Asset Purchase Settlement & Release Agreement

ASSET PURCHASE, SETTLEMENT AND MUTUAL RELEASE AGREEMENT



BETWEEN



BETTER BIODIESEL, INC.

A Colorado Corporation

(BBI)



and



RON CRAFTS, MARY CRAFTS, JAMES CRAWFORD, JOHN CRAWFORD LYNN DEAN CRAWFORD and CULINARY CRAFTS, LLC, a Utah Liability Company

(Shareholders)





December __, 2007




















ASSET PURCHASE, SETTLEMENT AND MUTUAL RELEASE AGREEMENT





This Asset Purchase, Settlement and Mutual Release Agreement (this " Agreement ") is made this ____ day of December, 2007 (the ? Effective Date "), by and between Better Biodiesel, Inc., a Colorado corporation (" BBI "), Domestic Energy Partners, LLC, a Utah limited liability company, and wholly owned subsidiary of Better Biodiesel (" DEP "), and Ron Crafts, Mary Crafts (collectively with Ron Crafts, the " Crafts "), James Crawford, John Crawford, Lynn Dean Crawford (collectively with James Crawford and John Crawford, the " Crawfords "), and Cullinary Crafts, LLC, a Utah limited liability company (collectively with the Crafts and the Crawfords, the " Shareholders "). The parties hereto are referred to herein each as a " Party " and collectively as the " Parties ."



WHEREAS, BBI is engaged in the business of biodiesel technology development and biodiesel fuel production and distribution (the " Business ");



WHEREAS, BBI owns 100% of the membership interests in DEP (the " DEP Membership Interests ");



WHEREAS, for various business reasons, it is the desire of BBI to separate a portion of the Business (the " Separated Business ") from BBI, and to enable the Shareholders to concentrate their efforts to operate the Separated Business through DEP while BBI thereafter continues to develop, diversify, and operate the remaining portion of the Business;



WHEREAS, excepting the Separated Business, BBI and its management do not intend to sell Business;



WHEREAS, neither DEP nor the Shareholders have any plan or intention to sell DEP or the assets or operations of DEP;



NOW THEREFORE, in consideration of the foregoing, the mutual covenants of the Parties set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:



Recitals .



The foregoing recitals are hereby acknowledged to be true and are hereby incorporated into the Agreement as if set forth herein in full.







Definitions .



" Affiliate " has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.



" Assigned Assets " has the meaning set forth in Section 3(a) below.



" Assigned Contracts " has the meaning set forth in Section 3(c) below.



" Assumed Liabilities " has the meaning set forth in Section 3(b) below.



" BBI " has the meaning set forth in the preface above.



" Business " has the meaning set forth in the preface above.



" Claims " has the meaning set forth in Section 8 below.



" Closing " has the meaning set forth in Section 4 below.



" Crafts " has the meaning set forth in the preface above.



" Crawfords " has the meaning set forth in the preface above.



" Damages " shall mean any and all costs, losses, damages, liabilities, demands, claims, suits, actions, judgments, causes of action, assessments or expenses, including interest, penalties, fines and attorneys' fees and expenses incident thereto, incurred in connection with any claim for indemnification arising out of this Agreement, and any and all amounts paid in settlement of any such claim.



" DEP " shall mean Domestic Energy Partners, LLC, a Utah limited liability company, and its wholly owned subsidiaries, Domestic Energy Leasing, LLC, a Utah limited liability company, and Domestic Energy Licensing, LLC, a Utah limited liability company.



" DEP Membership Interest " has the meaning set forth in the preface above.



" Effective Date " the meaning set forth in the preface above.



" Liability " means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.



" Party " and " Parties " have the meanings set forth in the preface above.



" Person " means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any agency or political subdivision thereof).



" Separated Business " has the meaning set forth in the preface above.



" Shareholders " has the meaning set forth in the preface above.



" Tax " means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental assessments, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative, minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not.



Basic Transaction .



(a) Transfer of Assets to DEP . BBI has assigned, transferred, and delivered to DEP all of the personal property, assets, tangible and intangible, including the goodwill associated therewith, in connection with, and that are necessary and desirable in, the operation of the Separated Business, including but not limited to the assets described in Exhibit C (the " Assigned Assets ") of each of the consent resolutions of BBI and DEP (including its subsidiaries), dated as of the date hereof, approving the transactions contemplated by this Agreement (collectively, the " Consent Resolutions "), free and clear of any and all current and existing debts, obligations, claims, limitations, liens and/or any other encumbrances whatsoever, excepting any professional liens that may exist in favor of the law firm of Workman Nydeggar on the intellectual property included in the Assigned Assets.



