performance of this Agreement by Buyer.
      This Agreement, constitutes a valid and legally binding obligation of Buyer
      and
      Seller, enforceable in accordance with its terms.





4.5.  Brokers
      or Finders. Buyer
      has not incurred any obligation or liability, contingent or otherwise, for
      brokerage or finders' fees or agents' commissions or other like payment in
      connection with this Agreement.




5.  POST-CLOSING
      COVENANTS.





5.1.  Non-Competition.





(a)  For
      a
      period commencing on the Closing Date and concluding on the seventh anniversary
      of the Closing Date,(" Post-Closing
      Period "),
      Seller and Chris Pillitteri agree that none of Seller nor Chris Pillitteri
      will,
      in the Territory (as defined below), (i) directly or indirectly engage in or
      have a financial interest in, as an owner, partner, member, stockholder,
      officer, director, manager, employee, agent, contractor, consultant or
      otherwise, or provide any services to, any Competing Business, (ii) solicit,
      divert or appropriate or attempt to solicit, divert or appropriate, directly
      or
      indirectly, for or on behalf of itself or any other person, any business
      relating to the Business from any person who is at the time of the solicitation,
      or has at any time within five (5) years prior to the date of such action been,
      a customer or supplier of the Business; or (iii) solicit or attempt to solicit
      for hire any person who is an employee of Buyer. “ Competing
      Business ”
means
      the retail sale of No. 2 fuel oil or any services related thereto. “ Territory ”
means
      the area within a 75 mile radius of the Seller’s primary office on the date of
      this Agreement. Notwithstanding the foregoing, Seller may continue to sell
      No. 2
      fuel oil to the customers listed on Schedule 1.3 hereto, under the conditions
      set forth in Section 1.3.




6




(b)  If
      the
      final judgment of a court of competent jurisdiction declares that any term
      or
      provision of this Section is invalid or unenforceable, the parties agree that
      the court making the determination of invalidity or unenforceability shall
      have
      the power to reduce the scope, duration, or area, to delete specific words
      or
      phrases, or to replace any invalid or unenforceable term or provision with
      a
      term or provision that is valid and enforceable and that comes closest to
      expressing the intention of the invalid or unenforceable term or provision,
      and
      this Agreement shall be enforceable as so modified.




5.2.  Audit
      Rights. Seller
      shall have the right to examine the sales records of Buyer as the same relate
      to
      the calculation of the payment due under paragraph 2.1(b), in order to verify
      the number of gallons sold to Seller’s customers. If an audit reveals a
      deficiency in an amount paid to Seller, Buyer shall pay such deficiencies to
      Seller within ten (10) calendar days notice thereof (a “ Notice ”).
      If
      the aggregate deficiencies in payment found by such examination exceeds 3%
      of
      the reported sales in excess of 520,000 gallons, Buyer shall also pay to Seller
      the amount of the actual reasonable costs and expenses incurred by Seller
      (including, without limitation, the cost of independent accountants) in
      connection with such audit, not to exceed the amount of such deficiency.





5.3.  Confidentiality. During
      the Post-Closing Period, the Buyer and the Seller will maintain in confidence,
      and cause each of their directors, officers, employees, agents and advisors
      to
      maintain in confidence, and not disclose to any third party, or use for the
      benefit of itself or any third party, any written, oral or other information
      obtained in confidence from the other party to this Agreement in connection
      with
      this Agreement or the transactions contemplated hereby (the “ Confidential
      Information ”)
      (unless such information (i) was already known to such party prior to receiving
      it from the delivering party, or (ii) was or becomes part of the public
      knowledge or literature other than by breach of this Agreement, or (iii) was
      received from a source not bound by a duty of confidentiality to the delivering
      party, or (iv) is developed by the receiving party independently of any
      Confidential Information received by the receiving party from the delivering
      party, or (v) is necessary to enforce the rights of a party under this
      Agreement), unless the use of such Confidential Information is necessary or
      appropriate in making any filing or obtaining any consent or approval required
      for the consummation of this Agreement or the transactions contemplated hereby
      or unless the furnishing of such Confidential Information is required by law.
      After Closing, all customer information relating to the Business shall be the
      Confidential Information of Buyer.




