Exhibit 10.1


    


     

    


     

    ACQUISITION
      AGREEMENT BETWEEN

    


     

    


     

    
      	 	
              1.

            	
              The
                Four Rivers BioEnergy Company
                Inc.

            


    

     

    
      	 	
              2.

            	
              VARIOUS
                SHAREHOLDERS
                (Shareholders)

            


    

     

    
      	 	
              3.

            	
              MED-TECH
                SOLUTIONS, INC.
                (Purchaser)

            


    

     

    


     

    


     

    THIS
      AGREEMENT IS NOT A PROSPECTUS PURSUANT TO SECTIONS 5 OR 10 OF THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES TO WHICH THIS
      AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
      SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD,
      DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT IN ACCORDANCE WITH THE
      PROVISIONS OF REGULATION D PROMULGATED UNDER THE 1933 ACT, PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL
      APPLICABLE SECURITIES LAWS. 

     

    
 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    AN
      AGREEMENT dated 26 March of 2007

     

    AMONG

     

    
      	 	
              1.

            	
              THE
                FOUR RIVERS BIOENERGY COMPANY INC., a Kentucky corporation with the
                Kentucky organization number of 0659433, with its principal office
                located
                at c/o Jack Dunigan, 9 Lamb Road, Benton, Kentucky 42025 (the “Company”);
                and

            


    

     

    
      	 	
              2.

            	
              THE
                PERSONS WHOSE NAMES AND ADDRESSES are set out in the first column
                of
                Schedule 2 being all of the shareholders of the Company (the
                “Shareholders”).

            


    

     

    
      	 	
              3.

            	
              MED-TECH
                SOLUTIONS, INC., a corporation incorporated and registered in accordance
                with the laws of the State of Nevada, USA and having its principal
                office
                located at Suite 2200-1177 West Hastings Street, Vancouver, British
                Columbia, Canada, V6E 2K3, USA (the “Purchaser”);
                

            


    

     

     

    WHEREAS:

     

    
      	 	
              A.

            	
              The
                Company has developed plans for the construction, ownership and management
                of seed processing facilities and refineries for the production of
                ethanol
                and bio-diesel products and for the sale and distribution of such
                products.

            


    

     

    
      	 	
              B.

            	
              The
                Purchaser is a United States developmental stage reporting company
                which
                wishes to diversify its business interests and has agreed to collaborate
                in developing the Company’s activities. The Purchaser intends to assist
                the Company by raising finance in support of the Company’s planned
                activities.

            


    

     

    
      	 	
              C.

            	
              The
                Parties consider that their mutual interests will be best served
                if the
                Purchaser acquires ownership of all of the issued and outstanding
                shares
                of the Company’s common stock.

            


    

     

    
      	 	
              D.

            	
              Accordingly
                the Parties have agreed to enter into this Agreement to provide for
                the
                financing of the Company’s planned activities and the acquisition by the
                Purchaser of all of the Company’s issued and outstanding shares of common
                stock.

            


    

     

     

     

    NOW,
      THEREFORE, IT IS AGREED AS FOLLOWS: 

     

    
      	
              1.

            	
              Definitions
                and Interpretations

            


    

     

    
      	
              1.1

            	
              In
                this Agreement:

            


    

     

    
      	
              “Acquisition
                Shares”

               

            	
              means
                the 850 Shares to be acquired, on Completion, by the Purchaser from
                the
                Shareholders.

               

            
	
              “Agreement”

               

            	
              means
                this agreement, dated March 26, 2007.

               

            
	
              “Allotment
                Shares”

               

            	
              means
                the 150 Shares to be allotted and issued to the Purchaser and which
                shall
                on allotment and issue on Completion constitute 15% of all of the
                issued
                and outstanding Shares of the Company (including Shares beneficially
                owned
                by the Shareholders).

               

            
	
              “Business”

               

            	
              means
                the business activities which the Company plans to undertake and
                which the
                Purchaser will acquire, including building and commissioning an ethanol
                and a biodiesel production plant and associated facilities in the
                State of
                Kentucky, U.S.A. and engagement in the sale and distribution of such
                ethanol and biodiesel products together with other associated and
                complementary activities, and consisting of the business activities
                described in the Business Plan.

               

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              “Business
                Day”

               

            	
              means
                any day other than Saturday, Sunday or other day on which commercial
                banks
                in The City of New York are authorized or required by law to remain
                closed.

               

            
	
              “Business
                Plan”

               

            	
              means
                the business plan prepared on behalf of the Company as set out in
                Schedule
                8. 

               

            
	
              “Business
                Transfer Agreement”

               

            	
              means
                the agreement relating to the transfer of the Pre Completion Business
                from
                the Purchaser to a subsidiary company established for the purpose
                of
                receiving the Pre Completion Business.

               

            
	
              “Claim”

               

            	
              means
                a claim or claims pursuant to the Warranties. 

               

            
	
              “Company
                Financial Statements”

               

            	
              means
                the consolidated financial statements of the Company for the period
                from
                inception to March 31, 2007 (or such other period as may be permitted
                in
                writing by the Purchaser), reviewed and audited by an independent
                registered certified public accounting firm which is registered with,
                and
                has audited the consolidated financial statements in accordance with
                the
                standards of, the Public Company Accounting Oversight Board (United
                States
                of America) (“PCAOB”).

               

            
	
              “Completion
                Agreements”

               

            	
              means
                the agreements set out in Schedule 7.

               

            
	
              “Company’s
                Lawyers”

               

            	
              means
                the law firm appointed by the Company. 

               

            
	
              “Completion
                Date”

               

            	
              means
                date upon which Completion is to take place as identified in Clause
                8.2.

               

            
	
              “Completion”

               

            	
              means
                completion of the sale and purchase of the Acquisition
                Shares.

               

            
	
              “Consideration
                Shares”

               

            	
              means
                40,665,000 Securities of the Purchaser to be issued and allotted
                to the
                Shareholders pursuant to Clause 8.7
                in
                the proportions and numbers identified in Schedule 2.

               

            
	
              “Disclosure
                Letter”

               

            	
              means
                any disclosure letter to be delivered to the Purchaser by the Company
                containing disclosures made by the Company and the Shareholders pursuant
                to this Agreement in accordance with clause 8.

               

            
	
              “Encumbrance”

               

               

               

               

               

               

               

            	
              means
                any interest or equity of any person (including any right to acquire,
                option or right of pre-emption) or any mortgage, deed of trust, claim,
                charge, pledge, lien, assignment, hypothecation, security interest,
                covenant, restriction, easement, preemptive right, title retention,
                security agreement or any other encumbrance or charge of any
                kind.

               

            
	
              “Financial
                Statements”

               

            	
              means
                statements relating to the Company for the period from inception
                to June
                30, 2007, which have been reviewed by an independent registered certified
                public accounting firm in accordance with PCAOB standards. 

               

            
	
              “Initial
                Funding” 

               

            	
              means
                an amount equal to US$2,000,000 which the Purchaser intends to raise
                for
                the purposes of this Agreement through the Private Placement to be
                used
                for the purposes set out and contemplated in this Agreement.

               

            
	
              “Initial
                Funding Agreements”

               

            	
              means
                the agreements and the list of expenditures set out in Schedule 6
                (Parts I
                and II). 

               

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    
      	
              “Initial
                Funding Completion”

               

            	
              means
                the transfer of the Initial Funding to the Company and issue of the
                Allotment Shares in accordance with Clause 5 hereof.

               

            
	
              “Interim
                Period”

               

            	
              means
                a period of time starting on the date of the Initial Funding Completion
                and ending on Completion Date.

               

            
	
              “Management
                Accounts”

               

            	
              means
                the accounts to be periodically supplied to the Purchaser during
                the
                Interim Period, and to be used for the purposes of supplementary
                due
                diligence, including at the end of the Interim Period a balance sheet
                setting out the Company’s assets and liabilities.

               

            
	
              “Main
                Funding”

               

            	
              means
                the raising through Private Placement of a minimum of US$35,000,000
                or
                such larger amount as may be agreed to by the Parties.

               

            
	
              “Purchaser’s
                Lawyers”

               

            	
              means
                the law firm appointed by the Purchaser. 

               

            
	
              “Purchaser
                Representative”

               

            	
              means
                a director of the Company or his alternate appointed from time to
                time by
                the majority of the board of directors of the Purchaser then in
                place.

               

            
	
              “Party”
                and “ Parties”

               

            	
              means
                the Purchaser, the Company and the Shareholders being collectively
                referred to as the “Parties”.

               

            
	
              “Pre-Completion
                Business”

               

            	
              means
                the business conducted by the Purchaser immediately prior to execution
                of
                the Business Transfer Agreement.

               

            
	
              “Principal
                Market”

               

            	
              means
                the Over-The-Counter Bulletin Board quotation service, or if the
                Securities are then traded on another quotation service or on a national
                securities exchange, such quotation service or national securities
                exchange.

               

            
	
              “Private
                Placement”

               

            	
              means
                the private placement of Securities of the Purchaser in order to
                achieve
                the Initial Funding and Main Funding in aggregate of not less than
                US$40,800,000, to accredited investors pursuant to Regulation S
                promulgated under the Securities Act of 1933, or as may be agreed
                to
                otherwise by the Parties.

               

            
	
              “Project
                Overview”

               

            	
              means
                the Project Overview section contained in Part 1 of the Business
                Plan.

               

            
	
              “Purchaser
                Warranties”

               

            	
              means
                the warranties extended by the Purchaser to the Shareholders as set
                out in
                Schedule 5.

               

            
	
              “Restriction
                Provisions”

               

            	
              means
                in the case of the Shareholders, the restriction provisions on the
                sale
                and transfer of the Consideration Shares set out in Clause 9 and
                in the
                case of the Purchaser the restriction provisions on the sale and
                transfer
                of the Allotment Shares and the Acquisition Shares set out in Clause
                9.

               

            
	
              “Shares”

               

            	
              means
                the shares of common stock, $0.001 par value per share, of the
                Company.

               

            
	
              “Shareholders”

               

            	
              means
                the persons whose names and addresses are set out in the first column
                of
                Schedule 2 and being all of the registered owners of the Shares and
                all of
                the shareholders of the Company as set out opposite their names in
                Schedule 2. 

               

            
	
              “Securities”

               

            	
              means
                the shares of common stock, $0.001 par value per share, of the
                Purchaser.

               

            
	
              “Subsidiary”

               

            	
              means
                The Four Rivers BioEthanol Company Limited, a company formed and
                registered under the laws of England and Wales, the entire share
                capital
                of which is owned by the Company. 

               

            
	
              “Warranties”

               

               

               

            	
              means
                the warranties extended by the Shareholders to the Purchaser and
                by the
                Purchaser to the Shareholders as the context requires as such warranties
                are set out in Schedule 4 and Schedule 5 as applicable.

               

            


    

    
      	
              1.2

            	
              Any
                reference, express or implied, to an enactment includes references
                to:

            


    

     

    
      	 	
              (a)

            	
              that
                enactment as amended, extended or applied by or under any other enactment
                before or after this Agreement;
                and;

            


    

     

    
      	 	
              (b)

            	
              any
                enactment which that enactment re-enacts (with or without modification);
                and

            


    

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              any
                subordinate legislation made (before or after this Agreement) under
                any
                enactment, including one within (a) or (b)
                above.

            


    

     

    
      	
              1.3

            	
              Words
                denoting persons shall include corporate bodies and unincorporated
                associations of persons.

            


    

     

    
      	
              1.4

            	
              The
                headings and section references in this Agreement are for convenience
                of
                reference only and do not form a part of this Agreement and are not
                intended to interpret, define or limit the scope, extent or intent
                of this
                Agreement or any provision thereof.

            


    

     

    
      	
              1.5

            	
              Reference
                to a document being in the agreed form is to a document initialed
                by or on
                behalf of the Parties for the purposes of
                identification.

            


    

     

    
      	
              1.6

            	
              Save
                where specifically provided otherwise all obligations undertaken
                by more
                than one individual being a Party to this Agreement are undertaken
                jointly
                and severally.

            


    

     

    
      	
              1.7

            	
              Upon
                termination for any reason, the Parties shall be relieved of any
                further
                obligations or commitments pursuant to this Agreement including,
                but
                without limitation, save and except for the obligations of either
                of the
                Parties to compensate the other pursuant to Clause 16.5 and 16.6
                and to
                the continuation of the confidentiality obligations contained in
                Clause
                20.6. 

            


    

     

    
      	
              2.

            	
              Allotment
                Shares and Acquisition Shares


            


    

     

    
      	
              2.1

            	
              Subject
                to the terms of this Agreement the Purchaser
                shall:

            


    

     

    
      	 	
              2.1.1

            	
              simultaneously
                with Initial Funding Completion subscribe for and be issued and allotted
                the Allotment Shares credited as fully paid at par value of $0.001
                each.

            


    

     

    
      	 	
              2.1.2

            	
              on
                Completion Date simultaneously with Completion acquire the Acquisition
                Shares from the Shareholders.

            


    

     

    On
      Completion Date simultaneously with Completion, the Shareholders shall transfer
      to the Purchaser the number of Acquisition Shares set out opposite their
      respective names in Schedule 2. 

     

    
      	
              2.2

            	
              The
                Purchaser shall not be obliged to accept the transfer of any of the
                Acquisition Shares or release the Main Funding to the Company unless
                the
                transfer of all of the Acquisition Shares takes place simultaneously
                with
                Completion, unless agreed to otherwise in writing by the
                parties.

            


    

     

    
      	
              2.3

            	
              The
                Acquisition Shares shall be transferred by the Shareholders free
                from any
                Encumbrances and each of the Shareholders hereby waives any right
                of
                pre-emption or other restriction on transfer in respect of the Acquisition
                Shares or any of them conferred on each of the Shareholders pursuant
                to
                the corporate laws of the State of Kentucky or otherwise.
                

            


    

     

    
      	
              2.4

            	
              The
                Shareholders individually and collectively hereby acknowledge
                that:

            


    

     

    
      	 	
              2.4.1

            	
              the
                authorized amount of capital stock of the Company shall not be increased
                or altered in any way between the date of Initial Funding Completion
                and
                the earlier of (i) the Completion Date and (ii) the last day of the
                Interim Period; 

            


    

     

    
      	 	
              2.4.2

            	
              the
                issued and outstanding amount of capital stock of the Company shall
                not be
                increased or altered in any way between the date of Initial Funding
                Completion and the earlier of (i) the Completion Date and (ii) the
                last
                day of the Interim Period; 

            


    

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	 	
              2.4.3

            	
              none
                of the Shareholders shall transfer or otherwise dispose of his or
                its
                interest in the Acquisition Shares between the date of this Agreement
                and
                the earlier of (i) the Completion Date and (ii) the last day of the
                Interim Period.

            


    

     

    
      	
              2.5

            	
              It
                is acknowledged that the agreement of the Shareholders to transfer
                the
                Acquisition Shares and of the Purchaser to acquire them represent
                irrevocable commitments subject only to the conditions precedent
                to
                Completion set out in Clause 8.1 and to termination of this Agreement
                before Completion pursuant to clauses 16.2, 16.3 or
                16.5.

            


    

     

    
      	
              3.

            	
              Consideration
                for the Acquisition Shares

            


    

     

    
      	
              3.1

            	
              The
                consideration for the transfer of the Acquisition Shares to the Purchaser
                shall be the issue and allotment by the Purchaser to the Shareholders
                or
                their nominees on Completion of the number of Consideration Shares
                set out
                opposite to their respective names in Schedule
                2.

            


    

     

    
      	
              3.2

            	
              The
                Consideration Shares shall be issued by the Purchaser as fully paid
                and
                non-assessable and shall rank pari passu in all respects with the
                issued
                and outstanding Securities of the Purchaser at
                Completion.

            


    

     

    
      	
              3.3

            	
              The
                Consideration Shares shall, at the Completion Date represent 31.75%
                percent of all of the issued and outstanding Securities of the
                Purchaser.

            


    

     

    
      	
              4.

            	
              Finance

            


    

     

    
      	
              4.1

            	
              The
                Initial Funding to the extent not already raised prior to the date
                hereof
                shall be raised by Private Placement as soon as practicable following
                the
                date of this Agreement. The Initial Funding shall be used during
                the
                Interim Period to meet expenditure connected with setting up and
                establishing the Business. The Business Plan contains details of
                expenditure to be incurred during the Interim Period and Schedule
                6 Part
                II contains a list of expenditure for which the Initial Funding may
                be
                used. Certain items of expenditure identified as certain pre contract
                expenses incurred by the Subsidiary prior to December 31, 2006 shall
                only
                be settled and paid on Completion, and certain pre contract expenses
                incurred by the Subsidiary after January 1, 2007 as more fully identified
                in this list in Schedule 6 Part II shall only be settled and paid
                on
                Initial Funding Completion. If there is any discrepancy between the
                Business Plan and the list of items in Schedule 6 Part II, for the
                purposes of interpretation, this list shall prevail.
                

            


    

     

    
      	
              4.2

            	
              It
                is intended that the Initial Funding shall be transferred and made
                available to the Company in exchange for the Allotment Shares. The
                Initial
                Funding of US$2,000,000 shall be applied on Initial Funding Completion
                in
                payment for the Allotment Shares pursuant to Clause
                5.

            


    

     

    
      	
              4.3

            	
              As
                and with effect from Initial Funding Completion, the Purchaser shall
                be
                entitled to be represented, at its option, on the board of directors
                of
                the Company, by the Purchaser Representative, whose appointment shall
                be
                secured by having each of the Shareholders enter into a voting agreement
                for the sole purpose contemplated in this Clause 4.3, a form of which
                is
                annexed hereto as Exhibit 1. The Purchaser shall be entitled to remove
                the
                Purchaser Representative and appoint a replacement at any time by
                having
                all of the Shareholders vote to remove the Purchaser Representative
                and
                appoint a replacement upon notification of such by the Purchaser.
                Any
                subsequent appointment to the initial appointment and any removal
                shall be
                made by notice in writing served on the Company and shall take effect
                upon
                service of the notice. The Company, all if its directors and all
                of the
                Shareholders shall take any and all actions necessary to approve
                such
                subsequent appointment. The Purchaser Representative, or his duly
                appointed alternate, shall have the same right to attend Company
                board
                meetings and to call upon the board of the Company to convene meetings
                as
                the other directors and shall have the same rights of access to the
                Company’s accounts, records and papers as other directors.
                The board of directors shall meet regularly (as necessary by telephone
                conference call) during the Interim Period, and
                not

            


    

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    less
      often than once a month. During the Interim Period the Purchaser Representative
      (or his alternate) shall be a necessary attendee for a quorum and for the
      purposes of this Agreement the Company’s By-laws shall be deemed to have been
      adopted and amended accordingly. 

     

    
      	
              4.4

            	
              The
                Purchaser intends to raise the Main Funding during the Interim Period
                and
                undertakes with the Company with respect to such arrangements as
                follows:

            


    

     

    
      	 	
              4.4.1

            	
              to
                endeavor to raise the Main Funding through a Private Placement of
                its
                Securities;

            


    

     

    
      	 	
              4.4.2

            	
              that
                such Private Placement shall be solicited based on the offering documents
                (prepared by the Purchaser’s designated attorneys) and shall be managed
                and administered in conformity with US securities laws and rules
                and
                regulations applicable to the issuance of stock in corporations quoted
                on
                the Principal Market and their state of
                incorporation;

            


    

     

    
      	 	
              4.4.3

            	
              that
                in collaboration with its agents and representatives it will proceed
                diligently with actions required to achieve the Main Funding within
                the
                Interim Period;

            


    

     

    
      	 	
              4.4.4

            	
              that
                it will advise the Company as to the progress of the Main Funding
                initiatives in response to requests for information;
                

            


    

     

    
      	 	
              4.4.5

            	
              that
                it will provide the Company with a draft copy of the Private Placement
                Memorandum to be used in the Main Funding at least 2 Business Days
                before
                it is released to potential
                investors;

            


    

     

    
      	 	
              4.4.6

            	
              that
                it will incorporate reasonable amendments to the Private Placement
                Memorandum requested by the Company’s directors before issuance to
                potential investors, unless such amendments would cause or could
                lead to a
                violation of any law or regulation in the opinion of, or are otherwise
                reasonably deemed unnecessary by, the Purchaser’s Lawyers;
                and

            


    

     

    
      	 	
              4.4.7

            	
              that
                as soon as practicable after obtaining confirmation that the Private
                Placement funds for the full amount of the Main Funding together
                with the
                copies of the appropriate offering documents executed by all of the
                potential investors have been received by the Purchaser’s Lawyers and the
                escrow agent for the Main Funding, it will advise the Company that
                such
                funds have been received. 

            


    

     

    
      	
              4.5

            	
              Availability
                of the Main Funding will depend upon the Purchaser through the placement
                agents attracting investors willing to invest, in total, an amount
                equal
                to such Main Funding. Success may be affected by, amongst other factors,
                volatility in the markets. As the Company and the Shareholders hereby
                acknowledge, that the Purchaser does not undertake or guarantee that
                it
                will necessarily be successful in its endeavors to raise the Main
                Funding
                and they further acknowledge that the Purchaser does not accept any
                liability towards them if it fails in its endeavors.
                

            


    

     

    
      	
              5.

            	
              Initial
                Funding Completion

            


    

     

    
      	
              5.1

            	
              Initial
                Funding Completion shall be conditional upon execution of the Initial
                Funding Agreements. The Shareholders shall take appropriate action
                to
                ensure that the Company and the Subsidiary enter into the Initial
                Funding
                Agreements as soon as practicable following the date of this Agreement.
                Following execution of all of the Initial Funding Agreements, the
                Company
                shall notify the Purchaser in writing that they have been executed
                and
                shall provide certified copies of them with such notification.
                

            


    

     

    
      	
              5.2

            	
              Initial
                Funding Completion shall take place at the offices of Purchaser’s Lawyers
                on a date to be agreed between the Parties which shall be within
                7 days of
                the date of notification pursuant
                to

            


    

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Clause
      5.1 above. In the absence of agreement as to a date, Initial Funding Completion
      shall take place on the date which is 7 days after the date of notification
      pursuant to clause 5.1 or the first Business Date to occur thereafter. If
      Initial Funding Completion has not taken place within 28 days of the date of
      this Agreement, each of the Parties shall be entitled to terminate this
      Agreement by service of a notice in writing on the others pursuant to clause
      16.2.

     

    
      	
              5.3

            	
              The
                subscription price for the Allotment Shares shall be the amount of
                the
                Initial Funding and shall be paid to the Company on the date of Initial
                Funding Completion. 

            


    

     

    
      	
              5.4

            	
              On
                Initial Funding Completion in consideration for and subject to the
                payment
                of the subscription price in accordance with Clause 5.3 above, the
                Company
                shall:

            


    

     

    
      	 	
              5.4.1

            	
              allot
                and issue to the Purchaser the Allotment Shares credited as fully
                paid and
                non assessable;

            


    

     

    
      	 	
              5.4.2

            	
              deliver
                to the Purchaser a duly executed share certificate in respect of
                the
                Allotment Shares; and

            


    

     

    
      	 	
              5.4.3

            	
              deliver
                to the Purchaser a certified copy of the minutes of the meeting of
                its
                board of directors as referred to in Clause 5.5
                below.

            


    

     

    
      	
              5.5

            	
              On
                or before the Initial Funding Completion the directors of the Company
                shall hold a meeting at the offices of the Company’s Lawyers or a mutually
                agreed location to:

            


    

     

    
      	 	
              5.5.1

            	
              approve
                the allotment and issue to the Purchaser of the Allotment
                Shares;

            


    

     

    
      	 	
              5.5.2

            	
              instruct
                the secretary of the Company to enter the Purchaser into the corporate
                book of the Company as the owner of the Allotment Shares;
                

            


    

     

    
      	 	
              5.5.3

            	
              approve
                the appointment of the Purchaser Representative to the Company’s board of
                directors (if the Purchaser shall elect to exercise his right to
                do so
                pursuant to Clause 5.6 below); and 

            


    

     

    
      	 	
              5.5.4

            	
              and
                file appropriate filings with the Secretary of State of the State
                of
                Kentucky.

            


    

     

    The
      Purchaser shall, on Initial Funding Completion, subscribe in cash US$2,000,000
      as consideration for the Allotment Shares. 

     

    
      	
              5.6

            	
              On
                or before the Initial Funding Completion, the Purchaser shall be
                entitled
                to appoint at its option the Purchaser Representative to the board
                of
                directors of the Company and the Shareholders shall take any and
                all
                actions necessary to approve such
                appointment.

            


    

     

    
      	
              5.7

            	
              The
                Shareholders undertake with the Purchaser to procure that the Company
                complies with its obligations as set out in this Clause
                5.

            


    

     

    
      	
              6.

            	
              Interim
                Period Management

            


    

     

    
      	
              6.1

            	
              The
                Parties recognize the importance to the success of the Business
                of:

            


    

     

    
      	 	
              6.1.1

            	
              ensuring
                that the provisions of the Interim Funding Agreements are implemented
                in
                accordance with their terms and within the periods of time for the
                implementation of such provisions as identified in the Business Plan;
                and

            


    

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    
      	 	
              6.1.2

            	
              signing
                the Completion Agreements during the Interim Period and implementing
                the
                provisions of such Completion Agreements to the extent such provisions
                are
                capable of being implemented within the Interim
                Period.

            


    

     

    
      	
              6.2

            	
              During
                the Interim Period the Company and its Business shall be actively
                and
                diligently managed with a view to achieving the objectives set out
                in the
                Business Plan. In particular the Company:
                

            


    

     

    
      	 	
              6.2.1

            	
              shall
                use its best efforts to execute an agreement or agreements for the
                acquisition of an interest freehold/leasehold in a site for the
                construction of the Plant.

            


    

     

    
      	 	
              6.2.2
                

            	
              shall
                use its best efforts to execute agreements with the suppliers of
                feedstock/raw materials and with customers for ethanol and bio-diesel
                products on terms which are consistent with the financial projections
                and
                financial model contained in the Business Plan;
                and

            


    

     

    
      	 	
              6.2.3

            	
              shall
                not establish and/or form any subsidiary affiliate or associate companies
                and shall not enter into any joint ventures or other forms of partnership
                with any third parties unless approved by the Purchaser in
                writing.

            


    

     

    
      	 	
              6.2.4

            	
              shall
                only enter into any other arrangement or agreement with the intention
                of
                meeting the objectives set out in the Business Plan.
                

            


    

     

    
      	 	
              6.2.5

            	
              shall
                not create any Encumbrances over any of the Company’s or the Subsidiary’s
                assets without the consent of the
                Purchaser;

            


    

     

    
      	 	
              6.2.6

            	
              shall
                introduce and enforce proper and effective generally accepted accounting
                systems and procedures, and shall ensure that all expenses, payments
                and
                outgoings made and incurred are consistent with the provisions of
                the
                Business Plan and are restricted to payments of the type identified
                in
                Schedule 6;

            


    

     

    
      	 	
              6.2.7

            	
              shall
                introduce and implement policies and procedures for the proper and
                effective management of the Business by the Company's officers and
                employees, and by third parties instructed on behalf of the Company
                and  such policies and procedures shall provide for the management of
                the Business during the Interim Period and following Completion in
                compliance with all relevant laws and regulations and in accordance
                with
                best practice corporate governance and relevant social obligations,
                including but not limited to, US Securities Exchange Commission’s rules
                and regulations;

            


    

     

    
      	 	
              6.2.8

            	
              shall
                cause monthly Management Accounts to be prepared containing full
                details
                of the Company’s expenditure and shall submit the same to its board of
                directors and the Management Accounts shall fairly and with reasonable
                accuracy set out the liabilities of the Company incurred as of the
                date to
                which they relate and not less than 7 Business Days prior to Completion,
                shall present the Purchaser with a final set of Management Accounts
                and
                prior to or on Completion, shall deliver the Company Financial Statements
                and if Completion Date is on or after August 13, 2007 in addition
                to the
                Company Financial Statements shall deliver true copies of the Financial
                Statements for the Company for the period from inception to June
                30,
                2007;

            


    

     

    
      	 	
              6.2.9

            	
              shall
                comply in all material respects with applicable laws, including,
                without
                limitation, environmental laws;

            


    

     

    
      	 	
              6.2.10

            	
              shall
                keep the Purchaser fully and promptly informed with respect to all
                changes
                and revisions to the Business Plan introduced during the Interim
                Period
                and not less than

            


    

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    seven
      Business Days prior to Completion Date provide the Purchaser with the then
      current version of the Business Plan, and;

     

    
      	 	
              6.2.11

            	
              shall
                respond to all enquiries and questions raised by the Purchaser concerning
                issues relating to progress made towards establishment of the
                Business.

            


    

     

    
      	
              6.3

            	
              The
                Company, the directors and managers of the Company and in particular
                the
                directors and managers of the Subsidiary pursuant to the terms of
                their
                employment agreements shall during the Interim Period dedicate sufficient
                working time to the management of the Company and its Business as
                may be
                required to deliver the objectives set out in the Business Plan in
                accordance with the provisions of Clause 6.2
                and during the Interim Period shall use their best endeavors to achieve
                the objectives set for the Business in the Business
                Plan.

            


    

     

    
      	
              6.4

            	
              Neither
                the Company nor the Shareholders shall during the Interim Period
                enter
                into any agreements or arrangements with third parties which would
                be
                prejudicial or likely to be prejudicial to the best interests of
                the
                Company, the Subsidiary or the future of the Business. The Completion
                Agreements and any other material contracts and undertakings between
                the
                Company and/or its Subsidiaries shall be signed on a basis which
                ensures
                that the commitments and obligations of the Company and/or its
                Subsidiaries are made conditional upon Completion pursuant to this
                Agreement.

            


    

     

    
      	
              6.5

            	
              The
                Company and the Shareholders expressly undertake and covenant with
                the
                Purchaser to procure that the Company and its directors and managers
                comply with and perform its, and /or their, obligations as set out
                in this
                Clause 6. The
                Shareholders acknowledge and accept that the provisions set out in
                this
                Clause 6 as they relate to the management of the Company and the
                Business
                shall apply equally to the activities of the Subsidiary. 

            


    

     

    
      	
              7.

            	
              Purchaser’s
                Termination Right

            


    

     

      If
      during
      the Interim Period the Purchaser, in its absolute sole discretion, decides
      that
      the prospects for success of the Business do not justify release of the Main
      Funding and/or proceeding to Completion, the Purchaser shall so advise the
      Company and the Shareholders in writing, and following such advice shall be
      entitled at any time to terminate this Agreement in accordance with Clause
      16.3.

     

    
      	
              8.

