MEMORANDUM
        OF TERMS

      FOR
        STRATEGIC PARTNERING RELATIONSHIP BETWEEN

      BIOGOLD
        FUELS CORP. AND GREEN UNIVERSAL ENERGY

      


      NOVEMBER
        27, 2007


       

        
          

        

      

      This
        binding memorandum summarizes the principal terms of the strategic partnering
        relationship between Biogold Fuels Corp. and Green Universal Energy,
        LLC.

       

      
        	
                Terms

              	 
	 	 
	
                Technologies:

                 

              	
                On
                  or before 2/28/08, Green Universal Energy LLC (“GUE”) will source and
                  provide to Biogold Fuels Corp. (“BGF”) three separate “Conversion
                  Packages” suitable for licensing or use by BGF on commercially reasonable
                  terms and conditions. “Conversion Package” shall mean a complete package
                  of technologies and technical know-how and plans sufficient to
                  convert
                  biomass feedstocks into synthetic diesel fuel or other mutually
                  acceptable
                  energy sources for the incorporation into waste to energy conversion
                  facilities.

              
	 	 
	
                Exclusivity/ROFR:

                 

              	
                GUE
                  may provide similar services to others; provided, however, GUE
                  agrees to
                  give BGF a right of first refusal on any project (in the United
                  States)
                  covering the conversion of feedstock to energy. This right of first
                  refusal shall not apply to projects in which GUE’s project partner has
                  pre-existing tipping fee agreements. BGF shall have the right of
                  first
                  refusal for a 30 day period after receiving notice from GUE within
                  which
                  to notify GUE if it intends to pursue said project. GUE may have
                  other
                  projects outside the United States and it may offer said projects
                  to BGF
                  on a non-exclusive basis if the parties mutually
                  agree.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                Funding:

                 

              	
                Stage
                  1:
                  On or before 12/31/07, GUE shall introduce investors to BGF who
                  shall
                  invest by 12/31/07 at least $250,000 under the terms of BGF’s then current
                  private placement memorandum, which is a purchase price of $0.50
                  per share
                  (“First Stage Funding”).

                 

                Within
                  15 days after completion of the First Stage Funding, BGF shall
                  cause to be
                  transferred 500,000 shares of BGF common stock to Moshe Krienberg
                  and
                  500,000 shares of BGF common stock to Alan Richmond.

                 

                Stage
                  2:
                  On or before 6/30/08, GUE shall introduce investors to BGF who
                  shall
                  finance by 6/30/08 BGF’s first waste to energy conversion facility as well
                  as BGF’s operational expenses for the period of one year after the
                  commencement of operations under mutually acceptable terms and
                  conditions
                  (“Second Stage Funding”). On or before 3/31/08, BGF shall provide to GUE
                  the following bankable contracts: i) power purchase agreement(s),
                  ii)
                  fuel/oil agreement(s), and iii) tipping fee agreement(s).

                 

                Within
                  15 days after completion of the Second Stage Funding, BGF shall
                  cause to
                  be transferred 1,000,000 shares of BGF common stock to Moshe Krienberg
                  and
                  1,000,000 shares of BGF common stock to Alan Richmond.

                 

                Stage
                  3:
                  On or before 6/30/09, GUE shall introduce investors to BGF who
                  shall
                  finance by 6/30/09 BGF’s second waste to energy conversion facility as
                  well as BGF’s operational expenses for the period of one year after the
                  commencement of operations at the second plant under mutually acceptable
                  terms and conditions (“Third Stage Funding”). 

                 

                Within
                  15 days after completion of the Third Stage Funding, BGF shall
                  cause to be
                  transferred 500,000 shares of BGF common stock to Moshe Krienberg
                  and
                  500,000 shares of BGF common stock to Alan Richmond.

              
	 	 
	
                Equity
                  Terms:

                 

              	
                Based
                  upon BGF’s current valuation, BGF values the total 4,000,000 shares to be
                  transferred to GUE and the services to be provided by GUE for those
                  shares
                  at $400,000, the equivalent of $0.10 per share. This amount shall
                  be
                  utilized in all calculations and valuations of the shares.

                 

                BGF
                  shall file a registration statement to register each of the 3 Share
                  issuances within 90 days of each of the Stage Funding share
                  issuances.

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	
                Expenses:

              	
                BGF
                  shall pay all reasonable expenses of GUE as long as such expenses
                  are
                  approved in advance in writing by BGF’s CFO.

              
	 	 
	
                Mutual
                  Cooperation:

              	
                Both
                  parties shall cooperate with each other in good faith and put forth
                  its
                  best efforts to ensure the success of this strategic
                  partnership.

              
	 	 
	
                Binding
                  Agreement:

              	
                Although
                  the parties intend and understand that this memorandum is binding,
                  the
                  parties intend to memorialize the terms of this memorandum with
                  a more
                  definitive long form agreement incorporating these terms within
                  45 days of
                  this memorandum.

              
	 	 
	
                Breach
                  of Agreement:

              	
                If
                  any dispute arises regarding this memorandum, the parties agree
                  to binding
                  arbitration of the dispute with the prevailing party in said arbitration
                  entitled to reasonable attorney fees. If BGF breaches this memorandum,
                  GUE
                  shall still be entitled to any shares earned through the date of
                  said
                  breach and the shares underlying registration
                  rights.

              


      

      


      Acknowledged
        and agreed:

       

       

      
        	Biogold
                Fuels Corp: 	 	
                /s/
                  Chris Barsness

              	 	
                Date:

              	 	
                 11/27/07

              
	 	 	
                Chris
                  Barsness, CFO

              	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Green
                Universal Energy, LLC: 	 	
                /s/ Moshe
                  Krienberg

              	 	
                Date:

              	 	
                11/27/07

              
	
                 

              	
                 

              	
                Moshe
                  Krienberg

              	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                Green Universal Energy, LLC: 

              	
                 

              	
                /s/
                  Alan Richmond

              	 	
                Date:


              	 	
                11/27/07

              
	
                 

              	
                 

              	
                Alan
                  Richmond

              	 	 	 	 


      

       

      
        
           

        

        
          3