|   | EXHIBIT 10.1 |   |
|--------|--------------|--------|

PRE-FORMATION AGREEMENT AND SUBSCRIPTION

  This Pre-Formation Agreement and Subscription is made and entered as of the 7th day ofMarch, 2008, by and between ALL Fuels & Energy Company, a Delaware corporation (“AFSE”),and JBTL Partners, LLC, a Wisconsin limited liability company (“JBTL”), which parties may bereferred to individually as a “Party” or jointly as the “Parties”.

WHEREAS, the parties desire to form a new Florida limited liability company, for the purpose ofparticipating in the development and subsequent commercialization of the ChloroplastTransformation Technology (the “CTT”) developed by Dr. Henry Daniell at the University ofCentral Florida;

WHEREAS, the parties desire to determine and establish the rights, duties, powers, disabilities,benefits and liabilities between and among them and with respect to the new Florida limitedliability company; and

  WITNESSETH, therefore, the agreement of the parties, the promises of each beingconsideration for the promises of the other:

I. DEFINITIONS

  The terms listed below shall, for the purposes of this Agreement, have the meanings ascribed tothem, as follows:

  A.  “AFSE” means ALL Fuels & Energy Company, a Delaware corporation.

  B.  “Agreement” means this Pre-Formation Agreement and Subscription, including allschedules and exhibits hereto.

  C. “JBTL” means JBTL Partners, LLC, a Wisconsin limited liability company.

  D.  “Project LLC” means AFSE Enzyme, LLC, a to-be-formed Florida limited liabilitycompany.

II. AGREEMENT TO FORM BUSINESS STRUCTURE

  The parties hereto agree to take all steps necessary to cause the formation of Project LLC, inconformity with the following:

  A.  Formation of Project LLC. The Parties agree to cause the formation of Project LLC as soonas is practicable following the mutual execution of this Agreement.  The Parties further agree thatEric Newlan, Esquire, will be the organizer of Project LLC in effecting the proposed formationof such entity, on behalf of the Parties.

  B.  Agreement to Organize Project LLC.  The Parties agree to take all steps necessary to causethe organization of Project LLC, in conformity with the diagram set forth below and the otherpertinent provisions of this Agreement.

|   | AFSE Enzyme, LLC

(a Florida limited liability company) |   |
|--------|---------------------------------------------------------|--------|

|   |   |   |   |
|--------|--------|--------|--------|

|   | 50% owned by AFSE * |   | 50% owned by JBTL * |   |
|--------|---------------------|--------|---------------------|--------|

|  * | ownership upon organization,prior to contemplated futuremembership interest issuances. |   |
|---------|----------------------------------------------------------------------------------------|--------|

  It is agreed by the parties that they contemplate the issuance of additional membership interestsin the future, including, without limitation, issuances to Dr. Henry Daniell at the University ofCentral Florida, the University of Central Florida or one of its established research foundationsand one or more investors in the Project LLC.  It is further agreed by the parties that they willincur equal dilution of their ownership percentages as additional membership interests are issuedin the future.

III. CHARACTERISTICS OF PROJECT LLC

  Project LLC is to have certain characteristics set forth in the Certificate of Formation of ProjectLLC (the “Project LLC Certificate”), which shall be in the form of Exhibit III-1 attached heretoand made a part hereof, and in its Limited Liability Company Operating Agreement, which shallbe in the form of Exhibit III-2 attached hereto and made a part hereof.

IV. SUBSCRIPTION FOR MEMBERSHIP INTERESTS OF PROJECT LLC

  AFSE and JBTL hereby subscribe for the initial membership interests to be issued by ProjectLLC, as follows:

|   | Subscriber |   | Membership

Interests

Subscribed |   | Consideration |
|--------|------------|--------|-----------------------------------|--------|---------------|

|   | AFSE |   | 10,000 |   | $1,000 in cash |
|--------|------|--------|--------|--------|----------------|

|   | JBTL |   | 10,000 |   | $1,000 in cash |
|--------|------|--------|--------|--------|----------------|

V.  BUSINESS OF PROJECT LLC

  It is the intention of the parties that Project LLC enter into a letter of intent with the Universityof Florida Research Foundation and Dr. Henry Daniell, with respect to Project LLC’sparticipating in the development and subsequent commercialization of the CTT.  The partiesagree that the plan of action attributed to the “JBTL” entity in the form of letter of intent attachedhereto as Exhibit V-1 and made a part hereof accurately reflects the intended plan of business ofProject LLC.

