|   | EXHIBIT 10.2 |   |
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AMENDMENT NO. 1 TO CONSULTING AGREEMENT

This constitutes Amendment No. 1 to that certain Consulting Agreement (the “Agreement”),dated March 31, 2008, by and between ALL Fuels & Energy Company, a Delaware corporation(the “Company”), and Jeff Harsch (“Consultant”), pursuant to which the Company retainedConsultant.

For good and adequate consideration, the receipt and adequacy of which is hereby acknowledged,the parties hereby agree, as follows:

 A. Paragraph 2 of Exhibit “B” of the Agreement is hereby deleted in its entirety and replacedwith the following:

  “2. Method and Time of Exercise. The Option may be exercised, on a weekly basis, beginningon the date of mutual execution of the Agreement, to purchase a number of shares not to exceed50,000 per week, by written notice delivered to the Company stating the number of OptionShares with respect to which the Option is then being exercised, together with a check, payable tothe Company, or a wire transfer to the Company in the amount equal to the Exercise Price,multiplied by the number of Option Shares then being issued pursuant to the written notice ofexercise.  Only whole shares shall be issued upon exercise of the Option.”

In all other aspects, the Agreement is ratified and affirmed.

ALL FUELS & ENERGY COMPANY

By: /s/

Dean E. Sukowatey

President

/s/ JEFF HARSCH

Jeff Harsch

CONSULTING AGREEMENT

  This Consulting Agreement is made as of the _____ day of March, 2008, by and between JeffHarsch, a resident of the State of Iowa (“Consultant”), and ALL Fuels & Energy Company, aDelaware corporation (the “Company”).

WHEREAS, the Company is in need of personnel with experience in corporate planning, strategyand negotiations with potential strategic business partners and general business development andplanning; and

WHEREAS, Consultant possesses experience in corporate planning, strategy and negotiationswith potential strategic business partners and general business development and planning; and

WHEREAS, the Company is a publicly-held company and files periodic reports pursuant to therequirements of the Securities Exchange Act of 1934, with its common stock quoted on the OTCBulletin Board under the symbol “AFSE”; and

WHEREAS, the Company desires to hire Consultant and Consultant is willing to accept theCompany as a client.

NOW THEREFORE, in consideration of the mutual covenants herein contained, it is agreed:

  1.  The Company hereby engages Consultant, on a non-exclusive basis, to render consultingservices with respect to corporate planning, strategy and negotiations with potential strategicbusiness partners and general business development and planning.  Consultant hereby acceptssuch engagement and agrees to render such consulting services as are listed on Exhibit “A”attached hereto and made a part hereof, throughout the term of this Agreement.  Consultantagrees that he shall be responsible for ordinary, day-to-day expenses incurred in his performancehereunder. All other expenses, such as traveling and accommodation, shall be negotiated on acase-by-case basis.

    It is further agreed that Consultant shall have no authority to bind the Company to any contractor obligation or to transact any business in the Company’s name or on behalf of the Company, inany manner.  The parties intend that Consultant shall perform his services required hereunder asan independent contractor.

    Notwithstanding anything contained herein to the contrary, it is specifically understood andagreed by the parties that the aforementioned services to be provided by Consultant shall not, inany way, either directly or indirectly, engage in any capital raising efforts on behalf of theCompany or promotion of the Company’s securities.

  2.  The term of this Agreement shall commence upon the mutual execution of this Agreementand shall continue until February 28, 2009.  This Agreement may be terminated by the Company,without cause, on three (3) days’ written notice.

  3.  In consideration of the services to be performed by Consultant, the Company agrees to pay toConsultant the compensation set forth on Exhibit “B” attached hereto and made a part hereof.

  4.  The Company represents and warrants to Consultant that:

    A.  The Company will cooperate fully and timely with Consultant to enable Consultant toperform her obligations hereunder.

    B.  The execution and performance of this Agreement by the Company has been dulyauthorized by the Board of Directors of the Company.

    C.  The performance by the Company of this Agreement will not violate any applicable courtdecree, law or regulation, nor will it violate any provisions of the organizational documents ofthe Company or any contractual obligation by which the Company may be bound.

  5.  Consultant represents and warrants to the Company that Consultant is under no legaldisability with respect to entering into, and performing under, this Agreement.

