Cornell Yorkville Clients

[jonesieatl]

.<font color=red>POSSIBLE NEW CLIENT

AFSE.OB

Interesting Exhibit in the 10KSB just out

http://www.sec.gov/Archives/edgar/data/1103384/000114036108009648/ex104.htm

Excerpted from the Exhibit ....

.... which primarily deals with the method of paying a consultant to AFSE as well as the introduction of the company to and a potential financing by Yorkville f/k/a Cornell Capital Partners:

"CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is made and effective as of the 1st of February, 2008 (the “Effective Date”), by and between KM Casey No1, LTD (hereinafter referred to as “Consultant”) and ALL Fuels and Energy Company (hereinafter referred to as “Company”).

WHEREAS, the Consultant is hired to provide Business Advisory Services to the Company; and

WHEREAS, upon execution by both parties, this Agreement will replace the previous agreement executed on October 15th, 2007 however, any compensation earned under the October 15th, 2007 agreement up through the date of this Agreement will still be owed to the Consultant; and

WHEREAS, the Consultant is willing to enter into an agreement with the Company upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the premises and covenants herein contained, the parties hereto agree as follows:

1. Term. Subject to the terms and conditions hereof, the term of engagement of the Consultant under this Consulting Agreement shall be for the period commencing on January 23, 2008 (the “Commencement Date”) and terminating on July 22, 2008, unless sooner terminated as provided in accordance with the provisions of Section 5 hereof. (Such term of this agreement is herein sometimes called the “Retained Term”).

2. Consulting Duties. As of the Commencement Date, the Company hereby agrees to retain the Consultant to provide Business Advisory Services as may be requested by the Company during the term hereof.

3. Compensation and Benefits During the Engagement Term.

1. Reimbursement. The Company agrees to reimburse Consultant for all reasonable ordinary and necessary business and travel related expenses upon pre-approved authorization.



2. Restricted Stock. The Consultant shall receive 500,000 shares of the Company’s common stock upon execution of this agreement. Such shares shall be deemed fully earned and are not tied to any performance criteria during the entire term of the Agreement.



3. Fees. The Company agrees to pay for any and all fees and expenses that are incurred by the Consultant on the Company’s behalf. Such expenses are to be paid upon the 5th day of being presented to the Company by the Consultant.

4. Funding Fee. The Consultant will receive 5% of the gross proceeds raised pursuant to an introduction made by the Consultant. The Funding Fee will be paid 1% in cash and 4% in the Company’s common stock valued at the time of closing of each funding. The Company and Consultant have agreed to a fee of 350,000 Warrants at a $0.10 exercise price for the introduction by the Consultant to Cornell / YA Advisors subject to the closing of a funding by Cornell to the Company.

All stock and warrants issued pursuant to this Agreement will have “piggy-back” registration rights. The Company shall not withhold authorization to issue a legal opinion pursuant to Rule 144 for any reason. Such opinion is to be issued within 5 days of the request by the Consultant. In the event the warrants are not registered they will be deemed cashless and will be able to be exercised pursuant to Rule 144....... "

end of excerpt