10.1   Management
Agreement

    


    MANAGEMENT
AGREEMENT

    This
Agreement is made as of this 12th day of
June, 2009 between and among FUEL FRONTIERS, INC., a Nevada corporation (“FFI”)
and NUCLEAR SOLUTIONS, INC., a Nevada corporation (“NSOL”), (FFI and NSOL are
sometimes collectively referred to herein as the “CORPORATIONS”) and SCHRADER
& ASSOCIATES DEFINED BENEFIT PENSION PLAN, (“SCHRADER”).

     

    BACKGROUND

    
      
        	
                (a)  

              	
                A.           SCHRADER
      desires to purchase shares of FFI owned by NSOL and NSOL desires to sell a
      portion of its FFI shares to SCHRADER on the terms noted in the Stock
      Purchase and Related Agreements (the “TRANSACTION
    DOCUMENTS”).

              


      

       

      
        	
                (b)  

              	
                B.           As
      an inducement to obtain the SCHRADER investment, the CORPORATIONS have
      respectively agreed to be bound by certain management
      covenants.

              


      

    

     

    For
valuable consideration, the receipt of which is acknowledged by the parties, the
parties agree as follows:

     

    AGREEMENT

    
      
        	 	
                1.           Proceeds and
      Management.

              


      

       

      
        	 	
                a.           Nuclear
      Solutions agrees to use the SCHRADER investment proceeds according to the
      “Use of Proceeds” attached as Schedule
1.0.

              


      

       

      
        	 	
                b.           Nuclear
      Solutions agrees to nominate, appoint and, or vote into office one person
      named by SCHRADER who will be seated as a member of the board of directors
      of Fuel Frontiers, Inc. for a term of twelve (12) months commencing on the
      date of closing of the SCHRADER
investment.

              


      

       

      
        	 	
                2.           Muhlenberg
      Property.

              


      

       

      
        	 	
                a.           FFI
      desires to purchase certain real property located in Muhlenberg, Kentucky
      for the construction of its CTL plant (the “Muhlenberg Property”) for
      approximately $150,000, which the parties agree shall be allocated from
      the SCHRADER investment proceeds as specified in Schedule 1.0 attached
      hereto.  FFI agrees to take title to the Muhlenberg Property in
      such a manner so that the property ownership would automatically revert to
      SCHRADER in the event of FFI’s petition in bankruptcy, wind-up or
      liquidation.

              


      

       

      
        	 	
                b.           The
      parties agree that the purchase of real property for the CTL plant from a
      portion of the SCHRADER investment proceeds is a material element of the
      consideration for the sale of FFI stock by NSOL.  In the event
      that FFI is no longer pursuing its CTL plant on the Muhlenberg Property
      because of FFI’s inability after good faith efforts to obtain all
      appropriate approvals and permits required for the CTL plant,
      then:

              


      

       

      
        	 	
                i.           FFI,
      on behalf of FFI and SCHRADER, shall sell their entire collective interest
      in the land, in a manner permitting it to sell an unencumbered fee simple
      interest to a third party purchaser at the prevailing market price;
      and

              


      

       

      
        	 	
                ii.           FFI
      shall make use of the net funds received from such sale to purchase
      another plot of land in Kentucky to build a CTL facility and shall take
      title to the second property in such a manner so that the property
      ownership would automatically revert to SCHRADER in the event of FFI’s
      petition in bankruptcy, wind-up or
liquidation.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                3.           Release of Schrader
      Property Interest

              


      

       

      In the
event that (i) FFI secures a fundable offtake agreement or fuel purchase
agreement for fuel provided by FFI’s proposed CTL plant on the Muhlenberg
Property or its replacement property; or (ii) financing for FFI which requires
the grant of a security interest in FFI assets or similar encumbrance; then
SCHRADER shall quitclaim his future interest in the land. The parties agree that
no compensation is payable to Schrader in the event such quitclaim is requested
by FFI. In such event, FFI shall pay the expense of the preparation of the
documentation necessary for the quitclaim of the property. SCHRADER agrees to
execute in a timely manner such documents as may be reasonably requested by the
FFI board of directors or otherwise necessary to effect the terms and conditions
of this Agreement.

       

      
        	 	
                4.           General
      Provisions

              


      

       

      
        	
                 
      

              	
                a.

              	
                Entire
      Agreement. This Agreement (including the Schedule hereto and any written
      amendments hereof executed by the parties) constitutes the entire
      Agreement and supersedes all prior agreements and understandings, oral and
      written, between the parties hereto with respect to the subject matter
      hereof.

              


      

      


      
        	
                 
      

              	
                b.

              	
                Sections
      and Other Headings. The section and other headings contained in this
      Agreement are for reference purposes only and shall not affect the meaning
      or interpretation of this
Agreement.

              


      

      


      
        	
                 
      

              	
                c.

              	
                Governing
      Law. This Agreement, and all transactions contemplated hereby, shall be
      governed by, construed and enforced in accordance with the laws of
      Nevada.  The parties hereto waive trial by jury and agree to
      submit to the personal jurisdiction and venue of a court of subject matter
      jurisdiction located in the District of Columbia.  In the event
      that litigation results from or arises out of this Agreement or the
      performance thereof, the parties agree to reimburse the prevailing party’s
      reasonable attorney’s fees, court costs, and all other expenses, whether
      or not taxable by the court as costs, in addition to any other relief to
      which the prevailing party may be
entitled.

              


      

      


      
        	
                 
      

              	
                d.

              	
                Counterparts.
      This Agreement may be executed in counterparts, each of which shall be
      deemed to be an original, and such counterparts together shall constitute
      one Agreement. For the purposes of this Agreement, a faxed copy of an
      executed Agreement shall be deemed to be an
  original.

              


      

    

    


    IN WITNESS WHEREOF, this
Agreement has been executed by each of the individual parties hereto on the date
first above written.

    
 

    
      
        	

                NUCLEAR SOLUTIONS,
      INC.

              	 	 	FUEL FRONTIERS,
      INC.	 
	 	 	 	 	 
	
                /s/
      Patrick Herda

              	 	 	
                /s/
      David Maland

              	 
	
                By: Patrick
      Herda    

              	 	 	
                By:  David
      Maland

              	 
	
                Title:   President 

              	 	 	
                Title:   President

              	 


      

    

    
 

    SCHRADER
& ASSOCIATES DEFINED BENEFIT PENSION PLAN

    
      
        
          
            	 	 	 	 	 
	
                    /s/
      Scott A. Schrader

                  	 	 	
                     

                  	 
	
                    By:   Scott
      A. Schrader

                  	 	 	
                     

                  	 
	
                    Title: