ex42.htm


    
      	
              EXHIBIT 4.2

            


    


    THESE SECURITIES, INCLUDING THE SECURITIES INTO WHICH THEY MAY BE
      CONVERTED, HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION
      AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
      NOT
      BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION
      TO
      THE EFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE
      LAWS, RULES AND REGULATIONS.


    ALL FUELS & ENERGY COMPANY

      (Incorporated Under the Laws of the State of
      Delaware)


      5,520,366 COMMON STOCK PURCHASE WARRANTS


      (EACH WARRANT ENTITLES THE HOLDER TO PURCHASE ONE COMMON
      SHARE)

      INITIAL WARRANT EXERCISE PRICE $0.55


    THIS CERTIFIES THAT, for value received, SCOTT D. ZABLER (the “Holder”), as
      registered owner of this Common Stock Purchase Warrant (a “Warrant” or the
“Warrants”), is entitled, at any time that the Holder is a full-time employee of
      the Company or an affiliate of the Company (the “Commencement Date”) or before
      5:00 p.m., Central Time, on the Expiration Date, as that term is defined herein,
      to subscribe for, purchase and receive the above-specified, fully-paid and
      non-assessable Common Shares, $.01 par value per share (the “Common Shares”), of
      ALL Fuels & Energy Company, a Delaware corporation (the “Company”), at the
      purchase price of $0.55 per share (the “Exercise Price”), upon presentation and
      surrender of this Warrant and payment of the Exercise Price for such Common
      Shares of the Company at the principal office of the Company, but only subject
      to the conditions set forth herein. As set forth below, the Exercise Price
      and
      the number of Common Shares purchasable upon exercise of each Warrant may be
      adjusted upon the occurrence of certain events.


    For purposed hereof, the term “Expiration Date” shall mean the date that is
      ten (10) years from the Commencement Date hereof.


    Transfer of Warrants


    Upon due presentment for transfer of this Warrant at the principal office
      of the Company, a new Warrant of like tenor and evidencing, in the aggregate,
      a
      like number of Warrants, subject to any adjustments made in accordance with
      the
      provisions hereof, shall be issued to the transferee in exchange for this
      Warrant, subject to the limitations provided herein, upon payment of any tax
      or
      governmental charge imposed in connection with such transfer.


    Exercise Procedure


    The holder of the Warrants evidenced hereby may exercise all or any whole
      number of such Warrants during the period and in the manner stated herein.
      The
      Exercise Price payable in lawful money of the United States of America and
      in
      cash or by certified or bank cashier’s check or bank draft payable to the order
      of the Company. If, upon exercise of any Warrants evidenced hereby, the number
      of Warrants exercised shall be less than the total number of Warrants so
      evidenced, there shall be issued to the Warrantholder a new Warrant evidencing
      the number of Warrants not so exercised.


    No Warrant may be exercised after 5:00 p.m., Central Time, on the
      Expiration Date and any Warrant not exercised by such time shall become void,
      unless extended by the Company.


    Reservation of Warrant Shares


    The Company covenants that it will, at all times, reserve and have
      available from its authorized shares of Common Stock such number of shares
      of
      Common Stock as shall then be issuable on exercise of all outstanding Warrants.
      The Company covenants that all Warrant Shares, when issued, shall be duly and
      validly issued, fully paid and non-assessable, and free from all taxes, liens
      and charges with respect to the issue thereof.


    Adjustment of Exercise Price and Shares


      A. In the event, prior to the expiration of the Warrants by
      exercise or by their terms, the Company shall issue any of its Common Stock
      as a
      stock dividend or shall subdivide the number of outstanding shares of Common
      Stock into a greater number of shares, then, in either of such events, the
      Exercise Price in effect at the time of such action shall be reduced
      proportionately and the number of shares of Common Stock purchasable pursuant
      to
      the Warrants shall be increased proportionately. Conversely, in the event the
      Company shall reduce the number of its outstanding shares of Common Stock by
      combining such shares into a smaller number of shares, then, in such event,
      the
      Exercise Price in effect at the time of such action shall be increased
      proportionately and the number of shares of Common Stock at that time
      purchasable pursuant to the Warrants shall be decreased proportionately. Such
      stock dividend paid or distributed on the Common Stock in shares of any other
      class of the Company or securities convertible into shares of Common Stock
      shall
      be treated as a dividend paid or distributed in shares of Common Stock to the
      extent shares of Common Stock are issuable on the payment or conversion
      thereof.


      B. In the event, prior to the expiration of the Warrants by
      exercise or by their terms, the Company shall be recapitalized by reclassifying
      its outstanding shares of Common Stock into shares with a different par value,
      or by changing its outstanding Common Stock to shares without par value or
      in
      the event of any other material change of the capital structure of the Company
      or of any successor corporation by reason of any reclassification,
      recapitalization or conveyance, prompt, proportionate, equitable, lawful and
      adequate provision shall be made whereby any holder of the Warrants shall
      thereafter have the right to purchase, on the basis and the terms and conditions
      specified in this Agreement, in lieu of the shares of Common Stock of the
      Company theretofore purchasable on the exercise of any Warrant, such securities
      or assets as may be issued or payable with respect to, or in exchange for,
      the
      number of shares of Common Stock of the Company theretofore purchasable on
      exercise of the Warrants had such reclassification, recapitalization or
      conveyance not taken place; and, in any such event, the rights of any holder
      of
      a Warrant to any adjustment in the number of shares of Common Stock purchasable
      on exercise of such Warrant, as set forth above, shall continue and be preserved
      in respect of any stock, securities or assets which the holder becomes entitled
      to purchase; provided, however, that a merger, acquisition of a going business
      or a portion thereof (whether for cash, stock, notes, other securities, or
      a
      combination of cash and securities), exchange of stock for stock, exchange
      of
      stock for assets, or like transaction involving the Company, in which the
      Company is the surviving entity, will not be considered a “material change” for
      purposes of this paragraph, and no adjustment shall be made hereunder by reason
      of any such merger, acquisition, exchange of stock for stock, exchange of stock
      for assets, or like transaction.