7




5.4. Transport
      Agreement. Seller
      shall provide oil delivery services for sales of No. 2 fuel oil to its former
      customers and others on behalf of Buyer for a five year period following
      Closing, at the rate of $.12 per gallon for deliveries out of the Royal terminal
      in Netcong, NJ and $.15 per gallon for deliveries out of the Port of Newark
      terminal, and upon the terms and conditions contained in Buyer’s standard
      transport agreement to be executed at Closing. The transport agreement shall
      provide that Seller shall be entitled to collect a service fee from customers
      for deliveries of less than 150 gallons. The amount of the service fee shall
      be
      mutually agreed between Seller and Buyer.





5.5  Referral
      Fees.  Buyer
      shall pay Seller referral fees for any new customers first referred by Seller
      to
      Buyer as follows:





(a)  For
      homeowner customers, Buyer will pay Seller $35 upon the customer’s execution of
      an oil delivery contract.





(b)  For
      commercial customers who execute oil delivery contracts for a minimum of one
      year or 100,000 gallons, Buyer will pay Seller $.02 per gallon for all purchases
      by such customers, for so long as they remain customers of Buyer. Such referral
      fee shall be paid only after receiving payment from the customer. Referral
      fees
      under paragraphs (a) and (b) will be paid monthly, accompanied by a statement
      containing reasonable detail.





A
      customer shall be considered a new customer for purposed of thus section 5.5
      only if the customer was not a customer of Seller at closing or at any time
      within 12 months prior to Closing, and was not a customer of Buyer at the time
      the referral was made or at any time within 12 months prior to Seller’s making
      the referral.





Should
      Buyer refer new diesel customers to Seller after the second anniversary of
      Closing, as discussed in paragraph 1.1(d), above, Seller shall pay Buyer
      referral fees in the same amount and manner as specified above for referral
      fees
      paid to Seller by Buyer.





6.  CONDITIONS
      TO CLOSING.




6.1.  Seller's
      Conditions of Closing .
      The
      obligations of Seller hereunder shall be subject to and conditioned upon the
      satisfaction at the Closing of each of the following conditions:




(a)  All
      representations and warranties of Buyer contained in this Agreement and the
      Schedules hereto shall be true and correct in all material respects at and
      as of
      the Closing Date.





(b)  Buyer
      shall have performed all agreements and covenants and satisfied all conditions
      on each of their part to be performed or satisfied by the Closing Date pursuant
      to the terms of this Agreement.




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(c)  No
      action, proceeding, investigation, regulation or legislation shall have been
      instituted, threatened or proposed before any court, governmental agency or
      legislative body to enjoin, restrain, prohibit, or obtain substantial damages
      in
      respect of, or which is related to, or arises out of, this Agreement or the
      consummation of the transactions contemplated hereby, or which is related to
      or
      arises out of Buyer or Seller, if such action, proceeding, investigation,
      regulation or legislation would make it inadvisable to consummate such
      transactions.




6.2.  Buyer's
      Conditions of Closing .
      The
      obligations of Buyer hereunder shall be subject to and conditioned upon the
      satisfaction at the Closing of each of the following conditions:




(a)  All
      representations and warranties of Seller contained in this Agreement and the
      Schedules hereto shall be true and correct in all material respects at and
      as of
      the Closing Date.





(b)  Seller
      shall have performed all agreements and covenants and satisfied all conditions
      on its part to be performed or satisfied by the Closing Date pursuant to the
      terms of this Agreement.





(c)  There
      shall have been no material adverse change in the condition (financial or
      otherwise) of the Seller since the execution of this Agreement.





(e)  No
      action, proceeding, investigation, regulation or legislation shall have been
      instituted, threatened or proposed before any court, governmental agency or
      legislative body to enjoin, restrain, prohibit, or obtain substantial damages
      in
      respect of, or which is related to, or arises out of, this Agreement or the
      consummation of the transactions contemplated hereby, or which is related to
      or
      arises out of Buyer or Seller, if such action, proceeding, investigation,
      regulation or legislation would make it inadvisable to consummate such
      transactions.





