|   | EXHIBIT 10.6 |   |
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SETTLEMENT AGREEMENT 

This Settlement Agreement (this “Agreement”) is made and entered into as of this 13th day ofDecember, 2007 (the “Effective Date”), by and between All Fuels & Energy Company, formerlyknown as iCrystal, Inc., a Delaware corporation (the “Company”), All Energy Company, awholly owned subsidiary of the Company and a Delaware corporation (“All Energy”) and DeanSukowatey (“Sukowatey”) on the one hand, David Loflin (“Loflin”), and Eric Newlan andNewlan & Newlan (collectively “Newlan”), on the other hand.  Each are a “Party” and,collectively, the “Parties” to this Agreement.

RECITALS

A.  In January 2007 All Energy purchased 4,700,000 shares of common stock of the Companyfrom Loflin (the “Transaction”).

B.  Disputes have arisen between the Company, All Energy and Sukowatey, on the one hand, andLoflin and Newlan, on the other hand. 

D.  Each Party, without any admission of liability, desires to settle fully all claims, allegations,liabilities, demands, damages, actions and causes of action against one another arising out of orrelated to the Company and the Transaction.

E.  Subject to the terms set forth herein, Loflin agrees to cancel 1,238,100 share of theCompany’s common stock owned by him, All Energy, Loflin and Newlan agree to lock-up theremaining common stock held by them until a registration statement is deemed effective by theSecurities and Exchange Commission to register the resale of the shares held by them with theexception of 136,900 shares held by Loflin that will be subject to a leak-out provision, the partiesagree to cause the termination of the Agreement for Dividend Distribution pursuant to atermination agreement, and Newlan agrees to deliver certain legal opinions to the Company asset forth herein.

AGREEMENT

NOW, THEREFORE, for and in consideration of the recitals set forth above and the covenantsand agreements set forth below, the Parties agree as follows:

1. Definitions.

(a) “Claims” means all theories of recovery of whatever nature, whether known or unknown, andnow recognized by the law or equity of any jurisdiction related in any manner at any time prior toand including the Effective Date.  This term includes causes of action, charges, indebtedness,losses, claims, liabilities, and demands, whether arising in equity or under the common law (tort,contract or other) or under any contract, ordinance or statute.

(b) “Damages” means all elements of relief or recovery of whatever nature, whether known orunknown, which are recognized by the law or equity of any jurisdiction related to in any mannerat any time prior to and including the Effective Date.  This term includes actual, incidental,indirect, consequential, compensatory, liquidated, exemplary, and punitive damages; rescission;attorneys’ fees; interest; costs; equitable relief; and expenses.

(c) “Company Released Parties” means and includes the Company and All Energy and each oftheir respective subsidiaries, predecessors, successors, affiliates, shareholders, directors, officers,attorneys, employees and other agents, including Sukowatey.  

(d) “Loflin Released Parties” means and includes Loflin and Newlan its predecessors, successorsand affiliates, partners, members, directors, officers, attorneys, employees and other agents.  

2. Representations.

(a) Loflin hereby represents that as of the Effective Date, Loflin has voting and investmentcontrol of 1,860,000 shares of Company common stock which are held directly in his name(621,900 shares of the Company common stock when giving effect to the transactioncontemplated herein) and 36,900 shares of Company common stock which are held in streetname), which Loflin has requested from his broker to be delivered via DWAC into certificatedform with the Company’s transfer agent.  Loflin does not have voting and investment controlover any other shares of the Company’s common stock. The 36,900 shares of Company commonstock held by Loflin which will be delivered via DWAC and 100,000 shares currently certificatedwill not be cancelled herein and are referred to as the “Loflin Leak-Out Shares.”  The 521,900shares of Company common stock held by Loflin in certificated form, including 100,000 sharesheld by Tommy Loflin in certificated form, Loflin’s son, after giving effect to the transactioncontemplated herein are referred to as the “Loflin Shares.”

(b) Newlan hereby represents that as of the Effective Date, Newlan has voting and investmentcontrol of 976,500 shares of Company common stock, 750,000 are held in the name of “Newlan& Newlan”, 120,000 of which are held in the name of “FMF Investments, Ltd.” and 106,500shares of Company common stock which are currently held in street name, which Newlan hasrequested from his broker to be delivered into certificated form with the Company’s transferagent. Newlan does not have voting or investment control over any other shares of theCompany’s common stock. The 976,500 shares of Company common stock held by Newlan aftergiving effect to the transaction contemplated herein are referred to as the “Newlan Shares.” 

(c) All Energy hereby represents that as of the Effective Date, All Energy has voting andinvestment control of 7,050,000 shares of Company common stock which are held directly in itsname.  All Energy does not have voting or investment control over any other shares of theCompany’s common stock. The 7,050,000 shares of Company common stock held by All Energyafter giving effect to the transaction contemplated herein are referred to as the “All EnergyShares.”