  It is also the agreement of the parties that the initial phase of the Project LLC’s activities willinclude the identification of at least ten enzymes that are to be cloned by Dr. Daniell and theUniversity of Central Florida, including one of its research foundations, and that JBTL shallidentify the first ten enzymes to be cloned within ten (10) days of the formation of the SponsoredResearch Agreement.  The parties anticipate that the phase-one cost of developing the enzymeswill be approximately $125,000 each.  In addition, the parties agree that the budget proposalattached hereto as Exhibit V-2 and made a part hereof shall form the basis of the actual phase-one operating budget of the proposed office only and shall not include the development costsassociated with the Sponsored Research Agreement, Production Stage or License Agreement.

VI.  AGREEMENT WITH RESPECT TO MEMBERSHIP INTERESTS OF PROJECT LLC

  All of the membership interests of Project LLC to be issued to AFSE and JBTL hereunder shallbe subject to the terms and conditions of this paragraph VI.  Any additional membershipinterests, or other equity securities, of Project LLC acquired by AFSE and JBTL, either bypurchase, dividend or otherwise, shall be subject to the terms and conditions of this paragraphVI.  AFSE and JBTL further agree that the issuance of any additional membership interests orother equity securities of Project LLC shall be ratified by each of them, and that any suchadditional membership interests or other equity securities shall, upon issuance, be subject to theterms and conditions of this paragraph VI.

  A.  Restrictions on Transfer of Membership Interests.  Neither AFSE nor JBTL may assign,transfer, give, encumber, pledge, hypothecate or otherwise dispose of any membership interestsof Project LLC acquired by them, other than as permitted under this paragraph VI.  Subject to theterms of this paragraph VI, AFSE and JBTL may exercise all other rights of membership withrespect to their membership interests of Project LLC.  Project LLC shall not be required torecognize any such transfer or other disposition on its membership interest records, until ProjectLLC has determined that such transfer or other disposition is in compliance with the terms andconditions of this paragraph VI.

  B.  Endorsement of Membership Interest Certificates.  Each certificate representing membershipinterests of Project LLC to be issued pursuant to this Agreement, or issued thereafter, to AFSEand/or JBTL shall bear the following legend conspicuously printed or typewritten on its face:

      “SEE TRANSFER RESTRICTIONS ON REVERSE SIDE.”

    The reverse side of each such certificate shall bear the following, or substantially similar,legends conspicuously printed or typewritten thereon:

    “THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE ARESUBJECT TO THE TERMS OF A PRE-FORMATION AGREEMENT AND SUBSCRIPTION,DATED AS OF MARCH 7, 2008, BY AND BETWEEN ALL FUELS & ENERGY COMPANYAND JBTL PARTNERS, LLC.”

    “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED INTHE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THESECURITIES UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROMREGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THECORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”

  C.  Voting Agreement.

    1.  Elections of Directors.  For so long as this Agreement shall remain in effect, each of AFSEand JBTL shall, at each meeting of membership interest owners of Project LLC, vote for thepersons listed below for director thereof:

      (a)  Dean E. Sukowatey;

      (b) James R. Broghammer;

      (c)  Dr. Henry Daniell;

      (d)  John C. Walker;

      (e)  Robert B. Sather;

      (f)  Terri D. Williams; and

      (g)  Glen Roberts.

  The parties hereby agree that two directorships of the Project LLC shall be reserved for personsnamed by ALL Fuels & Energy Company and one directorship of the Project LLC shall bereserved for a person named by JBTL Partners, LLC.  Such persons shall be mutually acceptableto AFSE and JBTL.

    2.  Elections of Officers.  The officers of the Company shall be chosen by the Board ofDirectors as sited in Article VIII, Section 8.01, Officers Generally as sited in the OperatingAgreement of AFSE Enzyme, LLC.

    3.  Should one of the persons listed in subparagraphs 1 and 2 above resign or otherwisebecome unable to serve in the capacity or capacities listed in such paragraphs, then the remainingpersons shall be permitted to vote for any person to fill any such vacancy, in their sole discretion.Seats specifically held by either AFSE or JBTL shall be filled by each respective Party at its solediscretion.

  D.  Sales of Membership Interests - Rights of First Refusal.  If, at any time while thisAgreement is in force, one of the Parties hereto (the “Selling Party”) desires to sell any or all ofhis membership interests in Project LLC pursuant to a bona fide offer from a third party (the“Third Party Offer”), it shall deliver to the other Party a written notice (the “Notice”) of suchThird Party Offer.  The Notice shall constitute an offer to sell the membership interests made thesubject of the Third Party Offer, upon the terms and conditions described in the Notice.  TheNotice shall specify (1) the name of the proposed transferee pursuant to the Third Party Offer, (2)a summary of all material terms of such proposed sale, including, without limitation, the numberof membership interests subject to the Third Party Offer, the price per membership interestoffered, the method of payment and the form of consideration, and (3) evidence of the proposedtransferee’s ability to pay for the membership interests.