6.3  Mutual
      Conditions to Closing .
      The
      obligations of each of Buyer and Seller hereunder shall be subject to and
      conditioned upon (i) Seller’s obtaining a release of the security interest on
      the Assets held by Skylands Community Bank prior to or simultaneous with the
      Closing, and (ii) Seller’s obtaining a release of the Assets and Buyer from all
      liens and other potential liability relating to Seller’s and Chris Pilliteri’s
      obligations to the State of New Jersey for taxes, or other arrangements shall
      have been made satisfactory to Buyer, in its sole discretion, with respect
      to
      the obligations to the taxing authorities. Seller shall use its best efforts
      to
      obtain the satisfaction of the conditions set forth in this Section 6.3,
      provided, however, that this shall not be construed to require Seller to pay
      any
      liability it disputes in good faith or to make aggregate payments in excess
      of
      the amount to be paid by Buyer at Closing.





In
      the
      event the conditions set forth in this Section 6.3 are not satisfied on or
      before August 31, 2005, either party may terminate this agreement by written
      notice to the other, without liability for such termination; provided however,
      that such termination shall not relieve either party from liability for breach
      of any covenant, representation or warranty contained in this
      Agreement.




9




7.  INDEMNIFICATION.





7.1.  Indemnification
      by Seller .
      From
      and after the date of this Agreement, Seller shall indemnify, defend and hold
      harmless Buyer and its agents, employees, representatives, attorneys,
      stockholders, officers, directors, successors and assigns (severally and
      collectively, the " Indemnified
      Buyer ")
      against and from all liabilities, obligations, losses, damages, penalties,
      claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses
      and disbursements (including reasonable costs of investigation, and reasonable
      attorneys, accountants, expert witnesses fees and other costs of defense),
      of
      whatsoever kind and nature, which the Indemnified Buyer shall incur or suffer
      as
      a result of (i) the inaccuracy of any representation or warranty of Seller,
      (ii)
      the breach of any covenant or agreement of Seller set forth herein or of Chris
      Pillitteri set forth in Section 5.1 hereof, or (iii) any liability of Seller
      and
      any liability relating to or arising from the operation of the Business or
      ownership of the Assets prior to the Closing Date except for liabilities
      explicitly assumed in this Agreement. Indemnified Buyer’s rights under this
      indemnity, and its reliance on the representations and warranties of the Seller,
      shall not be affected by any investigation or lack of investigation by the
      Buyer
      or knowledge of the Buyer prior to the Closing Date.




7.2.  Indemnification
      by Buyer and Seller .
      From
      and after the date of this Agreement, Buyer shall indemnify, defend and hold
      harmless Seller and its agents, employees, representatives, attorneys,
      stockholders, officers, directors, successors and assigns (severally and
      collectively, the " Indemnified
      Seller ")
      against and from all liabilities, obligations, losses, damages, penalties,
      claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses
      and disbursements (including reasonable costs of investigation, and reasonable
      attorneys, accountants, expert witnesses fees and other costs of defense),
      of
      whatsoever kind and nature, which the Indemnified Seller shall incur or suffer
      as a result of (i) a material inaccuracy of any representation or warranty
      of
      Buyer, (ii) a material breach of any covenant or agreement set forth herein
      of
      Buyer, (iii) the operation of the Business of after the Closing Date.





7.3.  Survival;
      Limitations. The
      representations and warranties in this Agreement and the Schedules and Exhibits
      attached hereto or delivered in any writing delivered by any party to any of
      the
      other parties in connection with this Agreement shall survive the Closing.
      No
      claim may be brought for indemnification hereunder unless a notice of claim
      or
      potential claim is given by the party seeking indemnification as follows: (i)
      any claim for intentional misrepresentation or fraud may be brought at any
      on or
      before the second anniversary of the Closing date; (ii)any claim relating to
      a
      breach of representation, warranty or covenant relating to taxes may be made
      at
      any time prior to the expiration of the applicable limitations period for the
      taxing entity to bring any related claim; (iii) any claim for breach of a
      covenant which is to be performed after closing may be made at any time within
      one year after the breach occurs, and any claim with respect to the deferred
      payment discussed in section 2.1(b) may be made on or before the second
      anniversary of the Closing Date; and (iv) any other claim shall be made on
      or
      before the first anniversary of the Closing date. No claim for indemnity shall
      be made hereunder unless and until the Indemnified Seller or Indemnified Buyer,
      as the case may be, has incurred $15,000 of actual damages and related expenses,
      and then such claim may be made only for such amounts in excess of $15,000.
      The
      foregoing damage limitation shall not apply to the Deferred Payment defined
      in
      Section 2.1; Seller shall be entitled to bring a claim against Buyer for any
      deficiency in the Deferred Payment.