(d) All the parties hereby represent and acknowledge that Newlan has not represented any party,other than itself, in connection with this Agreement.

3. Release by Loflin and Newlan.  

In full consideration of the Company, All Energy and Sukowatey’s respective execution of thisAgreement and their agreement to be legally bound by its terms, Loflin and Newlan release anddischarge the Company Released Parties from all Claims and Damages arising from, attributed toor related to the Company, the Transaction or Loflin and Sukowatey’s business relationship, forany reason whatsoever, that arose on or before the Effective Date.  The Company, All Energy andSukowatey acknowledge the value associated with Loflin and Newlan’s release of such Claimsand Damages.

4. Release by the Company, All Energy and Sukowatey.    In full consideration of the Loflin andNewlan’s respective execution of this Agreement and their agreement to be legally bound by itsterms, the Company, All Energy and Sukowatey release and discharge the Loflin ReleasedParties from all Claims and Damages arising from, attributed to or related to the Company, theTransaction or Loflin and Sukowatey’s business relationship, for any reason whatsoever, thatarose on or before the Effective Date.  Loflin and Newlan acknowledge the value associated withthe Company, All Energy and Sukowatey release of such Claims and Damages.

5. Conditions to Closing.  

(a) Cancellation of Shares.  On the Effective Date, Loflin shall deliver to the Company thecertificates representing 1,238,100 shares of the Company’s common stock to be cancelled by theCompany.  Loflin agrees to execute transfer agent instruction letter regarding the cancellation ofthe 1,238,100 shares, which is attached hereto as Exhibit C.  Loflin agrees to have these sharesreturned to the Company’s transfer agent for cancellation by no later than January 31, 2008.

(b) Lock-up.  All Energy, Loflin and Newlan each respectively agree not to sell, pledge,hypothecate, transfer, assign or in any other manner dispose of any of the All Energy Shares,Loflin Shares and Newlan Shares, respectfully, until an effective registration statementregistering the resale of any of the All Energy Shares, Loflin Shares and Newland Shares is onfile with the Securities and Exchange Commission.  All Energy, Loflin and Newlan agree toallow the Company to place a restrictive legend on all such shares and have the transfer agentmake a notation on the stock transfer legend regarding these restrictions.  All Energy, Loflin andNewlan each respectfully agree to have their respective All Energy Shares, Loflin Shares andNewlan Shares returned to the Company’s transfer agent for re-certification and/or legendplacement by no later than January 31, 2008.

(i) The Company agrees to register the resale of the Loflin Shares and Newlan Shares if at anytime it registers the resale of the All Energy Shares.  This restriction shall terminate and thisAgreement shall be of no further force or effect upon a change of control, as defined as follows:

(ii) A sale, transfer, or other disposition through a single transaction or a series of transactions ofall or substantially all of the assets of the Company to an Unrelated Person or Unrelated Persons(as defined below)  acting in concert with one another.

(iii) Any consolidation or merger of the Company with or into an Unrelated Person, unlessimmediately after the consolidation or merger the holders of the common stock of the Companyimmediately prior to the consolidation or merger are the beneficial owners of securities of thesurviving corporation representing at least fifty (50%) percent of the combined voting power ofthe surviving corporation’s then outstanding securities.

(iv) For the purposes of this section, the term “Unrelated Person” shall mean and include anyPerson other than the Holder, the Company, a wholly-owned subsidiary of the Company, or anemployee benefit plan of the Company.

(c) Leak-Out.  Loflin agrees that he will only sell an amount up to one twenty-fourth (1/24h) ofthe Loflin Leak-Out Shares per 30-day period beginning on February 1, 2008. The Holderacknowledges that the certificates representing the Loflin Leak-Out Shares will contain certainrestrictive legends reflecting this resale restriction.  Loflin agrees to have the Loflin Leak-OutShares returned to the Company’s transfer agent for re-certification and legend placement by nolater than January 31, 2008, which shall be returned to Loflin within 10 days after receipt.  

(d) Instructions to the Transfer Agent.  Each of Loflin, Nelwan and All Energy shall execute anddeliver their respective attached instruction letter to the Company on the Effective Date, in orderfor the Company’s transfer agent to re-certificate and/or place appropriate legends on thecertificates representing the Loflin Shares, Loflin Leak-Out Shares, Newlan Shares and AllEnergy Shares, respectfully.  The instruction letters are hereby attached as Exhibit D-1 (Loflin),Exhibit D-2 (Newlan) and Exhibit D-3 (All Energy).  Additionally, Loflin, Newlan and AllEnergy agree to provide gold medallion stock powers and any other documentation the transferagent deems necessary to effectuate the transactions contemplated herein.

(e) Agreement for Dividend Distribution.  The Parties agree to cause the Termination Agreement,attached hereto as Exhibit A, to be executed thereby canceling the Agreement for DividendDistribution, executed by and between the Company and Venus Associates, Inc., the Company’ssubsidiary (“Venus”).  