            	
              Completion

            


    

     

    
      	
              8.1

            	
              Completion
                shall be conditional upon:

            


    

     

    
      	 	
              8.1.1

            	
              the
                Purchaser being satisfied with the prospects for the Business in
                accordance with Clause 7 and its not having served a notice terminating
                this Agreement pursuant to Clause 16.3;


            


    

     

    
      	 	
              8.1.2

            	
              the
                (i) Purchaser raising the Main Funding through the private placement
                of
                Securities equal to or more than the amount of the Main Funding,
                closing
                of which shall be a condition of, and simultaneously closed on,
                Completion, (ii) the Main Funding having been deposited at Completion
                into
                a restricted bank account of the Company agreeable to the Purchaser,
                (iii)
                the Company presenting evidence satisfactory to the Purchaser that
                the
                requirements of the Purchaser’s designated representative’s (or his dully
                appointed replacement) signature is an irrevocable and absolute
                requirement for purposes of said restricted bank account of the Company,
                in order to properly govern the manner and terms upon which the funds
                to
                be raised in the Main Funding may be drawn down and disbursed from
                said
                restricted bank account (i.e., require the approval of a designated
                representative of the Purchaser); and (iv) the Company presenting
                evidence
                satisfactory to the Purchaser that the disposition of any or all
                of the
                Main Funding from the said

            


    

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    restricted
      bank account of the Company shall be conditional on the bank operating said
      restricted bank account receiving Release Notice instructions part of the
      Release Notice Agreement and substantially in the form of Exhibit 2, unless
      prior to Completion agreed to otherwise in writing solely by the Purchaser;
      

     

    
      	 	
              8.1.3

            	
              the
                Company and the Purchaser, having fulfilled their respective obligations
                with respect to the Completion Agreements and other documents as
                set out
                in Schedule 7;

            


    

     

    
      	 	
              8.1.4

            	
              all
                documents or copies of documents required to be executed and delivered
                to
                the Purchaser hereunder having been so executed and
                delivered;

            


    

     

    
      	 	
              8.1.5

            	
              all
                of the terms, covenants and conditions of this Agreement required
                to be
                complied with or performed by the Company and the Shareholders at
                or prior
                to the Completion having been complied with or performed;
                

            


    

     

    
      	 	
              8.1.6

            	
              there
                not having occurred:

            


    

     

    
      	 	
              (a)

            	
              any
                material adverse change in the financial position or condition of
                the
                Company or the Purchaser, its liabilities or its assets or any damage,
                loss or other change in circumstances materially and adversely affecting
                the Company or the Purchaser, the Business or the assets of the Company
                or
                the Company’s right to carry on the Business, other than changes in the
                ordinary course of business, none of which have been materially adverse
                to
                the Company or the Purchaser; or

            


    

     

    
      	 	
              (b)

            	
              any
                damage, destruction, loss or other event, including changes to any
                laws or
                statutes applicable to the Purchaser, the Company or the Business
                (whether
                or not covered by insurance) materially and adversely affecting the
                Purchaser, the Company, the Business or the assets of the Company;
                

            


    

     

    
      	 	
              8.1.7

            	
              the
                transactions contemplated hereby having been approved by any regulatory
                authorities having jurisdiction over the transactions contemplated
                in this
                Agreement, if applicable;

            


    

     

    
      	 	
              8.1.8

            	
              there
                being no disclosures in any draft Disclosure Letter delivered to
                the
                Purchaser on or before the Completion Date which will have, or may
                be
                likely to have in the sole discretion of the Purchaser, a material
                adverse
                effect upon the value of the Company and/ or the Business or which
                in the
                sole discretion of the Purchaser, may adversely effect the Company’s
                ability to deliver the Business Plan or which in the sole discretion
                of
                the Purchaser, may have the effect of altering or amending any of
                the
                Company’s and the Shareholders’ obligations or commitments pursuant to
                this Agreement; and

            


    

     

    
      	 	
              8.1.9

            	
              the
                delivery of the Company Financial
                Statements;

            


    

     

    
      	
              8.2

            	
              Subject
                to the Purchaser having fulfilled Condition 8.1.2 above, it shall
                be
                entitled to waive fulfillment of any of the conditions precedent
                to
                Completion including waiver of any of the requirements set out in
                Schedule
                7 with the exception of the obligation imposed on the Purchaser in
                Schedule 7 para 13. Any
                such waiver shall be exercised by service of a notice in writing
                by the
                Purchaser on the Company in accordance with Clause 19 and following
                service of such notice the condition precedent referred to in the
                notice
                shall be deemed to have been fulfilled with immediate
                effect.

            


    

     

    
      	
              8.3

            	
              Completion
                shall take place on a date to be agreed between the Parties being
                a date
                which shall be not earlier than 2 Business Days and not later than
                10
                Business Days after the date when all of the conditions precedent
                set
                forth in Section 8.1 have been fulfilled. If the Parties fail to
                agree
                upon a

            


    

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    date
      which is within the aforementioned 10 Business Day period, Completion shall
      take
      place on a date which shall be 15 Business Days after fulfillment of all of
      the
      conditions precedent to Completion set forth in Section 8.1 or if such date
      is
      not a Business Day the first Business Day thereafter.

     

    
      	
              8.4

            	
              If
                Completion has not occurred within a period of five months from the
                date
                hereof due to non fulfillment of any one or more of the conditions
                precedent to Completion set out in Clause 8.1
                above and the Purchaser has not served a notice pursuant to 16.2,
                then:

            


    

     

    
      	 	
              8.4.1

            	
              the
                Purchaser shall be entitled to serve notice on the Company and the
                Shareholders calling upon them to meet and discuss actions which
                can be
                taken to fulfill the outstanding condition or conditions precedent
                which
                is or are preventing Completion from taking place;
                and

            


    

     

    
      	 	
              8.4.2

            	
              the
                Company shall be entitled to serve an equivalent notice, to the notice
                described in 8.4.1,
                on the Purchaser.

            


    

     

    
      	
              8.5

            	
              Following
                service of a notice pursuant to Clause 8.4
                the Parties and or their representatives shall meet to discuss, in
                good
                faith, actions which can be taken to resolve the difficulties which
                are
                preventing Completion from taking place. If the Parties either have
                not
                met or have not resolved such difficulties within a period of 28
                Business
                Days from the date of service of a Clause 8.4
                notice they shall be entitled to serve notice terminating this Agreement
                in accordance with Clause16.3.

            


    

     

    
      	
              8.6

            	
              On
                Completion, which shall take place at the offices of
                the Purchaser’s Lawyers

            


    

     

    
      	 	
              8.6.1.

            	
              the
                Shareholders shall transfer their Acquisition Shares with full title
                guarantee, free from any Encumbrances and together with all rights
                that
                attach, or may in future attach, to them including the right to receive
                all dividends and distributions declared, made or paid on them on
                or after
                the date of this Agreement; 

            


    

     

    
      	 	
              8.6.2

            	
              the
                Shareholders and the Company shall produce a copy of a certificate
                of good
                standing with respect to the Company issued by the Secretary of the
                State
                of the Kentucky; 

            


    

     

    
      	 	
              8.6.3

            	
              the
                Company, and the Shareholders shall deliver the final Disclosure
                Letter in
                the form of the draft accepted by the Purchaser to the Purchaser;
                

            


    

     

    
      	 	
              8.6.4

            	
              produce
                to the Purchaser a certified copy of the resolution of the board
                of the
                Company authorizing the allotment and issue of the Allocation Shares
                to
                the Purchaser and approving this Agreement and all of the transactions
                contemplated hereunder; 

            


    

     

    
      	 	
              8.6.5

            	
              the
                Company and the Purchasers shall deliver to the Purchaser a stock
                certificate duly executed by the appropriate officers of the Company
                in
                respect of the Allocation Shares to which the Purchaser is entitled;
                

            


    

     

    
      	 	
              8.6.5

            	
              the
                Company and the Shareholders shall produce such other documents as
                the
                Purchaser may reasonably request.

            


    

     

    
      	
              8.7

            	
              On
                Completion, the Purchaser shall:

            


    

     

    
      	 	
              8.7.1

            	
              deliver
                to each of the Shareholders a stock certificate in respect of the
                Consideration Shares to which each Shareholder is entitled;
                

            


    

     

    
      	 	
              8.7.2

            	
              produce
                to the Shareholders a certified copy of the resolution of the board
                of the
                Purchaser authorizing the allotment and issue of the Consideration
                Shares
                to the

            


    

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    Shareholders
      and appointing Gary Hudson, Stephen Padgett, Gordon Weightman, Kevin Alexander,
      Alastair Mack and Jack Dunigan as directors of the Purchaser; and

     

    
      	 	
              8.7.3

            	
              produce
                a copy of the duly executed Business Transfer
                Agreement.

            


    

     

    
      	
              9.

            	
              Restriction
                Provisions on Transfer/Sale of the Securities
                

            


    

     

    
      	
              9.1

            	
              Each
                Shareholder agrees not to dispose of any of the Consideration Shares
                within a period of 2 years from Completion Date, save pursuant to
                an offer
                made to all the holders of Securities in the Purchaser and thereafter
                only
                to dispose of Consideration Shares in accordance with the provisions
                of
                this Clause 9.

            


    

     

    
      	
              9.2

            	
              After
                the 2 year period referred to in clause 9.1 has elapsed, each Shareholder
                will be able to dispose of his Consideration Shares free of any
                restrictions imposed by this Agreement, but subject to such restrictions
                as shall apply under US Securities laws or
                regulations.

            


    

     

    
      	
              9.3

            	
              Notwithstanding
                the restrictions set out in Clauses 9.1
                and 9.2,
                each Shareholder agrees not to dispose of any of the Consideration
                Shares
                in a manner which is inconsistent with the provisions set forth in
                Clause
                14.

            


    

     

    
      	
              9.4

            	
              Each
                director and officer of the Purchaser as of the date of this Agreement,
                agrees not to dispose of any of the Securities beneficially owned
                by such
                director or officer within a period of twenty four months from the
                Completion Date, save pursuant to an offer made to all the holders
                of
                Securities in the Purchaser and thereafter only to dispose of any
                of the
                Securities beneficially owned in accordance with the provisions of
                this
                Clause 9 or Clause 14.3.

            


    

     

    
      	
              9.5

            	
              Notwithstanding
                the restrictions set out in this Section 9, the Purchaser agrees
                not to
                dispose of any Allotment Shares or Acquisition Shares so as to contradict
                the provisions of Clause 14.3.

            


    

     

    
      	
              10.

            	
              Directors

            


    

     

    On
      Completion and for a twenty four month period thereafter shareholders of the
      Purchaser (excluding the Shareholders) holding in the aggregate not less than
      25% of the total issued share capital of the Purchaser shall have the right
      to
      call a special meeting of the Purchaser’s shareholders for the purpose of
      electing said shareholders nominated directors to the board of directors of
      the
      Purchaser, in accordance with the Purchaser’s statutes of incorporation and SEC
      laws and regulations. During the twelve-month period each of the Shareholders
      agrees to exercise all votes exercisable by each of them as a director and/or
      shareholder of the Purchaser in favor of the appointment as directors of the
      Purchaser as shall be nominated pursuant to this provision. 

     

    
      	
              11.

            	
              Warranties
                and Purchaser Warranties

            


    

     

    
      	
              11.1

            	
              The
                Shareholders jointly and severally warrant to the Purchaser that
                each of
                the statements set out in Part I of Schedule 4 is true and accurate
                in all
                respects as of the date of this Agreement.


            


    

     

    
      	
              11.2

            	
              Immediately
                prior to Completion, and the Shareholders shall be deemed to have
                jointly
                and severally warranted to the Purchaser, subject to those matters
                fully
                and fairly disclosed in the Disclosure Letter, based on the facts
                in
                existence at that time, that each of the Warranties in the form set
                out in
                Part 2 of Schedule 4 is true and accurate as at the Completion Date.
                

            


    

     

    
      	
              11.3

            	
              Immediately
                prior to Completion, the Purchaser shall be deemed to have warranted
                to
                the Shareholders that, subject to those matters fully and fairly
                disclosed
                and based on the facts in existence at the time, each of the statements
                set out in Schedule 5 is true and accurate in all respects as at
                the
                Completion Date.

            


    

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    
      	
              11.4

            	
              Each
                of the Shareholder’s liability for the Warranties shall be limited as set
                out in Clause 12.

            


    

     

    
      	
              11.5

            	
              The
                Purchaser’s liability for the Purchaser’s Warranties shall be limited as
                set out in Clause 13.

            


    

     

    
      	
              12.

            	
              Limitations
                on Claims

            


    

     

    
      	
              12.1

            	
              The
                Shareholders shall not be liable in respect of any Claim unless and
                until
                they shall have received from the Purchaser written notice containing
                details of the relevant Claim including the amount of the Claim and
                full
                details of the matter or default which gives rise to the Claim on
                or
                before the first anniversary of this
                Agreement.

            


    

     

    
      	
              12.2

            	
              Any
                Claim shall (if not previously satisfied, withdrawn or settled) be
                deemed
                to have been withdrawn and waived by the Purchaser unless legal
                proceedings in respect of such Claim have been commenced (by being
                both
                issued and served on the Company) within twelve months of the notification
                of such Claim to the Company. 

            


    

     

    
      	
              12.3

            	
              The
                Shareholders shall not be liable in respect of any Claim unless the
                amount
                of their individual liability in respect of an individual Claim exceeds
                $50,000 (in which event, they shall be liable for the whole amount
                of such
                Claim and not only the excess over such amount; such that a joint
                and
                several claim filed against the Shareholders shall be considered
                an
                individual Claim against each of the shareholders).
                

            


    

     

    
      	
              12.4

            	
              Notwithstanding
                any other provision of this Agreement the individual liability of
                each of
                the Shareholders shall not in any circumstances exceed $114,000.
                Individually and collectively their liability in the aggregate shall
                not
                in any circumstances exceed
                $550,000.

            


    

     

    
      	
              12.5

            	
              The
                Purchaser shall not be entitled to recover damages in respect of
                any Claim
                for breach of a Warranty or otherwise obtain reimbursement or restitution
                more than once in respect of any one breach of that Warranty arising
                out
                of or in connection with the same
                circumstances.

            


    

     

    
      	
              12.6

            	
              The
                Shareholders shall not be liable in respect of any
                Claim:

            


    

     

    
      	 	
              (a)

            	
              to
                the extent that recovery is made by the Purchaser or the Company
                under any
                policy of insurance; or

            


    

     

    
      	 	
              (b)

            	
              to
                the extent that the Purchaser or the Company have already obtained
                reimbursement or restitution in respect of such claim from any third
                party.

            


    

     

    
      	
              13.

            	
              Limitations
                on Purchaser Warranty
                Claims

            


    

     

    
      	
              13.1

            	
              The
                Purchaser shall not be liable in respect of any Claim unless and
                until it
                shall have received from the Shareholders written notice containing
                details of the relevant Claim including the amount of the claim and
                full
                details of the matter or default which gives rise to the claim on
                or
                before the first anniversary of the Completion
                Date.

            


    

     

    
      	
              13.2

            	
              Any
                Claim shall (if not previously satisfied, withdrawn or settled) be
                deemed
                to have been withdrawn and waived by the Shareholders unless legal
                proceedings in respect of such Claim have been commenced (by being
                both
                issued and served on the Purchaser) within twelve months of the
                notification of such Claim to the Purchaser pursuant to Clause
                13.1.

            


    

     

    
      	
              13.3

            	
              The
                Purchaser shall not be liable in respect of any Claim unless the
                amount of
                the liability of the Purchaser for such Claim exceeds $50,000 (in
                which
                event, the Purchaser shall be liable for the whole amount of such
                claim
                and not only the excess over such amount).


            


    

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    
      	
              13.4

            	
              Notwithstanding
                any other provision of this Agreement the aggregate liability of
                the
                Purchaser under this Agreement shall not in any circumstances exceed
                $550,000. 

            


    

     

    
      	
              13.5

            	
              Neither
                the Shareholders nor the Company shall be entitled to recover damages
                in
                respect of any Claim for breach of a Warranty or otherwise obtain
                reimbursement or restitution more than once in respect of any one
                breach
                of that Warranty arising out of or in connection with the same
                circumstances.

            


    

     

    
      	
              13.6

            	
              The
                Purchaser shall not be liable under this Agreement in respect of
                any
                Claim:

            


    

     

    
      	 	
              (a)

            	
              to
                the extent that recovery is made by the Purchaser, the Company, the
                Shareholders under any policy of insurance;
                or

            


    

     

    
      	 	
              (b)

            	
              to
                the extent that the Company, the Shareholders have already obtained
                reimbursement or restitution in respect of such claim from any third
                party.

            


    

     

    
      	
              14.

            	
              US
                Securities Act Provisions,

            


    

     

    
      	
              14.1

            	
              Each
                of the Shareholders agrees, and undertakes to procure that any nominee
                appointed by him pursuant to Clause 3.1
                shall agree, that they are acquiring the Consideration Shares for
                investment purposes and will not offer, sell or otherwise transfer,
                pledge
                or hypothecate any of the Consideration Shares issued to it (other
                than
                pursuant to an effective Registration Statement under the Securities
                Act
                of 1933, as amended) directly or indirectly subject to any other
                restrictions and limitations set forth in this Agreement
                unless:

            


    

     

    
      	 	
              (a)

            	
              the
                sale is to the Purchaser;

            


    

     

    
      	 	
              (b)

            	
              the
                sale is made pursuant to the exemption from registration under the
                Securities Act of 1933, as amended, provided by Rule 144 thereunder;
                

            


    

     

    
      	 	
              (c)

            	
              the
                sale is made pursuant to the exemption from registration under the
                Securities Act of 1933, as amended, provided by Regulation S promulgated
                thereunder; or

            


    

     

    
      	 	
              (d)

            	
              the
                Consideration Shares are sold in a transaction that does not require
                registration under the Securities Act of 1933, as amended, or any
                applicable United States state laws and regulations governing the
                offer
                and sale of securities, and the vendor has furnished to the Purchaser
                an
                opinion of counsel to that effect or such other written opinion as
                may be
                reasonably required by the
                Purchaser.