  6.  Until such time as the same may become publicly known, the parties agree that anyinformation provided to either of them by the other of a confidential nature will not be revealedor disclosed to any person or entity, except in the performance of this Agreement, and uponcompletion of Consultant's services and upon the written request of the Company, any originaldocumentation provided by the Company will be returned to it.  Consultant, including each of hisaffiliates, will not directly or indirectly buy or sell the securities of the Company at any timewhen he or they are privy to non-public information.

    Consultant agrees that he will not disseminate any printed matter relating to the Companywithout prior written approval of the Company.

    Consultant agrees that he will comply with all applicable securities laws, in performing onbehalf of the Company hereunder.

  7.  All notices hereunder shall be in writing and addressed to the party at the address herein setforth, or at such other address as to which notice pursuant to this section may be given, and shallbe given by personal delivery, by certified mail (return receipt requested), Express Mail or bynational or international overnight courier.  Notices will be deemed given upon the earlier ofactual receipt of three (3) business days after being mailed or delivered to such courier service.

    Notices shall be addressed to Consultant at:

      Jeff Harsch

      ___________________

      ___________________

      ___________________

    and to the Company at:

      ALL Fuels & Energy Company

      Attention: Dean E. Sukowatey

      6165 N.W. 86th Street

      Johnston, Iowa 50131

  8.  Miscellaneous.

    A.  In the event of a dispute between the parties arising out of this Agreement, both Consultantand the Company agree to submit such dispute to arbitration before the American ArbitrationAssociation (the “Association”) at its Minneapolis, Minnesota, offices, in accordance with thethen-current rules of the Association; the award given by the arbitrators shall be binding and ajudgment can be obtained on any such award in any court of competent jurisdiction.  It isexpressly agreed that the arbitrators, as part of their award, can award attorneys fees to theprevailing party.

    B.  This Agreement is not assignable in whole or in any part, and shall be binding upon theparties, their heirs, representatives, successors or assigns.

    C.  This Agreement may be executed in multiple counterparts which shall be deemed anoriginal.  It shall not be necessary that each party execute each counterpart, or that any onecounterpart be executed by more than one party, if each party executes at least one counterpart.

    D.  This Agreement shall be governed by, and construed in accordance with, the laws of theState of Iowa.

ALL FUELS & ENERGY COMPANY

By: /s/

Dean E. Sukowatey

President

/s/ JEFF HARSCH

Jeff Harsch

Exhibit “A”

Consulting Agreement

Jeff Harsch

SERVICES TO BE PERFORMED BY CONSULTANT ON BEHALF OF THE COMPANY

The consulting services to be provided by Consultant under the Consulting Agreement to whichthis Exhibit “A” is attached include, but shall not be limited to:

As requested by the Company, corporate planning, strategy and negotiations with potentialstrategic business partners and general business development and planning.

Perform such other tasks may be reasonably requested by the Company.

Consultant shall perform these services with the understanding that the above-referenced serviceswill be performed principally in the United States.

It is understood that there may be times when the Company does not utilize the services or adviceof Consultant.  Any such failure of the Company to use, or seek in writing, Consultant’s adviceand/or services and/or assistance, as set forth herein, shall not be deemed to be non-performancehereunder by Consultant.

Exhibit “B”

Consulting Agreement

Jeff Harsch

COMPENSATION TO BE PAID BY THE COMPANY TO CONSULTANT

As full payment for Consultant’s services under the Consulting Agreement (the “Agreement”) towhich this Exhibit “B” relates, Consultant shall receive options to purchase shares of theCompany’s common stock, as follows:

Consultant represents and warrants that he has investigated the Company, its financial condition,business and prospects, and has had the opportunity to ask questions of, and to receive answersfrom, the Company with respect thereto.  Consultant acknowledges that he is aware that theCompany currently lacks adequate capital to pursue its full plan of business.

1. Number of Shares; Exercise Price.  Pursuant to action taken by the Company’s board ofdirectors, the Company hereby grants to Consultant, in consideration of consulting services to beperformed for the benefit of the Company pursuant to the Agreement, an option (“Option”) topurchase the number of shares of Company common stock (“Option Shares”) set forth below, atthe exercise price set forth below:

Number of Shares: 500,000 shares

    Exercise Price: The average VWAP of the Company’s common stock, as reported by the OTCBulletin Board, for the ten trading days immediately preceding the date of exercise.

