FUELMEISTER BUSINESS

(A Carve-Out Business of Biodiesel Solutions, Inc.

and a Predecessor Business of Renewal Fuels, Inc.)

Financial Statements

As of December 31, 2006 and

for the Years Ended

December 31, 2006 and 2005

and Report of Independent Registered

Public Accounting Firm

FUELMEISTER BUSINESS

TABLE OF CONTENTS

	Page

Report of Independent Registered Public Accounting Firm		F-1

Carve-Out Financial Statements as of December 31, 2006 and for the Years Ended December 31, 2006 and 2005:

Balance Sheet		F-2

Statements of Operations		F-3

Statements of Owner’s Investment		F-4

Statements of Cash Flows		F-5

Notes to Carve-Out Financial Statements		F-6

KINGERY & CROUSE PA

Certified Public Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Renewal Fuels, Inc.:

We have audited the accompanying balance sheet of the FuelMeister business (the “FuelMeister Business”), a carve-out business of Biodiesel Solutions, Inc. and a predecessor business of Renewal Fuels, Inc., as of December 31, 2006 and the related statements of operations, owner’s investment and cash flows for the years ended December 31, 2006 and 2005. These carve-out financial statements are the responsibility of the FuelMeister Business’ management. Our responsibility is to express an opinion on these carve-out financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the carve-out financial statements are free of material misstatement. The FuelMeister Business is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the FuelMeister Business’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying carve-out financial statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and on the basis described in Notes 1 and 2. Accordingly, they do not necessarily represent what the financial position, results of operations and cash flows of the FuelMeister Business actually would have been if it had been a separate entity for the periods presented.

In our opinion, the carve-out financial statements referred to above present fairly, in all material respects, the financial position of the FuelMeister Business as of December 31, 2006 and the results of its operations and its cash flows for the years ended December 31, 2006 and 2005, on the basis described in Notes 1 and 2 and in conformity with accounting principles generally accepted in the United States of America.

/s/ KINGERY & CROUSE P.A.

April 16, 2007

F-1

FUELMEISTER BUSINESS (A Carve-Out Business of Biodiesel Solutions, Inc. and a Predecessor Business of Renewal Fuels, Inc.) BALANCE SHEET AS OF DECEMBER 31, 2006

ASSETS

Current assets:
Cash	$	52,626
Inventories		49,769
Prepaid expenses and other current assets		22,650
Total current assets		125,045

Property and equipment, net		32,211

Total assets	$	157,256


LIABILITIES and OWNER’S INVESTMENT

Current liabilities:
Accounts payable	$	166,680
Customer deposits		12,224
Accrued employee bonuses		30,000
Accrued expenses		8,893
Total current liabilities		217,797

Commitments and contingencies

Owner’s investment		(60,541	)

Total liabilities and owner’s investment	$	157,256

See accompanying notes to financial statements.

F-2

FUELMEISTER BUSINESS (A Carve-Out Business of Biodiesel Solutions, Inc. and a Predecessor Business of Renewal Fuels, Inc.) STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

	2006		2005

Revenue	$	1,838,156	$	2,362,418

Cost of goods sold		1,182,643		1,276,682

Gross profit		655,513		1,085,736

Operating expenses:
General and administrative		422,421		424,449
Employee compensation		209,951		248,072
Total operating expenses		632,372		672,521

Income from operations and before
provision for income taxes		23,141		413,215

Provision for income taxes		3,471		144,625

Net income	$	19,670	$	268,590

See accompanying notes to financial statements.

F-3

FUELMEISTER BUSINESS (A Carve-Out Business of Biodiesel Solutions, Inc. and a Predecessor Business of Renewal Fuels, Inc.) STATEMENTS OF OWNER’S INVESTMENT FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


Balance - December 31, 2004	$	11,548

Employee bonus obligation as of June 30, 2005 assumed by owner		42,642

Employee bonus obligation as of December 31, 2005 assumed by owner		29,215

Income tax obligation assumed by owner		144,625

Other distributions to owner, net		(202,828	)

Net income		268,590

Balance - December 31, 2005		293,792

Employee bonus obligation as of December 31, 2006 assumed by owner		32,003

Income tax obligation assumed by owner		3,471

Other distributions to owner, net		(409,477	)

Net income		19,670

Balance - December 31, 2006	$	(60,541	)

See accompanying notes to financial statements.