      C. In the event the Company, at any time while the Warrants
      shall remain unexpired and unexercised, shall sell all or substantially all
      of
      its property, or dissolves, liquidates or winds up its affairs, prompt,
      proportionate, equitable, lawful and adequate provision shall be made as part
      of
      the terms of such sale, dissolution, liquidation or winding up such that the
      holder of a Warrant may thereafter receive, on exercise of such Warrant, in
      lieu
      of each share of Common Stock of the Company which such holder would have been
      entitled to receive upon exercise of such Warrant, the same kind and amount
      of
      any stock, securities or assets as may be issuable, distributable or payable
      on
      any such sale, dissolution, liquidation or winding up with respect to each
      share
      of Common Stock of the Company; provided, however, that, in the event of any
      such sale, dissolution, liquidation or winding up, the right to exercise the
      Warrants shall terminate on a date fixed by the Company, such date to be not
      earlier than 5:00 p.m., Central Time, on the 30th day next succeeding the date
      on which notice of such termination of the right to exercise the Warrants has
      been given by mail to the holders thereof at such addresses as may appear on
      the
      books of the Company.


      D. The Warrant shall not entitle the holder thereof to any of
      the rights of shareholders or to any dividend declared on the Common Stock,
      unless the Warrant is exercised and the Warrant Shares purchased prior to the
      record date fixed by the Board of Directors of the Company for the determination
      of holders of Common Stock entitled to such dividend or other right.


      E. No adjustment of the Exercise Price shall be made as a
      result of, or in connection with, (i) the establishment of one or more employee
      stock option plans for employees of the Company, or the modification, renewal
      or
      extension of any such plan, or the issuance of Common Stock on exercise of
      any
      options pursuant to any such plan, (ii) the issuance of individual warrants
      or
      options to purchase Common Stock, the issuance of Common Stock upon exercise
      of
      such warrants or options, or the issuance of Common Stock in connection with
      compensation arrangements for directors, officers, employees, consultants or
      agents of the Company or any Subsidiary, and the like, or (iii) the issuance
      of
      Common Stock in connection with a merger, acquisition of a going business or
      a
      portion thereof (whether for cash, stock, notes, other securities, or a
      combination of cash and securities), exchange of stock for stock, exchange
      of
      stock for assets, or like transaction.


    IN WITNESS WHEREOF, the Company has caused this Warrant to be duly signed
      by its President.


    Dated: November 29, 2007.


    ALL FUELS & ENERGY COMPANY



    By: /s/ DEAN E. SUKOWATEY

        Dean E. Sukowatey

        President

    
      	
               

            
	
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    FORM OF ASSIGNMENT

    To Be Executed by the Registered Holder if He

    Desires to Assign Warrants Evidenced Hereby


    FOR VALUE RECEIVED __________ hereby sells, assigns and transfers unto
      Warrants, evidenced hereby, and does hereby irrevocably constitute and appoint
      Attorney to transfer the said Warrants, evidenced hereby on the books of the
      Company, with full power of substitution.


    Dated: X 

                    Signature


    NOTICE: The above signature must correspond with the name as written upon
      the face of this Warrant in every particular, without alteration or enlargement
      or any change whatsoever.



    Signature Guaranteed: 


      FORM OF ELECTION TO PURCHASE

      To be Executed by the Holder if He Desires

      to Exercise Warrants Evidenced Hereby


    TO: ALL FUELS & ENERGY COMPANY


    The undersigned hereby irrevocably elects to exercise ______________
      Warrants evidenced hereby for, and to purchase hereunder, __________________
      full shares of Common Stock issuable upon exercise of said Warrants and delivery
      of $_____________ and any applicable taxes. The undersigned requests that
      certificates for such shares be issued in the name of:


      

      (Please print name and address)

      


    If said number of Warrants shall not be all the Warrants evidenced hereby,
      the undersigned requests that a new Warrant Certificate evidencing the Warrants
      not so exercised be issued in the name of and delivered to:


      

      (Please print name and address)


    Dated: X 


    NOTICE: The above signature must correspond with the name as written upon
      the face of the within Warrant Certificate in every particular, without
      alteration or enlargement or any change whatsoever, or if signed by any other
      person the Form of Assignment hereon must be duly executed and if the
      certificate representing the shares or any Warrant Certificate representing
      Warrants not exercised is to be registered in a name other than in which the
      within Warrant Certificate is registered, the signature of the holder hereof
      must be guaranteed.


    Signature Guaranteed: 


    SIGNATURE MUST BE GUARANTEED BY A MEDALLION SIGNATURE
      GUARANTY.