            


    

     

    
      	
              14.2

            	
              Each
                of the Shareholders acknowledges that the certificates representing
                the
                Consideration Shares shall bear the following
                legend:

            


    

     

    NO
      SALE,
      OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
      BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
      1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
      SAID SHARES.

     

    
      	
              14.3

            	
              The
                Purchaser agrees that it is subscribing for acquisition of the Allotment
                Shares and the Acquisition Shares for investment purposes and will
                not
                offer, sell or otherwise transfer, pledge or hypothecate any of the
                Allotments Shares or Acquisition Shares issued or transferred to
                them
                (other than pursuant to an effective Registration Statement under
                the
                Securities Act of 1933, as amended) directly or indirectly
                unless:

            


    

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    
      	
              (a)

            	
              the
                sale is made pursuant to the exemption from registration under the
                Securities
                Act of 1933,
                as amended, provided by Rule 144 thereunder;


            


    

     

    
      	 	
              (b)

            	
              the
                sale is made pursuant to the exemption from registration under the
                Securities
                Act of 1933, as amended,
                provided by Regulation S promulgated thereunder;
                or

            


    

     

    
      	 	
              (c)

            	
              the
                Allotment Shares or Acquisition Shares are sold in a transaction
                that does
                not require registration under the Securities
                Act of 1933, as amended,
                or any applicable United States state laws and regulations governing
                the
                offer and sale of securities, and the vendor has furnished to the
                Company
                an opinion of counsel to that effect or such other written opinion
                as may
                be reasonably required by the
                Purchaser.

            


    

     

    
      	
              14.4

            	
              The
                Purchaser acknowledges that the certificates representing the Allotment
                Shares and the Acquisition Shares shall bear the following
                legend:

            


    

     

    NO
      SALE,
      OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
      BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
      1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
      SAID SHARES.

     

    
      	
              15.

            	
              Taxation

            


    

     

    The
      Parties intend that the acquisition of the Acquisition Shares in exchange for
      the Consideration Shares shall be a “tax free” exchange transaction within the
      meaning of Section 368 of the Internal Revenue Code of 1986 of the United States
      of America.

     

    
      	
              16.

            	
              Termination

            


    

     

    
      	
              16.1

            	
              This
                Agreement shall come into effect on the date hereof and subject to
                termination pursuant to Clauses 16.2, 16.3, 16.4 or 16.5 below shall
                continue in effect until all of the respective obligations of the
                Parties
                have been fully discharged. 

            


    

     

    
      	
              16.2

            	
              If
                Initial Funding Completion has not occurred within 28 days of the
                date of
                this Agreement, each of the Parties shall be entitled to terminate
                the
                Agreement by service of a notice in writing on the others, unless
                agreed
                to otherwise in writing by the Parties.


            


    

     

    
      	
              16.3

            	
              If
                pursuant to Clause 7, the Purchaser in its sole discretion decides
                for any
                reason that it is unable or unwilling to proceed to Completion and
                has so
                advised the Company and the Shareholders in writing in accordance
                with
                Clause 7, it shall be entitled to terminate this Agreement forthwith
                by
                service of a notice in writing on the Company and the Shareholders,
                which
                termination shall be effective immediately upon the service of such
                notice.

            


    

     

    
      	
              16.4

            	
              If
                Completion has not taken place within five months of the date hereof
                and
                the Parties have not resolved the difficulties preventing Completion
                from
                taking place pursuant to Clause 8.3 and 8.4, the Parties shall each
                be
                entitled to terminate this Agreement forthwith
                by
                service of a notice in writing on the other Party.
                

            


    

     

    
      	
              16.5

            	
              If
                prior to Completion the Shareholders or the Company are in breach
                of any
                of the terms or conditions of this Agreement, or fail to comply in
                any
                material respect with any of its or their covenants or undertakings
                as set
                out in this Agreement, the Purchaser shall be entitled to serve notice
                on
                the Company requiring it and the Shareholders to comply with such
                covenants and undertakings within a period of twenty eight calendar
                days
                from the date of service of the
                notice

            


    

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    and
      if
      the Shareholders or the Company fails to rectify such breach or failure within
      the period of twenty eight calendar days specified in the notice by the
      Purchaser, the Purchaser shall be entitled to terminate this Agreement forthwith
      by service of a further notice in writing on the Company or the Shareholders,
      which termination shall be effective immediately upon the service of such
      notice.

     

    
      	
              16.6

            	
              If
                this Agreement is terminated pursuant to Clauses 16.2, 16.3 or 16.4
                above,
                the Parties shall have no liability to each other for any claims,
                losses,
                damages or expenses suffered or incurred prior to or following termination
                of this Agreement except and to the extent that such claims, losses,
                damages or expenses are attributable to a breach or material failure
                by
                one or more of the Parties in which case the Party responsible for
                such
                breach or material failure shall have liability to the Party making
                such
                claim or incurring such losses, damages or expenses.
                

            


    

     

    
      	
              16.7

            	
              The
                Parties’ rights to make claims and or recover losses or damages,
                attributable to a breach of this Agreement or attributable to a material
                failure by one or more of the other Parties to discharge their respective
                obligations pursuant to this Agreement including but not limited
                to claims
                in respect of the Warranties shall continue notwithstanding termination
                pursuant to Clauses 16.2, 16.3 or 16.4
                above.

            


    

     

    
      	
              17.

            	
              Entire
                Agreement

            


    

     

    This
      Agreement and the documents annexed to it represent the entire agreement between
      the Parties relating to the transactions contemplated by this Agreement and
      supersede all previous agreements between the Parties relating to those
      transactions and each Party acknowledges that it does not rely on any statement,
      representation, assurance or warranty of any person (whether a Party to this
      Agreement or not) other than as expressly set out in this Agreement. Each Party
      agrees and undertakes to the other Parties that the only rights and remedies
      available to it arising out of or in connection with this Agreement or its
      subject matter shall be solely for breach of contract.

     

    
      	
              18.

            	
              Third
                Party Rights

            


    

     

    This
      Agreement and the documents referred to in it are made for the benefit of the
      Parties and their successors and permitted assignees and are not intended to
      benefit, or be enforceable by, anyone else.

     

    
      	
              19.

            	
              Notices

            


    

     

    
      	
              19.1

            	
              All
                notices served on the Company shall be addressed to the address set
                forth
                in 19.3.2 below. 

            


    

     

    
      	
              19.2

            	
               The
                Shareholders and each of them, as they hereby acknowledge and accept,
                shall be deemed to have received copies of all notices served pursuant
                to
                this Agreement provided that they have been served upon the Company.
                

            


    

     

    
      	
              19.3

            	
              The
                Purchaser as it hereby acknowledges and accepts shall be deemed to
                have
                received copies of all notices served pursuant to this Agreement
                provided
                that they have been served upon and addressed to the Purchaser at
                the
                following address:

            


    

     

    


     

    
      	 	
              19.3.1

            	
              To
                the Purchaser:

            


    

     

    Suite
      2200 - 1177 West Hastings Street

     

    Vancouver,
      British Columbia

     

    Canada
      V6E 2K3

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    With
      a
      copy to: Sichenzia
      Ross Friedman Ference LLP

     

    61
      Broadway, 32nd
      Floor

    New
      York,
      NY 10006

    Attention:
      Richard A. Friedman

    Telephone:
      (212) 930-9700

    Facsimile:
      (212) 930-9725

     

    19.3.2 To
      the
      Company: 

    The
      Four
      Rivers BioEnergy Company Inc.

    117
      Lincoln Park

    Amersham,
      Buckinghamshire HP7 9HF

     

    Attention:
      Gary Hudson

    Telephone:
      

    Facsimile:
      

     

    With
      a
      copy to:

     

    The
      Four
      Rivers BioEnergy Company Inc.

    c/o
      Jack
      Dunigan

    99
      Lamb
      Road

    Benton,
      Kentucky, 42025 

     

    Attention:
      Jack N. Dunigan

    Telephone:
      (270) 519-3434

    Facsimile:
      (270) 527-0015

     

    
      	
              19.4

            	
              Any
                notice or other document to be served under this Agreement may be
                delivered by hand or sent by first class recorded delivery post to
                the
                Party to be served at its address appearing in this Agreement or
                at such
                other address as it may have notified to the other Parties in accordance
                with this clause.

            


    

     

    
      	
              19.5

            	
              All
                notices set out pursuant to this Agreement shall take
                effect:

            


    

     

    
      	 	
              19.5.1

            	
              if
                delivered by hand, upon delivery;

            


    

     

    
      	 	
              19.5.2

            	
              if
                posted, at 10 a.m. on the second Business Day after posting or if
                posted
                to an address in another country at 10 a.m. on the fifth Business
                Day
                after posting.

            


    

     

    
      	
              19.6

            	
              In
                proving service of a notice or document it shall be sufficient to
                prove
                that delivery was made or that the envelope containing the notice
                or
                document was properly addressed and posted as a prepaid first class
                recorded delivery letter or that the telex or facsimile message was
                properly addressed and dispatched and the correct answerback or identity
                code is received as the case may
                be.

            


    

     

    
      	
              20.

            	
              General

            


    

     

    
      	
              20.1

            	
              Each
                of the obligations and undertakings set out in this Agreement which
                is not
                fully performed at Completion will continue in force after
                Completion.

            


    

     

    
      	
              20.2

            	
              None
                of the Parties shall be entitled to assign or transfer its rights
                or
                obligations under this Agreement without the prior written consent
                of the
                other Parties.

            


    

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    
      	
              20.3

            	
              Any
                announcements concerning the transaction provided for in this Agreement
                by
                or on behalf of the Shareholders, the Purchaser or the Company shall
                be
                subject to the approval of the other Parties except that the approval
                of
                the Shareholders and/or the Company shall not be required as to (i)
                any
                statements or information which the Purchaser submits to its stockholders,
                or (ii) any statements, reports, publications or disclosures, including
                applicable filings with the US Securities and Exchange Commission,
                that
                the Purchaser is required to make pursuant to any applicable state
                or
                federal laws or regulations or (iii) any statements reports or disclosure
                that the Purchaser is required to make pursuant to any applicable
                state or
                federal court order, subject to any applicable limitations and privileges.
                

            


    

     

    
      	
              20.4

            	
              Following
                signature of this Agreement the Purchaser shall have no liability
                to pay
                for any expenses incurred by the Company including the fees of advisors,
                agents, lawyers (save in respect of fees incurred in the preparation
                and
                negotiations of this Agreement), and accountants employed by the
                company
                and or the Shareholders except as separately agreed by the
                Purchaser.

            


    

     

    
      	
              20.5

            	
              Time
                shall be of the essence of this Agreement both as regards dates and
                periods mentioned and as regards any dates and periods which may
                be
                substituted for them in accordance with this Agreement or by variation
                or
                amendment to this Agreement.

            


    

     

    
      	
              20.6

            	
              Notwithstanding
                any provision herein to the contrary, the Parties agree that the
                existence
                and terms of this Agreement are confidential and that if this Agreement
                is
                terminated pursuant to Clause 16 or otherwise, the Parties agree
                to return
                to one another any and all financial, technical and business documents
                delivered to the other party or parties in connection with the negotiation
                and execution of this Agreement and shall keep the terms of this
                Agreement
                and all information and documents received from the Company and the
                Purchaser and the contents thereof confidential and not utilize nor
                reveal
                or release same, provided, however, that the Purchaser will be required
                to
                issue a news release regarding the execution and consummation of
                this
                Agreement and file a Current Report on Form 8-K with the Securities
                and
                Exchange Commission respecting the proposed Completion contemplated
                hereby
                together with such other documents as are required to maintain the
                currency of the Purchaser’s filings with the Securities and Exchange
                Commission.

            


    

     

    20.7 Except
      as
      otherwise provided in this Agreement, the Sellers and the Purchaser shall each
      bear its own expenses incurred in connection with the negotiation and execution
      of this Agreement and each other agreement, document and instrument contemplated
      by this Agreement and the consummation of the transactions contemplated hereby
      and thereby, it being understood that in no event shall the Company bear any
      of
      such costs and expenses.

     

    
      	
              20.8

            	
              If
                any provision of this Agreement is invalid or unenforceable, the
                balance
                of this Agreement shall remain in
                effect.

            


    

     

    
      	
              21.

            	
              With
                the exception of the Shareholders having an ability solely to hold
                a
                direct or indirect equity interest not exceeding 5% in any publicly
                traded
                company, the Company and each of the Shareholders undertake and covenant
                to the Purchaser that the Company and each of the Shareholders, will
                not,
                and that they will procure that, no company or business enterprise
                in
                which they have an interest whether directly or indirectly, except
                as
                disclosed, will not, during a period starting from the date of this
                Agreement and ending on a date which shall be two years from the
                Completion Date, directly or indirectly, be involved with the construction
                and/or operation of either a bioethanol or biodiesel manufacturing
                plant, company, business enterprise or other, located in the US States
                of
                Kentucky, Arkansas, Missouri, Illinois, Indiana and Tennessee in
                competition, whether direct or indirect, with the Company, the Purchaser
                and or the Business. The Company and each of the Shareholders acknowledge
                that this restriction is reasonable and necessary
                for the protection of the interests of the Purchaser, but if it shall
                be
                held to be void but would be valid if deleted in part or reduced
                in its
                application territorially or in time, such restrictions shall apply
                modified as may be necessary to make it valid and enforceable.
                The provisions of this

            


    

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    Clause
      shall cease to have effect on termination of this Agreement pursuant to the
      provisions of Clause 16. 

     

    
      	
              22.

            	
              Counterparts

            


    

     

    This
      Agreement may be executed in any number of counterparts and by the parties
      on
      separate counterparts (which may be facsimile copies) but shall not be effective
      until each of the parties has executed at least one counterpart. Each
      counterpart shall constitute an original of this Agreement but all the
      counterparts shall together constitute but one and the same
      instrument.

     

    
      	
              23.

            	
              Governing
                Law and Jurisdiction 

            


    

     

    
      	
              23.1

            	
              Submission
                to Jurisdiction; Consent to Service of
                Process.

            


    

     

    
      	 	
              23.1.1

            	
              The
                Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
                of any federal or state court located within the State of New York
                over
                any dispute arising out of or relating to this Agreement or any of
                the
                transactions contemplated hereby and each Party hereby irrevocably
                agrees
                that all claims in respect of such dispute or any suit, action proceeding
                related thereto may be heard and determined in such courts. The Parties
                hereby irrevocably waive, to the fullest extent permitted by applicable
                law, any objection which they may now or hereafter have to the laying
                of
                venue of any such dispute brought in such court or any defense of
                inconvenient forum for the maintenance of such dispute. Each of the
                Parties hereto agrees that a judgment in any such dispute may be
                enforced
                in other jurisdictions by suit on the judgment or in any other manner
                provided by law.

            


    

     

    
      	 	
              23.1.2

            	
              Each
                of the Parties hereto hereby consents to process being served by
                any Party
                to this Agreement in any suit, action or proceeding by the mailing
                of a
                copy thereof in accordance with the provisions of Section
                19.

            


    

     

    
      	 	
              23.1.3

            	
              This
                Agreement shall be governed by and construed in accordance with the
                laws
                of the State of New York.

            


    

     

    
      	
              24.

            	
              Post-Initial
                Funding Completion Matters

            


    

     

    
      	
              24.1

            	
              Forthwith
                after Initial Funding Completion, the Purchaser, the Company and
                the
                Shareholders all agree to use their best efforts
                to:

            


    

     

    
      	 	
              (a)

            	
              issue
                a news release reporting the Completion;
                and

            


    

     

    
      	 	
              (b)

            	
              file
                a Form 8-K within 4 business days of the execution of this Agreement
                with
                the Securities and Exchange Commission disclosing the terms of this
                Agreement and any other information of Company and Purchaser as required
                by the rules and regulations of the Securities and Exchange Commission.
                

            


    

     

    
      	
              25.