(b) Assumption of Liabilities by DEP . On and subject to the terms and conditions of this Agreement, the Shareholders agree and acknowledge that DEP has assumed all of BBI's liabilities, and have retained DEP's liabilities, if any, in connection with, or obligations owed to, any of Ron Crafts, Culinary Crafts, LLC, or the Crawfords, as listed on Exhibit D of the Consent Resolutions (the " Assumed Liabilities "). Except for the Assumed Liabilities, the Parties agree and acknowledge that DEP has no liabilities other than the Assumed Liabilities. The Parties acknowledge the potential existence of professional liens in favor Workman Nydegger that may exist on the intellectual property included in the Assigned Assets and that DEP is not assuming any payment obligation to Workman Nydegger.



(c) Transfer of Contracts to DEP . BBI has, and has caused its subsidiaries to, assign, transfer, and convey to DEP all of the contracts, in connection with, and that are necessary and desirable in, the operation of the Separated Business, including but not limited to the contracts described in Exhibit E of the Consent Resolutions (the " Assigned Contracts "), free and clear of any and all debts, obligations, claims, limitations, liens and/or any other encumbrances whatsoever (excepting those contractual obligations arising directly from the Assigned Contracts).



(d) Distribution of DEP Membership Interests . At the Closing (as defined below), BBI will distribute 100% of the outstanding membership interests of DEP to the Shareholders, in the amounts shown on Schedule 3(c) hereto, in consideration of and exchange for 15,750,000 shares of common stock in BBI held by the Shareholders in the amounts shown in Schedule 3(c) hereto (the " BBI Stock "). At the Closing, the Shareholders shall deliver one or more certificates representing such shares in BBI.



Closing .



The closing of the transaction contemplated by this Agreement (the " Closing ") will take place at the offices of BBI, or such other location agreed to by the Parties, and shall be effective upon the Shareholder's transfer of the BBI stock to the BBI.



Representations and Warranties of BBI . BBI represents and warrants to the Shareholders that the statements contained in this Section 4 are correct and complete as of the Effective Date.



(a) Organization of the BBI . Better Biodiesel, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the state of Colorado. Domestic Energy Partners, LLC, is a limited liability company and wholly owned subsidiary of Better Biodiesel, Inc., validly existing and in good standing under the laws of the state of Utah. Domestic Energy Leasing, LLC, is a Utah limited liability company and wholly owned subsidiary of Domestic Energy Partners, LLC, and Domestic Energy Licensing, LLC, is a Utah limited liability company and wholly owned subsidiary of Domestic Energy Partners, LLC; both validly existing and in good standing under the laws of the state of Utah.



(b) Authorization of Transaction . BBI has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of BBI, enforceable in accordance with its terms and conditions.



(c) Assignment of Assets . BBI has assigned, transferred, and delivered to DEP all of the Assigned Assets.



(d) Title to Assets . At the execution of this Agreement by the Parties, DEP will have good and marketable title to all of the Assigned Assets, free and clear of any Liabilities (other than the Assumed Liabilities), including all debts, obligations, claims, limitations, liens, security interests, restrictions on transfer and/or any other encumbrances whatsoever on Assigned Assets, excepting any professional liens in favor of the law firm of Workman Nydeggar that may exist on the intellectual property included in the Assigned Assets.



(e) Assumed Liabilities . At the execution of this Agreement by the Parties, DEP will have no Liabilities other than the Assumed Liabilities, and there will exist no defaults or notices thereof with respect to any of the Assumed Liabilities.



(f) Assignment of Contracts . At the execution of this Agreement by the Parties, DEP will have no contracts other than the Assigned Contracts. All of the Assigned Contracts are in full force and effect, and there are no breaches, defaults, or notices of thereof with respect to any of the Assigned Contracts.



(g) Noncontravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which BBI or any of its subsidiaries is subject or, as applicable, any provision of its charter or bylaws or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which BBI or any of its subsidiaries is a party or by which any of the Shareholders is bound or to which BBI's or any of its subsidiaries' assets is subject. The Shareholders do not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.



(h) Brokers' Fee . BBI will have no Liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which the Shareholders could become liable or obligated.



(i) Limitation of Representations and Warranties . Except for the representations and warranties of the Shareholders expressly set forth in Section 6 below, BBI has not relied upon any representations and warranties in making its determination to enter into this Agreement and consummate the matters provided for herein



(j) D ...