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

THESE SECURITIES, INCLUDING THE SECURITIES INTO WHICH THEY MAY BECONVERTED, HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROMREGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, ASAMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSELSATISFACTORY TO THE CORPORATION TO THE EFFECT THAT ANY SUCH PROPOSEDTRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES ANDREGULATIONS.
CONVERTIBLE PROMISSORY NOTE
$11,000.00                                                                                                              January 13, 2009
            FOR VALUE RECEIVED, ALL Fuels & Energy Company, a Delaware corporation(“Maker”), and Dean E. Sukowatey (“Payee”), the undersigned, Maker, promises, pursuant to theterms of this Convertible Promissory Note (the “Note”), to pay to Payee (Payee and any subsequentholders hereof are hereinafter referred to collectively as “Holder”), at 6165 N.W. 86th Street,Johnston, Iowa 50131, or at such other place as Holder may designate to Maker in writing from timeto time, the amount of ELEVEN THOUSAND AND NO/100 DOLLARS ($11,000.00), togetherwith interest thereon at the rate of ten percent (10%) per annum until paid, which shall be due andpayable on demand.
The indebtedness, or any portion thereof, evidenced hereby may, at any time and from time to time,at Holder’s sole option, be converted into shares of Maker’s $.001 par value common stock at therate of one share for every $.01 of indebtedness so converted.  Holder shall deliver to Maker, at theaddress set forth above, a written notice of his intent to convert some or all of the indebtedness intoshares of common stock of Maker, which notice shall set forth the amount of indebtedness whichis to be so converted.
The indebtedness evidenced hereby may be prepaid in whole or in part, at any time and from timeto time, without premium or penalty.
All payments due pursuant to this Note shall be made in lawful money of the United States ofAmerica in immediately available funds, at the address of Payee indicated above, or such other placeas Holder shall designate in writing to Maker.  If any payment on this Note shall become due on aday which is not a Business Day (as hereinafter defined), such payment shall be made on the nextsucceeding Business Day and any payment made pursuant to the foregoing shall not be deemed latefor purposes of assessing interest pursuant to the preceding paragraph. As used herein, the term“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which nationalbanking associations are authorized to be closed.
As used herein, the terms “Maker” and “Payee” shall be deemed to include their respectivesuccessors, legal representatives, and assigns, whether by voluntary action of the parties or byoperation of law.
In the event this Note is placed in the hands of an attorney for collection, or if Holder incurs anycosts incident to the collection of the indebtedness evidenced hereby, Maker and any endorsershereof agree to pay to Holder an amount equal to all such costs, including without limitation allreasonable attorneys’ fees and all court costs.
This Note shall be the obligation of all Makers, endorsers, guarantors and sureties, if any, as mayexist now or hereafter in addition to Maker, and shall be binding upon them and their respectiveheirs, administrators, executors, legal representatives, successors, and assigns and shall inure to thebenefit of Payee and his heirs, administrators, executors, legal representatives, successors andassigns.
Notwithstanding any provision to the contrary contained herein or in any other document, it isexpressly provided that in no case or event shall the aggregate of any amounts accrued or paidpursuant to this Note or any other document which, under applicable laws, are or may be deemed toconstitute interest, ever exceed the maximum non-usurious interest rate permitted by applicable Iowaor federal laws, whichever permit the lower rate. In this connection, Maker and Payee stipulate andagree that it is their common and overriding intent to contract in strict compliance with applicableusury laws. In furtherance thereof, none of the terms of this Note shall ever be construed to createa contract to pay, as consideration for the use, forbearance or detention of money, interest at a ratein excess of the maximum rate permitted by applicable laws.  Maker shall never be liable for interestin excess of the maximum rate permitted by applicable laws. If, for any reason whatever, suchinterest paid or received during the full term of the applicable indebtedness produces a rate whichexceeds the maximum rate permitted by applicable laws, Holder shall credit against the principal ofsuch indebtedness (or, if such indebtedness shall have been paid in full, shall refund to the payor ofsuch interest) such portion of said interest as shall be necessary to cause the interest paid to producea rate equal to the maximum rate permitted by applicable laws. All sums paid or agreed to be paidto Payee for the use, forbearance, or detention of money shall, to the extent permitted by applicablelaw, be amortized, prorated, allocated, and spread throughout the full term of the applicableindebtedness. The provisions of this paragraph shall control all agreements, whether now or hereafterexisting and whether written or oral, between Maker and Payee.
THIS CONVERTIBLE PROMISSORY NOTE AND ALL OTHER WRITTEN AGREEMENTSEXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENTBETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THEREARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
                                                                        ALL FUELS & ENERGY COMPANY
                                                                        By: /s/ DEAN E. SUKOWATEY
                                                                                    Dean E. Sukowatey
                                                                                    President