            	
              Pre
                and Post-Completion
                Matters

            


    

     

    
      	
              25.1

            	
              Forthwith
                after Completion, the Purchaser, the Company and the Shareholders
                all
                agree to use their best efforts to:

            


    

     

    
      	 	
              (a)

            	
              issue
                a news release reporting the Completion;


            


    

     

    
      	 	
              (b)

            	
              file
                a Form 8-K within 4 business days of the Completion Date with the
                Securities and Exchange Commission disclosing the terms of this
                Agreement

            


    

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    with
      audited financial statements of Company as well as any required pro forma
      financial information or other information of Company and Purchaser as required
      by the rules and regulations of the Securities and Exchange Commission;
      and

     

    
      	 	
              (c)

            	
              not
                less than 10 days prior to the date the Shareholders shall take office
                as
                the directors of the Purchaser, file with the Securities and Exchange
                Commission a report on Form 14(f) disclosing the change in control
                of
                Purchaser and
                use all commercially reasonable efforts to mail the definitive Form
                14(f)
                to shareholders as soon as permissible and practicable after the
                filing of
                the Form 14(f).

            


    

     

    [Remainder
      of Page Left Intentionally Blank]

     

    


     


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    AS
      WITNESS WHEREOF
      this
      Agreement has been signed by and on behalf of the Parties the day and year
      first
      before written.

     

    


     

    


     

    SIGNED
      for and on behalf of  )

     

    
      	
               

              MED-TECH
                SOLUTIONS, INC. )

               

               

               

            	 	 	 
	/s/ Mark
              A.
              McLeary	 	 	 
	
              
Mark
              A. McLeary	 	 	
            
	Chief
              Executive
              Officer	 	 	
            


    

     

    SIGNED
      for and on behalf of )

     

    The
      Four Rivers BioEnergy Company Inc.)

    
       

      
        	
                 

              	 	 	 
	/s/ Gary
                Hudson	 	 	 
	
                
Gary
                Hudson	 	 	
              
	
                President
                  

              	 	 	
              


      

       

    

     

    SIGNED
      by )

     /s/
      Kevin John Alexander

    
      
        

      

    

    Kevin
      John Alexander )

     

    SIGNED
      by )

     /s/
      Jack N. Dunigan

    
      

    

    Jack
      N
      Dunigan )

     

    SIGNED
      by ) 

     /s/
      Gary Hudson

    
      

    

    Gary
      Hudson )

     

    SIGNED
      by ) 

     /s/
      Alastiar G. Mack

    
      

    

    Alastair
      G Mack )

     

    SIGNED
      by )  

    /s/
      Stephen John Padgett

    
      

    

    Stephen
      John Padgett )

     

    SIGNED
      by )

     /s/
      Gordon Weightman

    
      

    

    Gordon
      Weightman )

     

    


     

     

    Schedule
      1

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


     

     

    Details
      of the Company

     

    


     

    
      	
               

              Name

            	
               

              The
                Four Rivers BioEnergy Company Inc

            
	
               

              Registered
                Number

            	
               

              0659433

            
	
               

              Authorized
                Share Capital

            	
               

              1,000
                shares of $0.001each

            
	
               

              Issued
                Share Capital

            	
               

              850

            
	
               

              Directors

            	
               

              Gary
                Hudson, Stephen Padgett, Gordon Weightman, Kevin Alexander, Alastair
                Mack
                and Jack Dunigan

            
	
               

              Secretary

            	
               

              Kevin
                John Alexander

            


    

    


     

    Schedule
      2

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


     

     

    Details
      of the Shareholders

     

    
      	
              Name

               

            	
              Address

               

            	
              No.
                of Acquisition Shares

               

            	
              No.
                Consideration Shares

               

            
	
              Alexander,
                Kevin John

               

            	
              23
                Broadwater Close, Walton-on-Thames, Surrey KT12 5DD, United
                Kingdom

               

            	
              98

               

            	
              4,688,435

               

            
	
              Barnett,
                Philip Charles

               

            	
              Hook
                Lane Cottage, Puttenham, Surrey GU3 1AN, United Kingdom

               

            	
              81

               

            	
              3,875,135

               

            
	
              Dunigan,
                Jack N.

               

            	
              99
                Lamb Road, Benton, Kentucky, 42025 United States of America

               

            	
              61

               

            	
              2,918,312

               

            
	
              Hudson,
                Gary

               

            	
              117
                Lincoln Park, Amersham, Buckinghamshire HP7 9HF, United
                Kingdom

               

            	
              216

               

            	
              10,333,694

               

            
	
              Mack,
                Alastair G.

               

            	
              Bracken
                House, Crooksbury Hill, Farnham, Surrey GU10 1RF, United
                Kingdom

               

            	
              178

               

            	
              8,515,729

               

            
	
              Padgett,
                Stephen John

               

            	
              Christmas
                Hill Farm, Gaydon Road, Bishops Itchington, Southam, Warkwickshire,
                CV47
                2QY, United Kingdom

               

            	
              38

               

            	
              1,817,966

               

            
	
              Weightman,
                Gordon

               

            	
              Riverside
                Farmhouse, Kirkby Mills, York, YO62 6NR, Yorkshire, United
                Kingdom

               

            	
              178

               

            	
              8,515,729

               

            


    

    


     

    


     

    Schedule
      3

     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


     

     

    Details
      of the Purchaser

     

    


     

    
      	
               

              Name

            	
               

              Med-Tech
                Solutions, Inc.

            
	
               

              Registered
                Number

            	
               

              98-0442163
                (IRS Employer Identification Number)

            
	
               

              Issued
                Securities at date of Completion

            	
               

              128,042,778

            
	
               

              Directors

            	
               

              Mark
                A. McLeary

            
	
               

              Secretary

            	
               

              Mark
                A. McLeary

            


    

    


     

    Schedule
      4

     


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


     

     

    Shareholders
      Warranties

     

    Part
      I

     

    Warranties
      

     

    The
      Shareholders (hereinafter in this Schedule collectively referred to as
“Warrantors”) hereby jointly and severally warrant in all material respects and
      represent to the Purchaser with the intent that it will rely thereon in entering
      into this Agreement and in approving and completing the transactions
      contemplated hereby, that as of the date of the Agreement: 

     

    
      	
              1.

            	
              The
                Company - Company Status and
                Capacity

            


    

     

    
      	
              1.1

            	
              The
                Company is a company duly incorporated and validly subsisting under
                the
                laws of the State of Kentucky, and the Subsidiary is a Company duly
                incorporating and validly subsisting under the laws of England and
                Wales.

            


    

     

    
      	
              1.2

            	
              The
                Company has the legal power, capacity and authority to own its assets
                and
                to carry on the Business and to enter into and complete this Agreement,
                and the Subsidiary has the legal power, capacity and authority to
                own its
                assets; 

            


    

     

    
      	
              1.3

            	
              The
                details of the Company set out in Schedule 1 are true and accurate
                in all
                respects.

            


    

     

    
      	
              1.4

            	
              The
                Subsidiary is a wholly owned subsidiary of the
                Company.

            


    

     

    
      	
              2.

            	
              The
                Company - Capitalization

            


    

     

    
      	
              2.1

            	
              The
                authorized capital of the Company consists of 1,000 shares of common
                stock, $0.001 par value per share, of which 850 shares (being the
                Acquisition Shares) have been issued to the Shareholders and are
                credited
                as fully paid. The Allotment Shares will, on issue and allotment,
                be free
                from any Encumbrances and the Acquisition Shares are, at the date
                of this
                Agreement, and will remain on Completion free from any Encumbrances
                save
                in the case of the Allotment Shares, for the preemptive rights attached
                to
                such shares in the Company’s Articles of Incorporation which have been
                waived by the Shareholders to allow for allotment of the Allotment
                Shares.

            


    

     

    
      	
              2.2

            	
              The
                authorized capital of the Subsidiary consists of 1,000 ordinary shares
                of
                £1.00 each of which 1,000 shares have been issued to the Company and
                are
                credited as fully paid. The 1,000 share of Subsidiary issued to the
                Company will, on issue and allotment, be free from any Encumbrances,
                and
                at the date of this Agreement, and will remain on Completion free
                from any
                Encumbrances.

            


    

     

    
      	
              2.3

            	
              No
                legal person, firm or corporation has any agreement, option, warrant
                or
                any other right capable of becoming an agreement, option, warrant
                pre-emptive right or right for the acquisition of the Shares held
                by the
                Shareholders or for the purchase, subscription or issuance of any
                of the
                unissued shares in the capital of the Company or the
                Subsidiary.

            


    

     

    
      	
              3.

            	
              The
                Company Records 

            


    

     

    
      	
              3.1

            	
              The
                Articles of Incorporation and Bylaws of the Company and the Memorandum
                and
                Articles of Association of the Subsidiary have not been altered since
                their respective incorporation dates..


            


    

     

    
      	
              3.2

            	
              The
                minute books of the Company and the Subsidiary are complete in all
                material respects and each of the minutes contained therein accurately
                reflect in all material respects the actions that were taken at a
                duly
                called and held meeting or by consent without a meeting. The Company
                and

            


    

     


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    the
      Subsidiary is not in violation or breach of, or in default with respect to,
      any
      term of its Articles of Incorporation or Bylaws or the Memorandum and Articles
      of Association, as applicable. The statutory books and records of the Company
      have been kept up to date and maintained in accordance with the requirements
      of
      the laws of Kentucky. All necessary filings have been made to the relevant
      authorities or organizations with responsibility for regulation. The statutory
      books of the Subsidiary have been maintained in the same manner as the Company
      and in accordance with the laws of England and Wales and all necessary filings
      have been made with the Companies Registry.

     

    
      	
              4.

            	
              Directors
                and Employees

            


    

     

    The
      directors of the Company are Gary Hudson, Stephen Padgett, Gordon Weightman,
      Kevin Alexander, Alastair Mack and Jack Dunigan. The remuneration and expenses
      paid to the directors is as set out in the contracts with the Company or the
      Subsidiary and as otherwise disclosed to the Purchaser. Except as disclosed
      to
      the Purchaser the directors of the Company and of the Subsidiary are not in
      receipt of any remuneration or benefits of any kind from the Company, or for
      which the Company is or may be made responsible and the level of their
      remuneration remain fixed for the duration of the interim period. There are
      no
      employees of the Company and/or the Subsidiary and other than the remuneration
      to be paid to the directors as referred to above, and neither the Company nor
      the Subsidiary have any responsibility to pay for the services of any third
      parties acting as consultants to the Company and/or the Subsidiary or in any
      other capacity except as disclosed.

     

    
      	
              5.

            	
              Trading

            


    

     

    Neither
      the Company nor the Subsidiary are, or have been, since their respective dates
      of incorporation, a party to any agreement or obligation which is of an unusual
      or abnormal nature or outside the ordinary and normal course of business or
      which is not of an entirely arms length nature.

     

    
      	
              6.

            	
              Execution
                and Performance of
                Agreement

            


    

     

    The
      execution and delivery of this Agreement, and the completion of the transactions
      contemplated hereby, have been duly and validly authorized by all necessary
      corporate action on the part of the Company, and:

     

    
      	 	
              (i)

            	
              does
                not violate the Articles of Incorporation or Bylaws of the Company
                or
                result in any material breach of, or default under, any loan agreement,
                mortgage, deed of trust, or any other agreement to which the Company
                is a
                party;

            


    

     

    
      	 	
              (ii)

            	
              give
                any person any right to terminate or cancel any material agreement
                including any right or rights enjoyed by the Company and its
                Subsidiary;

            


    

     

    
      	 	
              (iii)

            	
              result
                in any alteration of the Company's and or the Subsidiary’s obligations
                under any agreement to which the Company and or its Subsidiary is
                a party;
                

            


    

     

    
      	 	
              (iv)

            	
              result
                in the creation or imposition of any lien, Encumbrance or restriction
                of
                any nature whatsoever in favor of a third party upon or against the
                Company’s and or the Subsidiary’s assets;


            


    

     

    
      	 	
              (v)

            	
              result
                in the imposition of any tax liability to the Company and or the
                Subsidiary, nor violate any court order or decree to which either
                the
                Company and or the Subsidiary is subject
                to;

            


    

     


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    
      	 	
              7.

            	
              Business
                Plan and Project Overview

            


    

     

    The
      Business Plan and the Project Overview including the financial model and
      assumptions contained therein, have been prepared carefully and in good faith
      based upon information available to the Company and the Shareholders which
      to
      the best of their knowledge is accurate and complete. 

     


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    Part
      II 

     

    Warranties

     

    Each
      of
      the Warrantors hereby jointly and severally warrant in all material respects
      and
      represent to the Purchaser with the intent that it will rely thereon in entering
      into this Agreement and in approving and completing the transactions
      contemplated under the Agreement, as of the Completion Date, as follows (Various
      references are made below to the Subsidiary and in the absence of such
      references, where the context permits, references to the Company shall include
      references to the Subsidiary): 

     

    
      	
              1.

            	
              Part
                I Warranties

            


    

     

    The
      statements set out in Part I of this Schedule 4 relating to the Company remain
      true and accurate in all material respects except that the Company has pursuant
      to the terms of this Agreement issued and allotted the Allotment Shares and
      has
      entered into employment contracts and made appointments and or engaged the
      services of various individuals as disclosed to the Purchaser and has entered
      into the Completion Agreements. In particular, but without prejudice to the
      generality of the foregoing, the statement set out in paragraph 7 remains true
      and accurate with respect to the Business Plan as revised and or amended during
      the Interim Period to the extent that it has been revised and or amended.


     

    
      	
              2.

            	
              Records
                and Financial Statements

            


    

     

    
      	
              2.1

            	
              The
                Articles of Incorporation or Bylaws of the Company and the Memorandum
                and
                Articles of Association of the Subsidiary have not been altered since
                their respective incorporation dates, except as filed in the record
                books
                of the company.

            


    

     

    
      	
              2.2

            	
              The
                minute books of the Company and the Subsidiary are complete in all
                material respects and each of the minutes contained therein accurately
                reflect in all material respects the actions that were taken at a
                duly
                called and held meeting or by consent without a
                meeting.

            


    

     

    
      	
              2.3

            	
              Neither
                the Company nor the Subsidiary is in violation or breach of, or in
                default
                with respect to, any term of their respective Articles of Incorporation,
                Bylaws or Memorandum and Articles of
                Association.

            


    

     

    
      	
              2.4

            	
              The
                statutory books and/or records of the Company and the Subsidiary
                are up to
                date and maintained in accordance with good
                practice.

            


    

     

    
      	
              3.

            	
              Subsidiary
                Companies

            


    

     

    The
      Subsidiary is the only subsidiary company owned by the Company and there are
      no
      other companies or undertakings in which the Company has an interest, and no
      contracts or arrangements in existence, or under consideration for the Company
      to acquire an interest in any other companies or undertakings. The nature of
      the
      Business does not require the Subsidiary to register or be qualified to carry
      on
      business in any other jurisdiction. 

     

    
      	
              4.

            	
              Litigation

            


    

     

    
      	
              4.1

            	
              Neither
                the Company nor the Subsidiary is engaged in any material litigation
                or
                arbitration, prosecution or other legal proceedings and after making
                due
                and careful enquiries there are no facts which are likely to give
                rise to
                any such proceedings.

            


    

     


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    
      	
              5.

            	
              The
                Company - Records and Management Accounts and Financial
                Statements

            


    

     

    
      	
              5.1

            	
              The
                Management Accounts have been prepared with due care and attention
                and
                they show with reasonable accuracy the financial liabilities and
                commitments of the Company as at the date to which they were prepared.
                

            


    

     

    
      	
              5.2

            	
              All
                of the bank accounts of the Company, their locations, numbers and
                authorized signatories have been disclosed to the Purchaser and except
                as
                disclosed to the Purchaser, the Company and the Subsidiary have no
                other
                bank accounts.

            


    

     

    
      	
              5.3

            	
              No
                dividends or other distributions on any shares in the capital of
                the
                Company have been made, declared or authorized since the date of
                the last
                set of Management Accounts.

            


    

     

    
      	
              5.4

            	
              No
                payments of any kind have been made or authorized since the date
                of the
                last Management Accounts to or on behalf of the Warrantors or to
                or on
                behalf of officers, directors, shareholders or employees of the Company
                or
                under any management agreements with the Company, except payments
                made in
                the ordinary course of business and at the regular rates of salary
                or
                other remuneration payable to them.

            


    

     

    
      	
              5.5

            	
              There
                are no pension, profit sharing, group insurance or similar plans
                or other
                deferred compensation plans affecting the Company, except as set
                forth in
                the last Management Accounts.

            


    

     

    
      	
              5.6

            	
              The
                Company is not indebted to the Warrantors nor to any director or
                officer
                of the Company or any connected person except in respect of bona
                fide
                business transactions incurred in the normal course of business and
                no
                Shareholder, director or officer is under any financial obligation
                to the
                Company except for advances in the normal course of
                business.