10





7.4.  Notice
      of Claims and Potential Claims .
      Any
      claim for indemnity shall be made by written notice to a party (" Indemnifying
      Party ")
      specifying in reasonable detail the amount and the basis of the claim. The
      Indemnified Seller or Buyer agree to give prompt written notice to the
      Indemnifying Party of the receipt by the Indemnified Seller or Buyer of notice
      of any claim by a third party against the Indemnified Seller or Buyer which
      might give rise to a claim against the Indemnifying Party stating the nature
      and
      basis of such claim and, if ascertainable, the amount thereof. In connection
      with any such third party claim, the Indemnifying Party may, at its election
      and
      expense, have the right to participate in the defense of such third party claim
      and no such third party claim shall be settled without the consent of the
      Indemnifying Party which consent shall not be unreasonably withheld or
      delayed.




8. MISCELLANEOUS.





8.1.  Right
      to Assign .
      Neither
      party may assign its rights and obligations under this Agreement without the
      written consent of the other party, except that Buyer may assign its rights
      and
      obligations to its parent company, an entity controlled by its parent company
      or
      any purchaser of all or substantially all of Buyer’s business, after the
      deferred payment described in Section 2.1 (b) has been paid in
      full.





8.2.  Notices .
      All
      notices, requests, demands, claims, and other communications hereunder shall
      be
      in writing. Any notice, request, demand, claim, or other communication hereunder
      shall be deemed duly given when received by the intended recipient and shall
      be
      sent by Federal Express, or by registered or certified mail, return receipt
      requested, postage prepaid, and addressed to the intended recipient as set
      forth
      below:





If
      to the
      Seller:


414
      Blackwell Street


Dover,
      NJ
      07801


Phone:


Fax:





With
      a
      copy to:


Shapiro
      and Croland


Attn:
      Stuart Reiser, Esq.


411
      Hackensack Avenue


Hackensack,
      New Jersey 07601


Phone:
      (201)488-3900


Fax:
      (201)488-9481




11




If
      to the
      Buyer:


Clickableoil.com,
      Inc.


711
      South
      Columbus Avenue


Mount
      Vernon, New York, 10550


Phone:
      914-699-5190


Fax:
      914-663-1233




With
      a
      copy to:


Eckert
      Seamans Cherin & Mellott, LLC


Attn:
      Gary A. Miller, Esq..


1515
      Market St., 9 th Floor


Philadelphia,
      PA 19102


Phone:
      (215)851-8472


Fax:
      (215)851-8383





8.3.  Interpretation .
      In all
      references herein to any parties, persons, entities or corporations, the use
      of
      any particular gender, or the plural or singular number is intended to include
      the appropriate gender and number as the text of the within Agreement may
      require. The captions used herein are inserted for convenience of reference
      only
      and are not intended to be a part of or to affect the meaning or interpretation
      of this Agreement.





8.4.  Severability .
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provisions of this Agreement,
      which shall remain in full force and effect.





8.5.  Parties
      in Interest .
      This
      Agreement shall be binding upon and inure solely to the benefit of the parties
      hereto and their permitted successors and assigns.





8.6.  Risk
      of Loss .
      The
      risk of loss or damage to the Assets by fire or other casualty between the
      date
      hereof and the Closing Date shall be borne by Seller.





8.7.  Amendment .
      This
      Agreement may not be amended except by an instrument signed in writing on behalf
      of each of the parties hereto.





8.8.  Entire
      Agreement .
      This
      Agreement constitutes the entire agreement between the parties hereto and
      supersedes all other agreements, written and oral, among the parties or any
      of
      them with respect to the subject matter hereof.





8.9  Counterparts .
      This
      Agreement may be executed in one or more facsimile counterparts all of which
      shall together constitute one and the same instrument.





8.10.  Further
      Assurances .
      In
      connection with the transaction contemplated under this Agreement, the parties
      agree to fully cooperate with each other in furtherance of the consummation
      of
      this Agreement, and to execute and deliver such further instruments or take
      such
      further actions as may be reasonably necessary and proper to effectuate and
      carry out the transaction contemplated hereunder.