(f) Legal Opinions.  On the Effective Date, Loflin and Newlan shall deliver to the Company legalopinions as attached hereto as Exhibit B.

(g) Transfer of Venus shares.  The Company shall transfer 1,000 shares of Venus common stockto Loflin within 10 days of the Effective Date.

6. Liquidated Damages.  

The parties agree that the just compensation for the harm that would be caused by the failure ofLoflin, Newlan or All Energy’s failure to either re-certificate and/or place a legend on the LoflinShares, Loflin Leak-Out Shares, Newlan Shares and All Energy Shares cannot be accuratelyestimated or would be very difficult to accurately estimated and that Loflin, Newlan and AllEnergy each agree to pay the Company $200.00 for each day Loflin, Newlan and/or All Energy,respectfully, is in default of Sections 5(b) or 5(c).  In addition, Loflin agrees to pay an additional$200.00 per day for each day that Loflin is in default of Section 5(a).

7. Choice of Law..  This Agreement shall be interpreted and construed in accordance with andshall be governed by the laws of the State of Texas (without giving effect to principles ofconflicts of law of Texas or any other jurisdiction) and, when applicable, the laws of the UnitedStates.  The parties agree that the venue for any proceeding brought under this Agreement shallbe in the courts of Harris County, Texas. 

8. Entire Agreement.  This Agreement constitutes the entire agreement of the parties relating tothe subject matter of this Agreement, and any previous agreements with respect to these mattersare superseded by this Agreement.  No term, provision or condition of this Agreement may bemodified in any respect except by a writing executed by all of the parties hereto.  No person hasany authority to make any representation or promise on behalf of any of the parties not set forthin this Agreement.  This Agreement has not been executed in reliance upon any representation orpromise except those contained herein.

9. No Admission of Liability.  The Parties have entered into this Agreement solely for thepurpose of avoiding the burdens and expense of litigation, and the making of this Agreement isnot intended, and shall not be construed, as an admission that any of the Company ReleasedParties or Loflin Released Parties have violated any federal, state and/or local law, ordinance orregulation, breached any contract, committed any wrong or made any error whatsoever.

10. Waiver.  The failure of any party to enforce or to require timely compliance with any term orprovision of this Agreement shall not be deemed to be a waiver or relinquishment of rights orobligations arising hereunder, nor shall this failure preclude the enforcement of any term orprovision or avoid the liability for any breach of this Agreement.

11. Severability.  Each part, term or provision of this Agreement is severable from the others.Notwithstanding any possible future finding by a duly-constituted authority that a particular part,term or provision is invalid, void or unenforceable, this Agreement has been made with the clearintention that the validity and enforceability of the remaining parts, terms and provisions shallnot be affected thereby, provided, however, that if either Section 2 or Section 3 of thisAgreement, or any part of either such section, is so determined to be invalid, void, orunenforceable, then such other section, or the like part of such other section, as the case may be,shall be deemed also to be invalid, void, or unenforceable.

12. Costs and Fees.  Each party shall bear its own costs and attorneys’ fees.

13. Construction.  This Agreement shall be deemed drafted equally by the parties.  The languageof this Agreement shall be construed as a whole and according to its fair meaning.  Anypresumption or principle that the language is to be construed against any party shall not apply.The headings in this Agreement are for convenience and are not intended to affect constructionor interpretation.  This Agreement represents a compromise of disputed claims and is not to beconstrued as an admission, direct or indirect, against any interest of the parties.  The pluralincludes the singular and the singular includes the plural; “and” and “or” are each used bothconjunctively and disjunctively; “any” and “all” each mean “any and all”; “each” and “every”each mean “each and every”; and “including” and “includes” are each “without limitation.”

14. Execution.  It is acknowledged by the parties that this Agreement may be executed in severalcounterparts, all of which taken together shall constitute one single Agreement between theparties.  The parties agree to execute any and all further documents as may be necessary toeffectuate the terms and provisions of this Agreement, but this obligation shall not extend to anydocument that alters or amends the terms of this Agreement.

15. Authorized ApprovalThe terms and conditions of this Agreement have been approved by thePatries in the manner required under each of their governing documents.

 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as ofthe Effective Date.

ALL FUELS & ENERGY COMPANY 

By: /s/ DEAN E. SUKOWATEY

Name: Dean E. Sukowatey

Title: President

ALL ENERGY COMPANY

By: /s/ DEAN E. SUKOWATEY

Name: Dean E. Sukowatey

Title: President

  

/s/ DEAN SUKOWATEY    

Dean Sukowatey

/s/ DAVID LOFLIN   

David Loflin

/s/ ERIC NEWLAN    

Eric Newlan

NEWLAN & NEWLAN

By: /s/ Eric Newlan

Name: Eric Newlan

Title: Partner