            


    

     

    
      	
              5.7

            	
              The
                Company Financial Statements, and to the extent required the Financial
                Statements, are true and accurate in all material respects and that
                the
                Company Financial Statements have been audited for the period from
                inception to March 31, 2006 (or such other period as may be permitted
                in
                writing by the Purchaser), by an independent registered certified
                public
                accounting firm who is registered with, and has audited the Company
                Financial Statements in accordance with the standards of, the Public
                Company Accounting Oversight Board (United States of America), and
                that
                the Financial Statements from inception to June 30, 2007, if required,
                have been reviewed in accordance with the PCAOB and are in conformity
                with
                accounting principles generally accepted in the
                US.

            


    

     

    
      	
              5.8

            	
              Since
                the date of the last Management
                Accounts:

            


    

     

    
      	 	
              (i)

            	
              there
                has not been any material adverse change in the consolidated financial
                position or condition of the Company, its liabilities or the Company
                assets or any damage, loss or other change in circumstances materially
                affecting the Company, the Business or the Company’s assets or the
                Company’s right to carry on the Business, other than changes in the
                ordinary course of business;

            


    

     

    
      	 	
              (ii)

            	
              there
                has not been any damage, destruction, loss or other event (whether
                or not
                covered by insurance) materially and adversely affecting the Company,
                the
                Business or the Company’s assets;

            


    

     

    
      	 	
              (iii)

            	
              there
                has not been any increase in the compensation payable or to become
                payable
                by the Company to the Warrantors or to any of the Company 's officers,
                employees or agents or any bonus, payment or arrangement made to
                or with
                any of them;

            


    

     

    
      	 	
              (iv)

            	
              the
                Business has been and continues to be carried on in the ordinary
                course;

            


    

     


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    
      	 	
              (v)

            	
              the
                Company has not waived or surrendered any right of material
                value;

            


    

     

    
      	 	
              (vi)

            	
              the
                Company has not discharged or satisfied or paid any lien or encumbrance
                or
                obligation or liability other than current liabilities in the ordinary
                course of business, and 

            


    

     

    
      	 	
              (vii)

            	
              no
                capital expenditures in excess of US $10,000 individually or US $50,000
                in
                total have been authorized or made.

            


    

     

    
      	
              6.

            	
              The
                Company - Income and Corporate Tax
                Matters

            


    

     

    
      	
              6.1

            	
              All
                tax returns and reports of the Company and its Subsidiary required
                by law
                to be filed have been filed and are true, complete and correct in
                all
                material respects, and any taxes payable in accordance with any return
                filed by the Company or its Subsidiaries or in accordance with any
                notice
                of assessment or reassessment issued by any taxing authority have
                been
                paid when due.

            


    

     

    
      	
              7.

            	
              The
                Company - Applicable Laws and Legal
                Matters

            


    

     

    
      	
              7.1

            	
              The
                Company and the Subsidiary have complied with all laws in the
                jurisdictions in which they operate and are not in material breach
                of any
                such laws. The Company and the Subsidiary hold all material approvals,
                licenses and permits as may be requisite for carrying on the Business
                which approvals, licenses and permits have been in all material respects
                maintained and continue to be in good standing except where the failure
                to
                obtain or maintain such licenses or permits would not have a material
                adverse effect on the Business.

            


    

     

    
      	
              7.2

            	
              Neither
                the Company nor the Subsidiary have been charged with or received
                notice
                of breach of any laws, ordinances, statutes, regulations, by-laws,
                orders
                or decrees to which they are subject or which applies to them the
                violation of which would have a material adverse effect on the Business,
                and neither the Company nor the Subsidiary are in breach of any laws,
                ordinances, statutes, regulations, by-laws, orders or decrees the
                contravention of which would result in a material adverse impact
                on the
                Business. 

            


    

     

    
      	
              7.3

            	
              There
                is no material litigation or administrative or governmental proceeding
                pending against or relating to the Company or the Subsidiary or the
                Business and there has not been any deliberate act or omission of
                the
                Company or the Subsidiary that would form any material basis for
                any such
                action or proceeding.

            


    

     

    
      	
              7.4

            	
              Neither
                the Company nor the Subsidiary have made any voluntary assignment
                or
                proposal under applicable laws relating to insolvency and no insolvency
                petition has been filed or presented against the Company or the Subsidiary
                and no order has been made or a resolution passed for the winding-up,
                dissolution or liquidation of the Company or the Subsidiary and neither
                the Company nor the Subsidiary are aware of any circumstances which
                could
                give rise to such orders or
                resolutions.

            


    

     

    
      	
              7.5

            	
              Neither
                the Company nor the Subsidiary is a party to any collective agreement
                relating to the Business with any labor union or other association
                of
                employees and no part of the Business has been certified as a unit
                appropriate for collective bargaining or has made any attempt in
                that
                regard.

            


    

     

    
      	
              7.6

            	
              Neither
                the Company nor the Subsidiary is a party to any agreement which
                provides
                for the payment of finder's fees, brokerage fees, commissions or
                other
                fees or amounts which are or may become payable to any third party
                in
                connection with the execution and delivery of this Agreement and
                the
                transactions contemplated herein.

            


    

     


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    8. The
      Company Assets - Ownership and Condition

     

    
      	
              8.1

            	
              Neither
                the Warrantors nor any other person, firm or corporation own any
                assets
                used by the Company and or the Subsidiary in operating the Business
                which
                are material to the Company and or the
                Subsidiary.

            


    

     

    
      	
              8.2

            	
              The
                Company and the Subsidiary are the legal and beneficial owners of
                their
                respective assets from and clear of all mortgages, liens, charges,
                pledges, security interests, encumbrances or other claims
                whatsoever.

            


    

     

    
      	
              8.3

            	
              No
                person, firm or corporation has any agreement or option or a right
                capable
                of becoming an agreement for the purchase of any of the assets of
                the
                Company or the Subsidiary.

            


    

     

    
      	
              8.4

            	
              The
                Company and/or the Subsidiary maintain public liability insurance
                and
                insurance against loss or damage to the Company’s and/or the Subsidiary’s
                assets.

            


    

     

    
      	
              8.5

            	
              The
                Company has entered into the Completion Agreements and has performed
                and
                as necessary has taken action to ensure that the Parties to such
                Completion Agreements have performed all of the provisions of such
                Agreements which are material to progress pursuant to the provisions
                of
                the Business Plan, and neither the Company nor the other Parties
                to such
                Agreements are in breach of any of the terms and provisions of the
                Completion Agreements

            


    

     

    
      	
              8.6

            	
              There
                has not been any default in any material obligation of the Company
                and/or
                the Subsidiary or any other party to be performed under any contract
                material to the Company or the Subsidiary and the Company and the
                Warrantors are not aware of any default in the obligations of any
                other
                party to any of the contracts material to the
                Business.

            


    

     

    
      	
              8.7

            	
              There
                are no agreements, commitments or understandings relating to severance
                pay
                or separation allowances on termination of employment of any employee
                of
                the Company and/or the Subsidiary. Neither the Company nor the Subsidiary
                are obliged to pay benefits or share profits with any employee after
                termination of employment except as required by
                law.

            


    

     

    
      	
              9.

            	
              The
                Company Assets - The Company Goodwill and Other
                Assets

            


    

     

    
      	
              9.1

            	
              The
                Company and the Subsidiary carry on the Business under the name
                “The
                Four Rivers BioEnergy Company Inc.”
                and variations thereof and under no other business or trade names.
                The
                Warrantors do not have any knowledge of any infringement by the Company
                or
                the Subsidiary of any patent, trademark, copyright or trade
                secret;

            


    

     

    
      	
              9.2

            	
              Except
                for the Subsidiary, the Company does not own any subsidiaries and
                does not
                otherwise own, directly or indirectly, any shares or interest in
                any other
                corporation, partnership, joint venture or
                firm.

            


    

     

    
      	
              9.3

            	
              Since
                the date of the last Management Accounts the business has been carried
                on
                in the ordinary course and the Company has not entered into any material
                agreement or commitment except in the ordinary
                course.

            


    

     

    
      	
              10.

            	
              The
                Company - Health and
                Safety

            


    

     

    The
      Company and/or its Subsidiaries have complied in all material respects with
      the
      requirements of all health and safety legislation operative in the U.S. and
      the
      other jurisdictions in which the Company operates. There are no outstanding
      claims or matters which represent a breach of such laws and there are no
      circumstances or events which could give rise to such claims.

     


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    Schedule
      5

     

    Purchaser’s
      Warranties

     

    Except
      as
      set forth in the Attachments to this Schedule (the “Attachment Schedules”) which
      Attachment Schedules shall be deemed a part hereof and to qualify any
      representation or warranty otherwise made herein to the extent of such
      disclosure, and except as set forth in the SEC Reports, the Purchaser hereby
      makes the representations and warranties set forth below to the Company and
      each
      of the Shareholders:. 

     

    
      	
              1.

            	
              Corporate
                Matters

            


    

     

    
      	
              1.1

            	
              The
                Purchaser has full power and authority to enter into and perform
                this
                Agreement and any agreement or document to be entered into by the
                Purchaser pursuant to this Agreement. This Agreement and the other
                documents to be executed by the Purchaser pursuant to this Agreement
                constitute or, when executed, will constitute, valid and binding
                obligations on the Purchaser which are enforceable in accordance
                with
                their respective terms.

            


    

     

    
      	
              1.2

            	
              The
                Purchaser has taken all corporate and other action necessary to enable
                it
                to enter into and perform this Agreement and any agreement or document
                to
                be entered into pursuant to this Agreement and has obtained all approvals
                and consents required by it for the performance by it of the transactions
                contemplated by this Agreement and any agreement or document to be
                entered
                into pursuant to this Agreement.

            


    

     

    
      	
              1.3

            	
              The
                execution and delivery of, and the performance by the Purchaser of
                its
                obligations under, this Agreement and any agreement or document entered
                into pursuant to this Agreement will
                not:

            


    

     

    
      	 	
              (i)

            	
              result
                in a breach of any provision of the constitutional documents of the
                Purchaser; or

            


    

     

    
      	 	
              (ii)

            	
              result
                in a breach of any order, judgment or decree of any court or governmental
                agency or Encumbrance to which the Purchaser is a party or by which
                the
                Purchaser or any of its assets is
                bound.

            


    

     

    
      	
              1.4

            	
              The
                Purchaser has not created or granted or agreed to create or grant
                any
                Encumbrance in respect of any of its
                Securities.

            


    

     

    
      	
              1.5

            	
              Except
                as contemplated by this Agreement, there are no agreements or arrangements
                in force which provide for the present or future allotment, issue,
                transfer, redemption or repayment of, or grant to any person of the
                right
                (whether conditional or otherwise) to require the allotment, issue,
                transfer, redemption or repayment of, any Securities or loan capital
                of
                the Purchaser (including any option or right of pre-emption or
                conversion).

            


    

     

    
      	
              1.6

            	
              The
                Purchaser is not, nor has it ever been the holder or beneficial owner
                of,
                nor has it agreed to acquire:

            


    

     

    
      	 	
              (i)

            	
              any
                share or loan capital of any corporate body (whether incorporated
                in the
                United States of America or elsewhere);
                or

            


    

     

    
      	 	
              (ii)

            	
              any
                interest in any firm, partnership, association, organization or
                trust.

            


    

     

    
      	
              1.7

            	
              The
                Purchaser does not control or take part in the management of any
                corporate
                body, firm, partnership, association, organization or
                trust.

            


    

     

    
      	
              1.8

            	
              The
                details of the Purchaser set out in Schedule 3 are true and accurate
                in
                all respects. 

            


    

     


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    
      	
              1.9

            	
              The
                Purchaser has at all times carried on business and conducted its
                affairs
                in all respects in accordance with its constitution for the time
                being in
                force and any other documents to which it is or has been a
                party.

            


    

     

    
      	
              1.10

            	
              The
                Purchaser is empowered and duly qualified to carry on business in
                all
                jurisdictions in which it now carries on
                business.

            


    

     

    
      	
              1.11

            	
              Due
                compliance has been made with all legal requirements in connection
                with
                the formation of the Purchaser, the allotment or issue of any of
                its
                Securities and other securities and the payment of
                dividends.

            


    

     

    
      	
              1.12

            	
              Except
                as set forth in the Attachment Schedule 1.12 all returns, particulars,
                resolutions and documents required to be filed with any authority
                in the
                United States of America, or any other authority, in respect of the
                Purchaser have been duly filed within the relevant time limits and
                were
                true, accurate and correct in all material
                respects.

            


    

     

    
      	
              1.13

            	
              The
                authorization, allotment and issue of the Consideration Shares complies,
                to the extent applicable, with the constitutional documents of the
                Purchaser and all relevant legal and regulatory
                requirements.

            


    

     

    
      	
              1.14

            	
              The
                Consideration Shares will be allotted fully paid and issued free
                from all
                claims, expenses and Encumbrances and together with all rights attached
                to
                them at the date of this Agreement and
                subsequently.

            


    

     

    
      	
              1.15

            	
              The
                Consideration Shares on issue will rank pari passu in all respects
                with
                the Purchaser’s current issued Securities, including the right to
                participate in all dividends and other distributions thereafter made
                or
                paid in respect of the Securities.

            


    

     

    The
      Purchaser and its Directors have full power and authority under the Purchaser’s
      constitutional documents and from resolutions passed by its members in general
      meeting to allot and issue the Consideration Shares without any other sanction
      or consent by members of the Purchaser or any class of them for the allotment
      and issue of the Consideration Shares which has not been unconditionally
      obtained.

     

    
      	
              1.16

            	
              The
                allotment and issue of the Allotment Shares and the transfer of
                Acquisition Shares to the Purchaser complies with all relevant legal
                and
                regulatory requirements.

            


    

     

    
      	
              2.

            	
              Finance

            


    

     

    
      	
              2.1

            	
              Except
                for the commitments contained in this Agreement, which are conditional
                upon the Purchaser securing support for its private placement fundraising
                activities, the Purchaser has no outstanding capital commitments.
                The
                Purchaser has not made or agreed to make any capital expenditure
                or
                incurred or agreed to incur any capital
                commitments.

            


    

     

    
      	
              2.2

            	
              The
                Purchaser has not lent any money which has not been repaid to
                it.

            


    

     

    
      	
              2.3

            	
              There
                are no liabilities (including contingent liabilities) which are
                outstanding on the part of the
                Purchaser.

            


    

     

    
      	
              2.4

            	
              The
                Purchaser has no outstanding loan capital, nor has it agreed to create
                or
                issue any such loan capital.

            


    

     

    
      	
              2.5

            	
              Since
                the date of its incorporation the Purchaser has
                not:

            


    

     


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    
      	
              (i)

            	
              incurred
                or agreed to incur any borrowing or indebtedness which it has not
                repaid
                or satisfied; 

            


    

     

    
      	 	
              (ii)

            	
              lent
                or agreed to lend any money which has not been repaid to it;
                or

            


    

     

    
      	 	
              (iii)

            	
              acquired
                the benefit of any debt, present or
                future.

            


    

     

    
      	
              2.6

            	
              Except
                as set forth in the Attachment Schedule 2.6, since the date of its
                incorporation, the Purchaser is not a party to nor has it any outstanding
                obligation under nor has it agreed to enter
                into:

            


    

     

    
      	 	
              (i)

            	
              any
                loan agreement, debenture, bond, stock, acceptance or documentary
                credit
                facility, bill of exchange, promissory note, finance lease, debt
                or
                inventory financing, discounting or sale of receivables or factoring
                agreement or sale and lease back arrangement;
                or

            


    

     

    
      	 	
              (ii)

            	
              any
                other arrangement, except as contemplated in this Agreement, the
                purpose
                of which is to raise money or provide finance or
                credit.

            


    

     

    
      	
              3.

            	
              Business
                Transfer Agreement

            


    

     

    Since
      incorporation the Purchaser has not conducted any business other than the
      Pre-Completion Business. The Purchaser having entered into the Business Transfer
      Agreement has transferred all assets and liabilities to the Subsidiary company
      which is a party to the Business Transfer Agreement. As a result of transferring
      all of the assets and liabilities associated with the Pre-Completion Business
      out of the Purchaser under the terms of the Business Transfer Agreement prior
      to
      the Completion Date, as well as assigning all agreements related thereto, the
      Purchaser has no remaining liabilities or obligations relating to the
      Pre-Completion Business.