[signatures
      contained on following page]




12





*Signature
      Page to Asset Purchase Agreement*





IN
      WITNESS WHEREOF, the parties hereto have executed this Asset Purchase Agreement
      as of the date first set forth above.




**SELLER:**
            
            
            **As to Section
              5.1:****Allamuchy Transport,
              Inc.**By:Name:
            Chris
              Pillitteri
            
            
            Chris
                Pillitteri, IndividuallyTitle:


**BUYER****Clickable Oil.com,
              Inc.**By:Guy
                Pipolo








13





**EXHIBIT
      A**




**BILL
      OF SALE**





THIS
      WARRANTY BILL OF SALE (the "Bill of Sale") is made as of _______________ 2005,
      by **Allamuchy
      Transport, Inc** .
      (
      " Transferor "),
      pursuant to the terms of the Asset Purchase Agreement (the "Agreement") dated
      February ________, 2005 by and between Transferor and **Clickableoil.com,
      Inc.** (“ Transferee ”)
      All
      capitalized terms not otherwise defined herein shall have the respective
      meanings ascribed thereto in the Agreement.





FOR
      CONSIDERATION duly paid to Transferor, the receipt of which is hereby
      acknowledged, intending to be legally bound, Transferor hereby sells, transfers,
      assigns and delivers to Transferee the Assets identified in Exhibit
      A-1 hereto.





TO
      HAVE
      AND TO HOLD the same unto Transferee, its successors and assigns, forever.





Transferor,
      for itself, it successors and assigns hereby warrants, and will forever defend,
      the present good and clear title to the Assets, free and clear of all security
      interests, liens, claims or other encumbrances.





Transferor
      hereby constitutes Transferee and its successors and assigns as Transferor's
      true and lawful attorney-in-fact, with full power of substitution, in the name
      of Transferor but for the benefit of Transferee (a) to institute and prosecute
      all proceedings which Transferee may deem proper in order to collect, assert
      or
      enforce any claim, right or title of any kind in and to the Assets, to defend
      or
      compromise any and all actions, suits or proceedings in respect of any of the
      Assets, and to do all such acts and things in relation thereto as Transferee
      shall deem advisable; and (b) to take all actions which Transferee may deem
      proper in order to provide for Transferee the benefit under any and all claims,
      agreements, permits, contracts, licenses, leases, commitments, sales orders
      or
      purchase orders which are included among the Assets where any required consent
      of another party to the assignment thereof to Transferee has not yet been
      obtained. Transferor acknowledge that the foregoing powers are coupled with
      an
      interest and shall be irrevocable by Transferor for any reason whatsoever.




14




Transferor
      represent and warrant to Transferee that Transferor have the right, power,
      legal
      capacity and authority to execute and deliver this Bill of Sale and to transfer
      the Assets pursuant hereto.




IN
      WITNESS WHEREOF, the undersigned as duly executed and delivered this Bill of
      Sale, effective as of __________________________, 2005.




**TRANSFEROR:****Allamuchy Transport,
              Inc.**By:Name:
              Chris Pillitteri,
              President


15




STATE
      OF
      :


:
      ss


COUNTY
      OF :





On
      this,
      the ______ day of ______________, 2005, before me, a Notary Public in and for
      the State and County aforesaid, the undersigned officer, personally appeared
      Chris Pillitteri, who acknowledged himself to be the President of Allamuchy
      Transport, Inc., a corporation (the “Corporation”), and that he as such
      President, being authorized to do so, executed the foregoing instrument for
      the
      purposes therein contained by signing the name of the Corporation by himself
      as
      a duly authorized officer.




IN
      WITNESS WHEREOF, I hereunto set my hand and official seal.




Notary
              PublicMy Commission Expires:








16




***EXHIBIT
      A-1***




**TO
      BILL OF SALE**









**AMENDMENT
      NO. 1**


**TO**


**ASSET
      PURCHASE AGREEMENT**




THIS
      AMENDMENT NO. 1 TO Asset Purchase Agreement (“this Amendment ”)
      is
      made this ____ day of October 2005, by and between Clickableoil.com, Inc. (the
      “ Buyer ”)
      and
      Allamuchy Transport, Inc. (“ Seller ”)
      This
      Amendment relates to an Asset Purchase Agreement between the parties dated
      as of
      July 15, 2005 (the “Purchase Agreement”). Capitalized terms used but not defined
      herein shall have the meanings given in the Purchase Agreement.