2. Method and Time of Exercise. The Option may be exercised, on a weekly basis, beginning onthe date of mutual execution of the Agreement, to purchase a number of shares not to exceed20,000 per week, by written notice delivered to the Company stating the number of OptionShares with respect to which the Option is then being exercised, together with a check, payable tothe Company, or a wire transfer to the Company in the amount equal to the Exercise Price,multiplied by the number of Option Shares then being issued pursuant to the written notice ofexercise.  Only whole shares shall be issued upon exercise of the Option.

3. Term. The Option shall expire concurrently with the term of the Agreement.

4. Tax Withholding. As a condition to exercise of the Option, the Company may requireConsultant to pay to the Company all applicable federal, state and local taxes which theCompany is required to withhold with respect to the exercise of the Option.

5. Transferability. The Option and this Agreement may not be assigned or transferred byConsultant, without the prior written consent of the Company.

6. Consultant Not a Shareholder.  Consultant shall have no right as a shareholder with respect tothe Option Shares issued from time to time upon exercise of the Option until the earlier of:  (A)the date of issuance of a stock certificate or stock certificates to Consultant applicable to theOption Shares then issuable to Consultant upon exercise of the Option; and (B) the date on whichConsultant is recorded as owner of such Option Shares on the Company's stock ledger by theCompany's registrar and transfer agent.  Except as set forth in paragraph 10 below, no adjustmentshall be made for dividends or other rights for which the record date is prior to the earlier of theevent described in clauses (A) and (B) of this paragraph.

7. Restrictions on Transfer. Consultant represents and agrees that, upon Consultant’s exercise ofthe Option, unless there is in effect at that time under the Securities Act of 1933, as amended, aregistration statement relating to the Option Shares, Consultant shall acquire the Option Sharesfor the purpose of investment and not with a view to their resale or further distribution, and that,upon such exercise hereof, Consultant will furnish to the Company a written statement to sucheffect, satisfactory to the Company in form and substance.

8. Shares Qualified for Listing.  The Company represents that its common stock is qualified fortrading or quotation on a nationally recognized securities exchange or stock quotation system,including, without limitation, the OTC Bulletin Board.

9. Status of Shares Underlying the Option Shares. All Option Shares issuable to Consultant shallbe issued pursuant an effective registration statement under the Securities Act of 1933, asamended, including a registration statement on Form S-8.

10. Adjustments.  If there is any change in the capitalization of the Company after the date of theAgreement affecting in any manner the number or kind of outstanding shares of common stockof the Company, whether by stock dividend, stock splits, reclassification or recapitalization ofsuch stock, or because the Company has merged or consolidated with one or more othercorporations, then the number and kind of shares then subject to the Option and the exerciseprice to be paid for the Option Shares shall be appropriately adjusted by the board of directors ofthe Company; provided, however, that in no event shall any such adjustment result in theCompany being required to sell or issue any fractional shares. Any such adjustment shall bemade without change in the aggregate exercise price applicable to the unexercised portion of theOption, but with an appropriate adjustment to the exercise price of each Option Share or otherunit of security then covered by the Option and the Agreement.

11. Cessation of Corporate Existence. Notwithstanding any other provision of this Agreement, inthe event of the reorganization, merger or consolidation of the Company with one or morecorporations as a result of which the Company is not the surviving corporation, or the sale ofsubstantially all of the assets of the Company or of more than fifty percent (50%) of the thenoutstanding stock of the Company to another corporation or other entity in a single transaction,the Option granted hereunder shall terminate; provided, however, that not later than five (5) daysbefore the effective date of such merger or consolidation or sale of assets in which the Companyis not the surviving corporation, the surviving corporation may, but shall not be so obligated to,tender to Consultant an option to purchase a number of shares of capital stock of the survivingcorporation equal to the number of Option Shares then issuable upon exercise of the Option, andsuch new option or options for shares of the surviving corporation shall contain such terms,conditions and provisions as shall be required substantially to preserve the rights and benefits ofthe Option and this Agreement.