|   | EXHIBIT 10.5 |   |
|--------|--------------|--------|

CONSULTING AGREEMENT 

This Consulting Agreement (this “Agreement”) is made and effective as of the 23rd of January,2008 (the “Effective Date”), by and between Danny Chan (hereinafter referred to as“Consultant”) and ALL Fuels and Energy Company (hereinafter referred to as “Company”). 

      WHEREAS, the Consultant is hired to provide Business Advisory Services to the Company;and 

      WHEREAS, the Consultant is willing to enter into an agreement with the Company upon theterms and conditions herein set forth. 

      NOW, THEREFORE, in consideration of the premises and covenants herein contained, theparties hereto agree as follows: 

      1. Term.  Subject to the terms and conditions hereof, the term of engagement of theConsultant under this Consulting Agreement shall be for the period commencing on January 23,2008 (the “Commencement Date”) and terminating on July 22, 2008, unless sooner terminated asprovided in accordance with the provisions of Section 5 hereof.  (Such term of this agreement isherein sometimes called the “Retained Term”). 

      2.  Consulting Duties.  As of the Commencement Date, the Company hereby agrees to retainthe Consultant to provide Business Advisory Services as may be requested by the Companyduring the term hereof.  

       

3. Compensation and Benefits During the Engagement Term. 

         1. Reimbursement.   The Company agrees to reimburse Consultant for all reasonableordinary and necessary business and travel related expenses upon pre-approved authorization.

 

         2. Restricted Stock.  The Consultant shall receive 500,000 shares of the Company’scommon stock upon execution of this agreement. Such shares shall be deemed fully earned andare not tied to any performance criteria during the entire term of the Agreement. 

 

         3. Fees.  The Company agrees to pay for any and all fees and expenses that are incurred bythe Consultant on the Company’s behalf. Such expenses are to be paid upon the 5th day of beingpresented to the Company by the Consultant.

 

      All stock issued pursuant to this Agreement will have “piggy-back” registration rights. TheCompany shall not withhold authorization to issue a legal opinion pursuant to Rule 144 for anyreason. Such opinion is to be issued within 5 days of the request by the Consultant.  

       

4.           Termination.   

         1.     Consultant's engagement under the Agreement may be terminated by the Company forany reason. 

 

         2.      Effects of Termination.  In the event that the Agreement is terminated by theCompany or upon expiration of the term of the Agreement, neither the Consultant nor theCompany shall have any further obligations hereunder except for (a) obligations occurring priorto the date of termination, and (b) obligations, promises or covenants contained herein which areexpressly made to extend beyond the term of the Agreement.

 

         3.      Notwithstanding the above, all compensation under Section 3.b is deemed fullyearned upon the execution of this Agreement and is not subject to any conditions from thetermination of this Agreement in any manner. 

 

      5.  Arbitration.  If a dispute should arise regarding this Agreement, all claims, disputes,controversies, differences or other matters in question arising out of this relationship shall besettled finally, completely and conclusively by arbitration of a single arbitrator, which is mutuallyagreed upon, in Houston, Texas, in accordance with the Commercial Arbitration Rules of theAmerican Arbitration Association (the "Rules").  Arbitration shall be initiated by writtendemand.  This Agreement to arbitrate shall be specifically enforceable only in the District Courtof Harris County, Texas.  A decision of the arbitrator shall be final, conclusive and binding onthe Company and the Consultant, and judgment may be entered in the District Court of HarrisCounty, Texas, for enforcement and other benefits. On appointment, the arbitrator shall thenproceed to decide the arbitration subjects in accordance with the Rules.  Any arbitration held inaccordance with this paragraph shall be private and confidential.  The matters submitted forarbitration, the hearings and proceedings and the arbitration award shall be kept and maintainedin strictest confidence by Consultant and the Company and shall not be discussed, disclosed orcommunicated to any persons.  On request of any party, the record of the proceeding shall besealed and may not be disclosed except insofar, and only insofar, as may be necessary to enforcethe award of the arbitrator and any judgment enforcing an award.  The prevailing party shall beentitled to recover reasonable and necessary attorneys' fees and costs from the non-prevailingparty. 

      6. Survival.  In the event that this Agreement shall be terminated, then notwithstanding suchtermination, the obligations of Consultant pursuant to Section 6 of this Agreement shall survivesuch termination.   

      7. Contents of Agreement, Parties in Interest, Assignment, etc.  This Agreement sets forth theentire understanding of the parties hereto with respect to the subject matter hereof.  All of theterms and provisions of this Agreement shall be binding upon and inure to the benefit of and beenforceable by the respective heirs, representatives, successors and assigns of the parties hereto,except that the duties and responsibilities of Consultant hereunder which are of a personal natureshall neither be assigned nor transferred in whole or in part by Consultant.  This Agreement shallnot be amended except by a written instrument duly executed by the parties.   

      8. Severability; Construction.  If any term or provision of this Agreement shall be held to beinvalid or unenforceable for any reason, such term or provision shall be ineffective to the extentof such invalidity or unenforceability without invalidating the remaining terms and provisionshereof, and this Agreement shall be construed as if such invalid or unenforceable term orprovision had not been contained herein.  The parties have participated jointly in the negotiationand drafting of this Agreement.  In the event an ambiguity or question of intent or interpretationarises, this Agreement shall be construed as if drafted jointly by the parties and no presumptionor burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of anyof the provisions of this Agreement. 

      9. Notices.  Any notice, request, instruction or other document to be given hereunder by anyparty to the other party shall be in writing and shall be deemed to have been duly given whendelivered personally; or five (5) days after dispatch by registered or certified mail, postageprepaid, return receipt requested; or one (1) day after dispatch by overnight courier service; ineach case, to the party to whom the same is so given or made: 

      If to the Company addressed to: 

      ALL Fuels and Energy Company

      6165 NW 86th St.

      Johnston, IA, 50131

      Attn:  Chief Executive Officer 

      If to Consultant addressed to: 

      Danny Chan

      113 W G St #137

      San Diego, CA 9201 

      or to such other address as the one party shall specify to the other party in writing. 

       

      10. Counterparts and Headings.  This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original and all which together shall constituteone and the same instrument.  All headings are inserted for convenience of reference only andshall not affect the meaning or interpretation of this Agreement. 

      11. Governing Law; Venue.  This Agreement shall be construed and enforced in accordancewith, the laws of the State of Texas, without regard to the conflict of laws provisions thereof.Venue of any dispute concerning this Agreement shall be exclusively in Harris County, Texas. 

      12. Waiver.  The failure of either party to enforce any provision of this Agreement shall notbe construed as a waiver or limitation of that party’s right to subsequently enforce and compelstrict compliance with every provision of this Agreement. 

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be dulyexecuted and delivered as of the day and year first above written. 

 

Consultant

 

 

/s/ DANNY CHAN

Danny Chan

ALL FUELS AND ENERGY CORPORATION 

/s/

Dean Sukowatey, Chief Executive Officer