In
      consideration of the mutual promises contained herein and other good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, and intending to be legally bound hereby, the parties agree to
      the
      following modifications and amendments to the Purchase Agreement:




**I.
      Section 1.1(a) of the Purchase Agreement is hereby amended to provide in its
      entirety as follows**





(a)  Customer
      Contracts .
      Those
      outstanding delivery, sale and service agreements and purchase orders between
      Seller and its customers as described in and attached hereto as Schedule
      1.1(a) ,
      if any.
      Buyer shall assume and perform the Customer Contracts as specified in sections
      2.1(c) and 1.2. At Closing, Seller and Buyer will execute a form of letter
      proposed by Buyer and reasonable acceptable to Seller introducing Buyer to
      the
      customers.




**II.
      Section 2 of the Purchase Agreement is hereby amended to provide in its entirety
      as follows:**





2. PURCHASE
      PRICE.





2.1.  Price .
      The
      purchase price for the Assets shall be as follows (collectively, the "Purchase
      Price"):





(a)  Payment
      at Closing .
      Buyer
      shall pay the amount of $124,942.87 (“Fixed Price”) on the Closing Date. The
      Fixed Price will be paid as follows: (i) $100,000 shall be paid to the New
      Jersey Division of Taxation on account of Seller’s obligations for New Jersey
      taxes and (ii) $24,942.87 will be paid directly to Skylands Community Bank
      for
      Seller’s account, to repay all obligations of Seller to such bank.





(b)  Deferred
      Payment .
      Buyer
      shall pay an amount equal to (i) $.30 multiplied by the number of gallons of
      fuel oil sold to Seller’s customers in the period beginning one day after the
      Closing Date and ending on the first anniversary of the Closing Date, less
      (ii)
      the Fixed Price (the “Deferred Payment”). The Deferred Payment shall be paid
      within fifteen (15) days after the first anniversary of the Closing Date. The
      Deferred Payment will be paid first to the New Jersey Division of Taxation
      on
      account of Seller’s obligations for New Jersey taxes which remain as of the
      first anniversary of the Closing Date. If the Deferred Payment exceeds the
      amount owed for New Jersey taxes, any excess will be paid to Seller. At the
      time
      of payment of the Deferred Payment, Buyer will provide Seller a statement
      showing calculation of the payment certified by the Chief Financial Officer,
      or
      equivalent officer, of Buyer. No payment shall be made if the amount calculated
      in clause (i) does not exceed the Fixed Price. In the event that any undisputed
      or otherwise definitively proven amount of the deferred purchase price in excess
      of $2,500 is not paid as set forth above within ten (10) days after demand
      by
      Seller, Seller, upon 30 days’ notice to Buyer, in addition to any and all other
      remedies available at law or in equity, shall be entitled to use the name
      Allamuchy Oil and Buyer shall cease use of the name Allamuchy Oil.









(c)  Assumption
      and Performance .
      On the
      Closing Date, Buyer shall assume and accept assignment of the Customer Contracts
      listed on Schedule
      1.1(a) and
      shall use its commercially reasonable efforts to timely and diligently perform
      all of its duties and obligations thereunder arising after the Closing Date;
      provided that Buyer will not assume, accept assignment of or perform any
      contract to the extent customers have prepaid Seller for product. The
      obligations and liabilities assumed by Buyer under customer contracts shall
      be
      subject to the provisions of Section 1.2.




**III.**  **Section
      5.4 of the Purchase Agreement is herby amended to provide in its entirety as
      follows:**




5.4.  Transport
      Agreement and Continuing Responsibilities of Seller.





(a)  Seller
      shall provide oil delivery services for sales of No. 2 fuel oil to its former
      customers and others on behalf of Buyer for a five year period following
      Closing, at the rate of $.12 per gallon for deliveries out of the Royal terminal
      in Netcong, NJ or any other location designated by Buyer which is within 5
      miles
      of Seller’s current location in Dover, NJ, and $.15 per gallon for deliveries
      out of the Port of Newark terminal, and upon the terms and conditions contained
      in Buyer’s standard transport agreement to be executed at Closing. The transport
      agreement shall provide that Seller shall be entitled to collect a service
      fee
      from customers for deliveries of less than 150 gallons. The amount of the
      service fee shall be mutually agreed between Seller and Buyer.