     

    
      	
              4.

            	
              Trading

            


    

     

    
      	
              4.1

            	
              The
                Purchaser is not and has not since its date of incorporation been
                a party
                to any agreement, arrangement or obligation which is of an unusual
                or
                abnormal nature or outside the ordinary and normal course of business
                or
                which is not of an entirely arms length
                nature.

            


    

     

    
      	
              4.2

            	
              The
                Purchaser has not entered into any guarantee or agreement for indemnity
                or
                for suretyship in respect of any debt, liability or obligation of
                any
                third party.

            


    

     

    
      	
              4.3

            	
              No
                third party has entered into or provided any guarantee or agreement
                for
                indemnity or for suretyship or performance bond or other security
                in
                respect of any debt, liability or obligation of the
                Purchaser.

            


    

     

    
      	
              4.4

            	
              The
                Purchaser is not, nor will it with the lapse of time become, in default
                under any agreement to which it is a party and, so far as the Purchaser
                is
                aware, there are no facts, matters or circumstances which are likely
                to
                give rise to any such default.

            


    

     

    
      	
              4.5

            	
              To
                the best of the Purchaser’s knowledge and belief is not nor will it with
                the lapse of time become liable in respect of any representation
                or
                warranty (whether express or implied) or any matter giving rise to
                a duty
                of care on its part.

            


    

     

    
      	
              4.6

            	
              Except
                as set forth in the Attachment Schedule relevant to this statement
                4.6 no
                party to any agreement with the Purchaser is in material default
                under
                such agreement and, so far as the Purchaser is aware there are no
                facts,
                matters or circumstances which are likely to give rise to any such
                default.

            


    

     


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    
      	
              4.7

            	
              The
                Purchaser has obtained all licenses, permissions, authorizations
                and
                consents from any person, authority or body which are necessary for
                the
                carrying on of its business and all such licenses, permissions,
                authorizations and consents are in full force and effect and the
                Purchaser
                is not in breach of any of the terms or conditions of any such license,
                permission, authorization or
                consent.

            


    

     

    
      	
              4.8

            	
              No
                party is or will be entitled to terminate or revoke any such license,
                permission, authorization or consent as a result of the entry into
                or
                performance of this Agreement or any of the transactions contemplated
                by
                this Agreement.

            


    

     

    
      	
              4.9

            	
              Neither
                the Purchaser (nor any person for whose acts or defaults the Purchaser
                may
                be vicariously liable) is involved or since the date of incorporation
                of
                the Purchaser has been involved in any legal or administrative or
                arbitration proceedings (whether as plaintiff or defendant or otherwise)
                and no such proceedings are pending or threatened and, so far as
                the
                Purchaser is there are no facts, matters or circumstances which are
                likely
                to give rise to any such
                proceedings.

            


    

     

    
      	
              4.10

            	
              There
                is no unfulfilled or unsatisfied judgment or court order or undertaking
                or
                assurance given to any court or government or governmental agency
                or
                regulatory body outstanding against the
                Purchaser.

            


    

     

    
      	
              4.11

            	
              No
                governmental or official investigation or inquiry concerning the
                Purchaser
                or any of its directors or employees is in progress or pending and
                so far
                as the Purchaser is aware there are no facts, matters or circumstances
                which are likely to give rise to any such investigation or
                inquiry.

            


    

     

    
      	
              4.12

            	
              The
                Purchaser has conducted and is conducting its business in accordance
                with
                all applicable laws in the United States of America and
                Canada.

            


    

     

    
      	
              4.13

            	
              The
                Purchaser is not in breach of any order, decree or judgment of any
                court
                or any governmental or regulatory authority (whether of the United
                States
                of America or Canada).

            


    

     

    
      	
              4.14

            	
              The
                Purchaser has not made any voluntary assignment or proposal under
                the
                applicable laws relating to insolvency and no bankruptcy petition
                has been
                filed or presented against the Company and no order has been made
                or a
                resolution passed for the winding-up, dissolution or liquidation
                of the
                Purchaser.

            


    

     

    
      	
              5.

            	
              Employment

            


    

     

    
      	
              5.1

            	
              The
                Purchaser has no employees.

            


    

     

    
      	
              5.2

            	
              No
                outstanding offer of employment has been made by the Purchaser to
                any
                person nor has any person accepted an offer of employment made by
                the
                Purchaser but who has not yet commenced such
                employment.

            


    

     

    
      	
              5.3

            	
              Except
                as set forth in the Attachment Schedule relevant to this statement
                5.3
                there are no contracts for services (including without limitation
                consultancy agreements) between the Purchaser and any
                person.

            


    

     

    
      	
              5.4

            	
              The
                Purchaser does not have in existence or participate in any share
                incentive
                scheme or share option scheme.

            


    

     

    
      	
              6.

            	
              Pensions

            


    

     

    The
      Purchaser has not prior to the date of this Agreement paid, provided or
      contributed towards, and the Purchaser has not proposed nor is it under any
      obligation, liability or commitment whether established by trust contract,
      board
      resolution, service agreement, ex-gratia arrangement or

     


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    otherwise
      and whether or not legally enforceable to pay, provide or contribute towards,
      any retirement, death or disability benefit for or in respect of any present
      or
      past officer or employee (or any spouse, child or dependent of any of them)
      of
      the Purchaser and no such pension or payment is now being made voluntarily
      and
      no ex-gratia payments in respect of any pension have been or are proposed to
      be
      made by the Purchaser to any such persons.

     

    
      	
              7.

            	
              Assets

            


    

     

    
      	
              7.1

            	
              No
                claim has been or will be made by any person to be entitled to any
                Encumbrance on or over any of the assets, property or undertaking
                of the
                Purchaser.

            


    

     

    
      	
              7.2

            	
              There
                is no dispute, directly or indirectly, between the Purchaser and
                any
                person relating to any of the assets of the
                Purchaser.

            


    

     

    
      	
              8.

            	
              Insurance

            


    

     

    
      	
              8.1

            	
              As
                of the Completion Date, to the best of the Purchaser’s knowledge and
                belief, the Purchaser is not required to obtain nor does it maintain
                any
                policies of insurance.

            


    

     

    
      	
              8.2

            	
              Subsequent
                to Completion, the Purchaser shall use its best efforts to obtain
                all
                required policies of insurance, as would be obtained or carried on
                by a
                same type of business, and shall at all material times thereafter
                adequately insure against accident, damage, injury, third party loss
                (including, with limitation, product liability), loss of profits
                and other
                risks normally insured against by persons carrying on the same type
                of
                business as that carried on by the Purchaser. In addition, the Purchaser
                shall use its best efforts to have all policies of insurance effected
                by
                or for the benefit of the Purchaser in the future to be then in full
                force
                and effect and shall use its best efforts not to take any action
                or omit
                to take any action which could make any such policy of insurance
                void or
                voidable or which would likely to result in an increase in premium.
                

            


    

     

    9. SEC
      Reports

     

    “SEC
      Reports” shall mean all reports, schedules, forms, statements and other
      documents filed by the Purchaser with the Securities and Exchange Commission
      under the Securities Act of 1933, as amended, or the Exchange Act of 1934,
      as
      amended, from inception on January 28, 2005 through the Completion
      Date.

     


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      SCHEDULES TO

     

    SCHEDULE
      5 “PURCHASER WARRANTIES”

     

    OF
      THE ACQUSITION AGREEMENT DATED MARCH 26, 2007

     

    Schedule
      1.12

     

    The
      Purchaser believes that not all returns, particulars, resolutions and documents
      required to be filed with any authority in the United States of America, or
      any
      other authority, in respect of the Purchaser have been duly filed within the
      relevant time limits and were true, accurate and correct in all material
      respects.
      See the
      Purchaser’s SEC Reports, including but not limited to Note 2 to the Purchaser’s
      Financial Statements filed as part of the Purchaser’s Annual Report on Form
      10-KSB for the fiscal year ended October 31, 2006, filed with the SEC on
      February 13, 2007, relating to the Purchaser’s treatment of “income taxes”.
      Income taxes are provided for using the liability method of accounting in
      accordance with Statement of Financial Accounting Standards No. 109, “Accounting
      for Income Taxes”. A deferred tax asset or liability is recorded for all
      temporary differences between financial and tax reporting. Deferred income
      taxes
      and tax benefits are recognized for the future tax consequences attributable
      to
      differences between the financial statement carrying amounts of existing assets
      and liabilities and their respective tax bases, and for tax loss and credit
      carry-forwards. Deferred tax assets and liabilities are measured using enacted
      tax rates expected to apply to taxable income in the years in which those
      temporary differences are expected to be recovered or settled. The Company
      provides for deferred taxes for the estimated future tax effects attributable
      to
      temporary differences and carry-forwards when realization is more likely than
      not.
      To the
      best of the Purchaser’s knowledge, the Purchaser’s failure to file, if any, of
      the returns, particulars, resolutions and documents required to be filed with
      any authority in the United States of America, or any other authority, if
      applicable, will not cause a material adverse effect on the
      Purchaser.

     

    In
      addition, the Purchaser did not file within the applicable time periods its
      Quarterly Report on Form 10-QSB for the nine months ended July 31,
      2006.

     

    Schedule
      2.6

     

    See
      the
      Purchaser’s SEC Reports, including but limited to, the Annual Report on Form
      10-KSB for the fiscal year ended October 31, 2006, filed with the SEC on
      February 13, 2007.

     

    Schedule
      4.6

     

    The
      British Columbia Securities Commission (“BC Commission”) issued to MDMI
      Technologies Inc. (“MDMI”) an Investigation Order (the “Investigation Order”) on
      February 28, 2005 and a Cease Trade Order (the “Trade Order”; the Trader Order
      and Investigation Order shall be collectively referred to as the “Orders”) on
      June 15, 2005, on MDMI’s privately traded securities. The Purchaser believes
      that the Orders were issued as a result of MDMI’s failure to file a Report of
      Exempt Distribution and possibly various other reports with the BC Commission.
      The Purchaser further believes that if MDMI fails to resolve the issues with
      respect to the Orders, and until the BC Commission revokes the Orders, its
      results and operations may be significantly impacted as a result of it having
      an
      exclusive license agreement with MDMI pursuant to which it acquired the
      exclusive worldwide license, right and permission to manufacture, market, and
      distribute a medical pessary device for the treatment of urinary incontinence
      called the “Gynecone”, and a manufacturing agreement with MDMI under the terms
      of which the Purchaser agreed for an indefinite term to purchase products
      developed by MDMI according to its specifications at a price of $10 per urinary
      incontinence apparatus unit produced. As described in the Recent Corporation
      Developments section and “Plan of Operations” section of the Purchaser’s Annual
      Report on Form 10-KSB, the Purchaser’s current plan of operation is to develop
      and market the Gynecone device and secure agreements and/or working
      relationships with potential distributors of the Gynecone device. If
      aforementioned results in a serious constraint on MDMI’s ability to finance
      their business and operations and impair their ability to continue as a going
      concern, the Purchaser’s ability plan of operation will be

     


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    impaired
      and its results of operations and its financial position will be significantly
      impacted, and it maybe forced to cease its operations.

     

    Schedule
      5.3

     

    Effective
      as of the date of this Agreement, the Purchaser entered into an Employment
      Agreement with Mark A. McLeary, its Chief Executive Officer, Chief Financial
      Officer, Secretary and Treasurer. The terms of Mark A. McLeary’s Employment
      Agreement is set forth in the Purchaser’s SEC filings.

     

     

     


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    Schedule
      6

     

    Part
      I

     

    Initial
      Funding Agreements

     

    Initial
      Funding Completion shall be conditional upon execution of the agreements set
      out
      in paragraphs 1 and 2 below.  For the purposes of this Schedule 6 execution
      means the signature, dating, exchange between the parties to such agreements,
      of
      the agreements, and having such parties take all corporate and other action
      necessary to enable them to enter into and perform such agreements and any
      agreement or document to be entered into in connection with such agreements.
      

     

    


     

    
      	
              No.

               

            	
              Condition

               

            
	
              1

               

            	
              Employment
                Agreements to be entered into during the Interim Period between Company
                and each of Gary Hudson, Stephen Padgett, Gordon Weightman, Kevin
                Alexander, Alastair Mack and Jack Dunigan.

               

            
	
              2

               

            	
              An
                option agreement on the site, subject to successful Initial Funding,
                or an
                agreement in principle (which may be in the form of correspondence)
                indicating a high level of certainty that one or both of the sites
                will
                become available for the project described in the Business
                Plan.

               

            


    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    Part
      II

     

    Detailed
      schedule of expenditures for which the Initial Funding may be used
      for.

     

    Initial
      Funding Budget (2 Pages) 

     

    


     


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

        
        

      

    



    Schedule
      7

     

    Completion
      Agreements 

     

    Completion
      shall be conditional upon execution of the agreements (in the case of the EPC
      document referred to as a “contract”) and the provision of the documents and in
      the case of item 13, the confirmation, referred to below. For the purposes
      of
      this Schedule, execution means the signature, dating and exchange between the
      parties to such agreements, of the agreements. In the case of the agreements
      to
      be executed and documents to be provided by the Company, the conditions shall
      become satisfied upon delivery of copies thereof to the Purchaser in a form
      acceptable to the Purchaser, and in the case of the confirmation to be provided
      by the Purchaser (see item 13) on the date of provision of such confirmation
      by
      the Purchaser to the Company. It is acknowledged by the Purchaser that the
      agreements to be executed by the Company will need to be made conditional upon
      Completion of this Agreement.

     

    
      	
              No.

               

            	 	
              Condition

               

            
	
              1

               

            	
              General

               

            	
              All
                the conditions set forth in Schedule 6 have been satisfied.

               

            
	
              2

               

            	
              Company

               

            	
              Execution
                of Agreements with banks or other financial institutions which provide
                for
                the extension of loan financing or a credit facility to the
                Company/Purchaser in amounts and subject to terms which, with the
                Main
                Funding to be provided by Purchaser, will be sufficient to fund the
                Project based on the costs and expenses identified in the Business
                Plan
                and the Budget (see 3 below).

               

            
	
              3

               

            	
              Company

               

            	
              Completion
                and delivery to the Purchaser of a detailed Budget for the Project.
                

               

            
	
              4

               

            	
              Company

               

            	
              Execution
                of employment agreements between the Purchaser and each of Gary Hudson,
                Stephen Padgett, Gordon Weightman, Kevin Alexander, Alastair Mack
                and Jack
                Dunigan, including at the option of the Company,
                with
                one of, a US GAAP qualified and SEC and Sarbanes Oxley familiar CFO,
                or, a
                competent CFO and a US GAAP qualified and SEC and Sarbanes Oxley
                familiar
                consultant to assist that CFO.

               

            
	
              5

               

            	
              Company

               

            	
              Provision
                to the Purchaser of a thorough environmental analysis which reveals
                no
                fatal flaws in the project, i.e. contains nothing which would
                fundamentally obstruct or prevent implementation.

               

            
	
              6

               

            	
              Company

               

            	
              Execution
                of an EPC (Engineering, Procurement and Construction) Contract with
                a
                contractor which provides for delivery by that contractor of all
                of the
                deliverable items and services including process technology and which
                satisfies the criteria for such Agreement as identified in Attachment
                5 to
                the PO “EPC
                Contract and O&M Philosophy”

               

            


    

    


     

     

     

    
      	
              7

               

            	
              Company

               

            	
              Preparation
                of a strategy and procedure for provision of operation and maintenance
                services providing for necessary operation and maintenance services
                to
                ensure operation and maintenance of the plant.

               

            
	
              8

               

            	
              Company

               

            	
              Execution
                of agreements providing for the acquisition and/or the lease of a
                site
                meeting criteria as referred to in the Project Overview for the sites
                under consideration as referred to in the Part I Conditions Precedent
                to
                this Agreement.

               

            
	
              9

               

            	
              Company

               

            	
              Written
                confirmation that all approvals and permits (including in particular
                an
                air permit) which are essential prerequisites to the commencement
                of plant
                construction at the site, have either been obtained or the provision
                of
                satisfactory assurances that all such permits and approvals can and
                will
                be obtained prior to construction commencement. Such confirmation
                to be
                supported by details of the permits obtained or of correspondence
                or
                records of meetings and discussions relating to such approvals and
                permits.