    The Non-Selling Party shall have 60 days from receipt of the Notice to notify the Selling Partyof its intentions to purchase the Selling Party’s membership interests on the terms and conditionsset forth in the Third Party Offer.  Should the Non-Selling Party elect to purchase the SellingParty’s membership interests under the terms and conditions of the Third Party Offer, then theNon-Selling Party shall have 30 days in which to purchase the Selling Party’s membershipinterests.  Should the Non-Selling Party elect not to purchase the Selling Party’s membershipinterests under the terms and conditions of the Third Party Offer, then the Selling Party may sellhis membership interests of Project LLC, as the case may be, to the offering party under theThird Party Offer; provided, however, that the Selling Party shall consummate the sale of hismembership interests within 30 days from the date the Non-Selling Party elects not to purchasethe Selling Party’s membership interests and only upon the terms and conditions contained in theThird Party Offer.  Should any such sale not be consummated within the 30-day period, ProjectLLC shall not recognize such transfer as effective.  It is specifically agreed that the transfereeunder the Third Party Offer shall take the Selling Party’s membership interests subject to thisparagraph VI.

  E.  Specific Performance.  It is agreed that, in view of the inability to assess monetary value ofdamages to either of the parties hereto arising hereunder as a result of a breach of the provisionsof this paragraph VI, the non-breaching party may seek specific performance by the breachingparty, and the breaching party shall pay attorney’s fees incurred by the non-breaching party inenforcing the provisions of this paragraph VI.

VII.  REPRESENTATIONS AND WARRANTIES

  A.  The execution, delivery and performance by AFSE of this Agreement and the othertransactions contemplated hereby have been duly authorized by all necessary board of directors’action on the part of AFSE.

  B.  The execution, delivery and performance by JBTL of this Agreement and the othertransactions contemplated hereby have been duly authorized by all necessary action of itsgoverning body on the part of JBTL.

VIII.  TERMINATION

  This Agreement shall remain in effect until such time as the Parties hereto shall enter into awritten agreement to so terminate this Agreement.

IX.  MISCELLANEOUS

  A.  Governing Law.  This Agreement shall be deemed to be a contract made under, governed byand construed in accordance with the substantive laws of the State of Florida.

  B. Dispute Resolution.

    1.  Negotiation.  If a dispute arises out of or relates to this Agreement or the breach thereof,within twenty (20) days of receipt of written notice of a dispute, the Parties shall attempt in goodfaith to resolve such dispute by negotiation.

    2.  Mediation.  If the dispute cannot be settled through such negotiations, the Parties agree totry in good faith to settle the dispute by mediation within 20 days immediately following the 20-day period set forth in paragraph IX(B)(1), in Minneapolis, Minnesota, under the CommercialMediation Rules of the American Arbitration Association (“AAA”).

    3.  Arbitration.  If the dispute cannot be settled by mediation as set forth in paragraphIX(B)(2), the Parties agree to submit the dispute to binding arbitration in Minneapolis,Minnesota, under applicable Florida and Federal law.  Such demand shall set forth the names ofthe other Party or Parties. The arbitration provided for in this paragraph IX(B)(3) shall beconducted under the auspices of the AAA, utilizing the AAA’s applicable rules for arbitration ofcommercial disputes, and shall be decided by one arbitrator. Except as otherwise providedherein, the Arbitrators shall have the authority to award any remedy or relief a state or Federalcourt of the State of Minnesota could order or grant, including, without limitation, specificperformance, the awarding of compensatory damages, the issuance of an injunction and otherequitable relief, but specifically excluding punitive damages. If the remedy sought is a monetaryaward, each party shall simultaneously, on the twentieth business day following thecommencement of the arbitration, submit to the Arbitrators the amount that party believes shouldbe awarded, and with respect to compensatory damages, the Arbitrators shall make an award inwhichever of the two amounts they deem most reasonable. The Arbitrators’ decision shall beissued with findings of fact and conclusions of law and shall be non-appealable. Notwithstandinganything in this paragraph IX(B)(3) to the contrary, the losing party in a dispute hereunder shallpay all reasonable legal fees and expenses incurred by the prevailing party in connection with thearbitration.

  C.  Counterparts.  This Agreement may be executed simultaneously in counterparts, each ofwhich when so executed and delivered shall be taken to be an original; but such counterpartsshall together constitute but one and the same documents.  Facsimile signatures shall be deemedoriginal signatures.

  D.  Successors and Assigns.  Except as otherwise expressly provided herein, the provisionshereof shall inure to the benefit of, and be binding upon, the successors, assigns andadministrators of the Parties hereto.

  E.  Entire Agreement.  This Agreement, the other agreements and the other documents deliveredpursuant hereto and thereto constitute the full and entire understanding and agreement betweenthe parties with regard to the subjects hereof and thereof.

  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date firstabove written.

ALL FUELS & ENERGY COMPANY

By: /s/

Dean E. Sukowatey

President

JBTL Partners, LLC

By: /s/

John C. Walker

President