(b)  Prior
      to
      the date hereof, Buyer provided a total of 16,153 gallons of No. 2 fuel oil
      to
      Seller on credit. Subsequently and separately, Seller delivered 10.958.2 gallons
      to customers of Buyer, for Buyer’s account. The first 5,194.8 gallons of No. 2
      fuel oil delivered by Seller for Buyer’s account pursuant to paragraph 5.4(a)
      shall be purchased and paid for by Seller. Once Seller has delivered 5,194.8
      gallons paid for by Seller but delivered and sold for Buyer’s account, Seller
      shall have no further obligations to Buyer for the 5,194.8 gallons. If Seller
      does not deliver 5,194.8  gallons
      which it has paid for on or before October 31, 2005, at Buyer’s option Seller
      shall be obligated to pay in cash an amount equal to Buyer’s then current cost
      of 5,194.8 gallons less the number of gallons actually delivered by Seller.


(c)   Exhibit
        8(a) hereto
        contains a full and complete list of all product for which customers have
        prepaid Seller which have not been delivered prior to the Closing. Seller
        shall
        purchase, pay for and deliver all product under all prepaid agreements and
        arrangements of Seller, whether or not listed on Exhibit
        8(a) .  Buyer
        does not assume any responsibility or liability to deliver product to customers
        with whom Seller has any pre-paid agreement or arrangement. If Seller does
        not
        purchase, pay for and deliver any product to customers under pre-paid
        arrangements, Buyer, at Buyer’s sole option, may purchase and cause such product
        to be delivered to the customers, and in such event Seller shall immediately
        reimburse Buyer for the purchase price and all reasonably related costs.
        Seller
        represents it does not have any fixed price agreements other than pre-paid
        agreements. The provisions of section 5.1 of this Agreement shall not apply
        to
        Seller’s delivery of oil pursuant to the pre-paid accounts, but shall otherwise
        apply to those customers.


2




At
      Closing, Seller shall execute a form of letter prepared by Buyer, reasonably
      acceptable to Seller, addressed to the customers under pre-paid arrangements,
      explaining that while Seller has sold the bulk of its business, it has retained
      its prepaid accounts, and that Seller and not Buyer will be responsible for
      honoring the prepaid contracts.




**IV.**  **Section
      6.3 of the Purchase Agreement is herby amended to provide in it entirety as
      follows:**





6.3  Other
      Conditions to Closing .
      The of
      Buyer hereunder shall also be subject to and conditioned upon Seller’s obtaining
      a payoff statement or similar instrument from Skylands Bank.





**V.**  **A
      new Section 8 is hereby added to the Purchase Agreement, to provide as
      follows:**





8.  CUSTOMER
      PREPAYMENTS AND ACCOUNTS RECEIVABLE.





The
      parties agree that Buyer will be collecting all payments and accounts receivable
      from Seller’s former No. 2 oil customers from the Closing date forward. Funds
      which will be collected include the accounts receivable of Seller which are
      not
      being sold to Buyer under this Agreement in addition to payments owing to Buyer.
      For this purpose, Buyer will set up an accounts receivable ledger on its books.
      As Seller’s former customers make payments, the funds will be applied: first to
      reimburse Buyer for any amounts owed under Sections 5.4(b) or 5.4(c), next
      to
      Seller’s outstanding accounts receivable, and thereafter, once Seller’s
      receivable from a customer has been fully paid, the remaining sums from such
      customer shall be paid to Buyer. Each month, until Seller shall have been paid
      all funds payable to it under this paragraph, a detailed list of funds received
      from Buyer’s former customers will be provided to the Seller and all monies
      payable to Seller will be paid at such time. These accountings and payments
      will
      be made on the tenth
      day
      of each month, beginning November 10, 2005, with respect to the funds received
      in the previous month.




**All
      other terms and conditions of the Purchase Agreement remain unchanged and in
      force.**





[signatures
      contained on following page]





3




*Signature
      Page to Amendment*





IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
      date
      first set forth above.




**SELLER:**
              
              
              **Acknowledged:****Allamuchy Transport,
                Inc.**By:Name:
              Chris
                Pillitteri
              
              
              Chris
                  Pillitteri, IndividuallyTitle:





**BUYER****Clickable Oil.com,
              Inc.**By:Guy
                Pipolo








4