               

            
	
              10

               

            	
              Company

               

            	
              Execution
                of initial supply agreements and offtake agreements providing for
                the
                supply of process feedstock in the case of the supply agreements
                and for
                the sale/distribution of finished products in the case of offtake
                agreements.  Such agreements to contain provisions as to quantities
                and pricing mechanisms which are consistent with achieving the financial
                assumptions and forecasts contained in the Business Plan. Alternatively,
                the delivery to Purchaser by Company of a detailed strategy for
                acquisition of processed feedstocks and the sale/distribution of
                finished
                products which identifies potential suppliers and customers willing,
                in
                principle, to enter into agreements with Company on terms which are
                consistent with achieving the financial assumptions and forecasts
                contained in the Business Plan.

               

            
	
              11

               

            	
              Company

               

            	
              Execution
                of Agreements with all necessary companies and/or authorities providing
                for the transport to and from the sites of process feedstock and
                finished
                products in quantities sufficient to support the reasonableness of
                the
                financial assumptions and forecasts contained in the Business Plan,
                including as necessary transportation arrangements by water, road
                and
                rail. 

               

            
	
              12

               

            	
              Company

               

            	
              Agreements
                in principle for the supply of necessary utilities to the site or
                provision of satisfactory assurances that sufficient supplies of
                power,
                water and communication facilities can and will be made available
                to the
                site.

               

            
	
              13

               

            	
              Purchaser

               

            	
              The
                Purchaser to have successfully confirmed that an additional $35,000,000
                net has been deposited into a designated escrow account.

               

            


    


    
      
        50

         

        


         

        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    Schedule
      8

     

    Business
      Plan 

     


    
      
         

        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    Exhibit
      1

     

    Voting
      Agreement

     

    TO: The
      Four
      Rivers BioEnergy Company Inc. and Med-Tech Solutions, Inc. 

     

    To
      Whom
      It May Concern:

     

    This
      letter Agreement (“Agreement”) will confirm my agreement to vote all shares of
      The Four Rivers BioEnergy Company Inc., a Kentucky corporation (“4Rivers”),
      voting stock over which I have voting control during period beginning on the
      date of this Agreement and until the Completion Date (as defined in the
      Acquisition Agreement (the “Acquisition Agreement”) dated March 26, 2007 entered
      into by and among 4Rivers, Med-Tech Solutions, Inc. (“Med-Tech”) and all of the
      shareholders of 4Rivers signatories thereto) (the “Term”) in favor of a
      resolution presented to the shareholders of 4Rivers for the purposes of (i)
      electing a Purchaser Representative (as defined in the Acquisition Agreement)
      on
      the board of directors of 4Rivers, or (ii) removing the Purchaser Representative
      from the board of directors of 4Rivers and appointing a replacement Purchaser
      Representative, in accordance with the directions of a majority of the directors
      of Med-Tech then in place. This Agreement is given in consideration of, and
      as a
      condition to enter into such Acquisition Agreement and is not revocable by
      me
      for any reason during the Term of the Agreement.      

     

    
      	
              NAME
                OF SHAREHOLDER:

               

              __________________________________________

               

              By:
                _______________________________________

               

              Name:

               

              Title:

               

              Number
                of Shares of Voting

               

              Stock
                Beneficially Owned:

               

            


    

     

     

     

     

    


     

     

     


    
      
         

        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    Exhibit
      2

     

    Main
      Funding Release Agreement

     

    RELEASE
      NOTICE AGREEMENT

     

    THIS
      RELEASE NOTICE AGREEMENT (this “Agreement”)
      is
      made as of _________________ ____, 2007, by and among The Four Rivers BioEnergy
      Company Inc., a Kentucky corporation (the “Company”), Med-Tech Solutions, Inc.,
      a Nevada corporation (“Med-Tech”; Med-Tech and together with the Company, the
“Parties”) and the person signatory hereto, an individual.

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Company and Med-Tech have entered into the Acquisition Agreement dated
      March
      ___, 2007 pursuant to which Med-Tech intends to acquire of all of the issued
      and
      outstanding shares of the Company’s common stock, $0.001 par value per share;


     

    WHEREAS,
      Med-Tech intends to raise the Main Funding (as defined in the Acquisition
      Agreement) during the Interim Period (as defined in the Acquisition Agreement);
      

     

    WHEREAS,
      the Parties agree that in the event of Completion the proceeds of the Main
      Funding shall be deposited at Completion into a designated bank account of
      the
      Company (the “Designated Account”) agreeable to Med-Tech, and subject to the
      terms of this Agreement; 

     

    WHEREAS,
      the Company has agreed to, and it is a condition of Completion, to present
      evidence satisfactory to Med-Tech that the requirements of Med-Tech’s designated
      representative’s (or his dully appointed replacement) (the “Representative”)
      signature is an irrevocable and absolute requirement for purposes of disposition
      of any portion or all of the amount of the Main Funding from said Designated
      Account (the “Disbursement”), in order to properly govern the manner and terms
      upon which the funds to be raised in the Main Funding may be drawn down and
      disbursed from said Designated Account (i.e., require the approval of a
      designated representative of Med-Tech) (the “Main Funding
      Signatory”);

     

    WHEREAS,
      the Company has agreed to, and it is a condition of Completion, to present
      evidence satisfactory to Med-Tech that any Disbursement from said Designated
      Account shall be conditional on the bank operating said Designated Account
      (the
“Bank”) receiving a Release Notice, in the form attached hereto as Exhibit
      X,
      signed
      by a duly appointed Representative, in accordance with the terms set forth
      in
      the Acquisition Agreement and herein; and

     

    WHEREAS,
      the Representative is willing to act as the Main Funding Signatory on and
      subject to the terms of this Agreement;

     

    WHEREFORE,
      the Parties and the Representative agree as follows:

     

    


     

    TERMS
      OF THE AGREEMENT

     

    1.2 The
      parties hereby agree, in the event of Completion, to establish a Designated
      Account with the terms and the Bank agreeable to Med-Tech where the Main Funding
      shall be deposited into at Completion, whereby the Bank shall hold the Main
      Funding, as contemplated by the Acquisition Agreement and pursuant to the terms
      of this Agreement.

     

    1.3 The
      Company agrees, and it is a condition of Completion for the Company, to present
      evidence satisfactory to Med-Tech that the requirements of Representative’s (or
      his dully appointed replacement) signature is an irrevocable and absolute
      requirement for purposes of any Disbursement from said Designated Account,
      in
      order to properly govern the manner and terms upon which the Main Funding may
      be
      drawn down and disbursed from said Designated Account (i.e., require the
      approval of the Representative or his dully appointed replacement), such that
      the Company shall present to the Representative in writing the amount of the
      Disbursement (the “Request”).

     

    1.4 The
      Company agrees and acknowledges, and it is a condition of Completion for the
      Company, to present evidence satisfactory to Med-Tech that any Disbursement
      from
      the said Designated Account shall be

     


    
      
         

        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    conditional
      on the Bank receiving a Release Notice, in the form attached hereto as
Exhibit
      X,
      signed
      by a duly appointed Representative (or his dully appointed replacement), in
      accordance with the terms set forth in the Acquisition Agreement and
      herein.

     

    1.4 The
      Company agrees and acknowledges, and it is a condition of Completion, that
      any
      Disbursement, shall solely be made per the terms of this Agreement and the
      Acquisition Agreement.

     

    1.5
       The
      Parties agree and acknowledge, that upon
      receipt by the
      Parties mutually selected Bank
      of
      the Release Notice signed by the Representative,
      the
      Parties shall instruct the Bank to deliver the amount of the Disbursement from
      the Main Funding, per the signed written instructions of the Company and
      Med-Tech. 

     

    1.6
       In
      the
      event the Representative
      reasonably determines in his sole discretion that it is necessary or appropriate
      to reject the Request, the Representative
      shall
      deliver written notice of such rejection to the Company and Med-Tech which
      notice shall include the reason for such rejection;
      notwithstanding the foregoing, if any Request for any Disbursement is of a
      type
      and amount of expenditure specifically set forth in the EPC contract pursuant
      to
      which such expenditures from the Main Funding shall be paid (to be agreed to
      by
      the parties on or before Completion), the Representative shall not unreasonably
      reject the Request for the Disbursement and withhold his/her signed Release
      Notice.

     

    1.7 The
      Parties hereby agree to appoint the person whose name is set forth on Schedule
      I
      annexed hereto as the Representative.

     

    1.8 Notwithstanding
      any of the foregoing, the Parties agree and acknowledge that the Bank shall
      not
      be required to receive a signed Release Notice from the Representative if the
      amount of the Disbursement in the Request does not exceed $10,000 per Request
      and $50,000 for every 30 calendar days. 

     

    ARTICLE
      II

    MISCELLANEOUS

     

    2.1 No
      waiver
      or any breach of any covenant or provision herein contained shall be deemed
      a
      waiver of any preceding or succeeding breach thereof, or of any other covenant
      or provision herein contained. No extension of time for performance of any
      obligation or act shall be deemed an extension of the time for performance
      of
      any other obligation or act.

     

    2.2 
      All
      notices or other communications required or permitted hereunder shall be in
      writing, and shall be sent as set forth in the Acquisition Agreement and this
      Agreement.

     

    2.3 
      This
      Agreement shall be binding upon and shall inure to the benefit of the permitted
      successors and Agreement is the final expression of, and contains the entire
      agreement between, the parties with respect to the subject matter hereof and
      supersedes all prior understandings with respect thereto. This Agreement may
      not
      be modified, changed, supplemented or terminated, nor may any obligations
      hereunder be waived, except by written instrument signed by the parties to
      be
      charged or by its agent duly authorized in writing or as otherwise expressly
      permitted herein.

     

    2.4 
      Whenever
      required by the context of this Agreement, the singular shall include the plural
      and masculine shall include the feminine. This Agreement shall not be construed
      as if it had been prepared by one of the parties, but rather as if all parties
      had prepared the same. Unless otherwise indicated, all references to Articles
      are to this Agreement.

     

    2.5 
      The
      parties hereto expressly agree that this Agreement shall be governed by,
      interpreted under and construed and enforced in accordance with the laws of
      the
      State of New York. Any action to enforce, arising out of, or relating in any
      way
      to, any provisions of this Escrow Agreement shall only be brought in a state
      or
      Federal court sitting in New York City.

     


    
      
         

        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    2.6 
      The
      Representative’s duties hereunder may be altered, amended, modified or revoked
      only by a writing signed by the Company, Med-Tech and the Representative
(or
      his
      dully appointed replacement).

     

    2.7 
      The
      Representative shall be obligated only for the performance of such duties as
      are
      specifically set forth herein and may rely and shall be protected in relying
      or
      refraining from acting on any instrument reasonably believed by the
      Representative to be genuine and to have been signed or presented by the proper
      party or parties. The Representative shall not be personally liable for any
      act
      the Representative may do or omit to do hereunder as the Representative while
      acting in good faith and in the absence of gross negligence, fraud and willful
      misconduct, and any act done or omitted by the Representative pursuant to the
      advice of the Representative’s attorneys-at-law shall be conclusive evidence of
      such good faith, in the absence of gross negligence, fraud and willful
      misconduct.

     

    2.8 
      The
      Representative is hereby expressly authorized to disregard any and all warnings
      given by any of the parties hereto or by any other person or corporation,
      excepting only orders or process of courts of law and is hereby expressly
      authorized to comply with and obey orders, judgments or decrees of any court.
      In
      case the Representative obeys or complies with any such order, judgment or
      decree, the Representative shall not be liable to any of the parties hereto
      or
      to any other person, firm or corporation by reason of such decree being
      subsequently reversed, modified, annulled, set aside, vacated or found to have
      been entered without jurisdiction.

     

    2.9 The
      Representative shall not be liable in any respect on account of the identity,
      authorization or rights of the parties executing or delivering or purporting
      to
      execute or deliver the Request, any documents contemplated by this Agreement
      or
      the Acquisition Agreement or any documents or papers deposited or called for
      thereunder in the absence of gross negligence, fraud and willful
      misconduct.

     

    2.10 The
      Representative shall be entitled to employ such legal counsel and other experts
      as the Representative may deem necessary properly to advise the Representative
      in connection with the Representative’s duties hereunder, may rely upon the
      advice of such counsel, and may pay such counsel reasonable compensation;
      provided that the costs of such compensation shall be borne by the
      Representative. 

     

    2.11 The
      Representative’s responsibilities hereunder shall terminate if the
      Representative shall resign by giving written notice to the Company and
      Med-Tech. In the event of any such resignation, the Company, Med-Tech and the
      Representative shall mutually appoint a successor Representative and the
      Representative shall deliver to such successor Representative any documents
      held
      by the Representative.

     

    2.12 If
      the
      Representative reasonably requires other or further instruments in connection
      with this Agreement or obligations in respect hereto, the necessary parties
      hereto shall join in furnishing such instruments.

     

    2.13 It
      is
      understood and agreed that should any dispute arise with respect to the terms
      of
      this Agreement or the Acquisition Agreement or the delivery of the Release
      Notice and/or ownership or right of possession of the documents held by the
      Representative hereunder, the Representative is authorized and directed in
      the
      Representative’s sole discretion (1) to retain in the Representative’s
      possession without liability to anyone all or any part of said documents until
      such disputes shall have been settled either by mutual written agreement of
      the
      parties concerned by a final order, decree or judgment or a court of competent
      jurisdiction after the time for appeal has expired and no appeal has been
      perfected, but the Representative shall be under no duty whatsoever to institute
      or defend any such proceedings or (2) to deliver the escrow funds and any other
      property and documents held by the Representative hereunder to a state or
      Federal court having competent subject matter jurisdiction and located in the
      City of New York in accordance with the applicable procedure
      therefore

     

    2.14 The
      Company and Med-Tech agree jointly and severally to indemnify and hold harmless
      the Representative and its employees, agents and representatives from any and
      all claims, liabilities, costs or expenses in any way arising from or relating
      to the duties or performance of the Representative hereunder or the transactions
      contemplated hereby or by the Acquisition Agreement other than any such claim,
      liability, cost or expense to the extent the same shall have been determined
      by
      final, unappealable judgment of a court of competent jurisdiction to have
      resulted from the gross negligence, fraud or willful misconduct of the
      Representative.

     

    


     


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

     

    
      	
               

              MED-TECH
                SOLUTIONS, INC.

               

            	 
	
              By:__________________________________________

              Name:

              Title:

            	 
	
              With
                a copy to (which shall not constitute notice):

               

               

               

               

            	 
	
               

              THE
                FOUR RIVERS BIOENERGY COMPANY INC.

               

               

               

            	 
	
              By:__________________________________________

              Name:

              Title:

            	 
	
              With
                a copy to (which shall not constitute notice):

               

               

               

               

            	 
	
              REPRESENTATIVE:

            	 
	 	 
	
              By:__________________________________________

              Name:

              Title:

            	 


    

     

     


    
      
         

        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    Exhibit
      X
      to

     

    Agreement

     

    RELEASE
      NOTICE

     

    The
      UNDERSIGNED, pursuant to the Agreement, dated as of ________________ ___, 2007,
      among The Four Rivers BioEnergy Company Inc. (the “Company”), Med-Tech
      Solutions, Inc. (“Med-Tech”), and the Representative signatory thereto (the
“Agreement”;
      capitalized terms used herein and not defined shall have the meaning ascribed
      to
      such terms in the Agreement and the Acquisition Agreement dated March 26, 2007
      entered into by and among the Company, Med-Tech and the signatories thereto
      (the
“Acquisition Agreement”)), hereby notify the Bank that the conditions precedent
      to
      the draw
      down, disbursement or other disposition of the Disbursement set
      forth
      in the Agreement and the Acquisition Agreement have been satisfied. The
      Representative hereby authorizes the release of the amount of $_____________
      per
      the Company’s and Med-Tech’s joint written instructions. This Release Notice
      shall not be effective until executed by the Representative. 

     

    IN
      WITNESS WHEREOF, the undersigned has caused this Release Notice to be duly
      executed and delivered as of this _____ day of _____________
      200___.

     

     

     

    
      	
              REPRESENTATIVE:

               

               

            
	
              By:__________________________________________

              Name:

              Title:

            


    

    


     

    SCHEDULE
      I

     

    


     

    [________________________]