F-4

FUELMEISTER BUSINESS (A Carve-Out Business of Biodiesel Solutions, Inc. and a Predecessor Business of Renewal Fuels, Inc.) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

	2006			2005

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	19,670		$	268,590
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		11,723			3,978
Changes in assets and liabilities, net:
Decrease (increase) in receivables		11,198			(10,703	)
Decrease (increase) in inventories		109,470			(134,243	)
Decrease (increase) in prepaid expenses		(15,801	)		(6,849	)
Increase (decrease) in accounts payable		14,731			89,426
Increase (decrease) in accrued liabilities		15,104			23,789
Increase (decrease) in customer deposits		(19,425	)		31,649
Net cash provided by operating activities		146,670			265,637

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(2,267	)		(40,682	)
Refund of deposit		5,376			-
Net cash provided by (used in) investing activities		3,109			(40,682	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Bonus obligations assumed by owner		32,003			71,857
Income tax obligations assumed by owner		3,471			144,625
Distributions to owner, net		(409,477	)		(202,828	)
Net cash provided by (used in) financing activities		(374,003	)		13,654

NET INCREASE (DECREASE) IN CASH		(224,224	)		238,609

Cash, beginning of year		276,850			38,241
Cash, end of year	$	52,626		$	276,850

Supplemental Disclosure of Non-Cash lnvesting and Financing Activities:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

See accompanying notes to financial statements.

F-5

FUELMEISTER BUSINESS

(A Carve-Out Business of Biodiesel Solutions, Inc.

and a Predecessor Business of Renewal Fuels, Inc.)

NOTES TO CARVE-OUT FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

NOTE 1 BASIS OF PRESENTATION

Pursuant to an Asset Acquisition Agreement dated March 9, 2007, as amended on March 30, 2007 (the "Purchase Agreement"), Renewal Fuels Inc. ("Renewal Fuels") on March 30, 2007 acquired certain assets and operations of the Fuelmeister business of Biodiesel Solutions Inc. (“Biodiesel”), an unrelated company, for $494,426, plus associated transaction costs. The FuelMeister Business designs, manufactures and markets processing equipment and accessories to convert used and fresh vegetable oils into biodiesel fuel.

The accompanying financial statements are the accounts of the FuelMeister business (the “FuelMeister Business” or the “predecessor”, a carve-out business of Biodiesel and a predecessor business of Renewal Fuels, which carve-out business was acquired by Renewal Fuels on March 30, 2007), on a carved-out basis as if it had been an independent reporting entity for the periods presented. Certain assets and liabilities related to the FuelMeister Business and included in these carve-out financial statements, including cash, accounts receivable, accounts payable and employee bonuses payable, were not acquired by Renewal Fuels and were retained by Biodiesel.

The balance sheet as of December 31, 2006 and the related statements of operations, owner’s investment and cash flows for the years ended December 31, 2006 and 2005 reflect carved-out presentations of the acquired operations from the financial statements of Biodiesel, presented on a stand-alone basis. The presentation of the carved-out FuelMeister Business financial statements requires certain assumptions in order to reflect the business as a stand-alone entity, which assumptions management believes are reasonable. The FuelMeister Business did not have a formal financing agreement with the parent entity (Biodiesel). Accordingly, advances and other transactions between Biodiesel and the FuelMeister Business are reflected as owner’s investment in the accompanying financial statements.

The following table summarizes the estimated fair value of the assets acquired at the March 30, 2007 (date of acquisition) of the FuelMeister Business by Renewal Fuels:

	March 30, 2007
Assets Acquired:
Inventories	$	34,426
Property and equipment		9,145
Order backlog, customer lists and other intangibles		85,150
Goodwill		365,705

Purchase Price Allocated	$	494,426

F-6

Renewal Fuels is accounting for this acquisition using the purchase method of accounting and is in the process of finalizing the valuations of the assets acquired and any liabilities assumed; consequently, the initial allocation of the purchase price is preliminary and subject to change, although management believes it is materially accurate as of March 30, 2007.

The purchase price was paid $100,000 in cash on execution of the Purchase agreement, and $100,000 in cash on the date of closing, together with a secured promissory note for $294,426 due without interest on April 9, 2007. Renewal Fuels expects to obtain debt financing to provide for payment of the promissory note and working capital, including securing operating premises and the acquisition of additional equipment.

In connection with the Acquisition, Renewal Fuels entered into a management agreement with Biodiesel under which Biodiesel agreed to provide certain management services to Renewal Fuels and the FuelMeister Business. Those services include, but are not limited to, general management services, including the services of executive, operating and financial officers and other personnel; assistance with Renewal’s preparation of proposed budgets and capital expenditures; such other general management services as may from time to time reasonably be requested by Renewal; general administrative and technical assistance, advice and direction, including (i) accounting, inventory control, tax compliance and reporting systems services; (ii) the transition of trademark and patent matters; (iii) market servicing, product pricing and cost controls and evaluations; (iv) preparation of advertising and publicity literature and other materials; (v) providing, training and supervising employees and support staff and providing guidelines and policies as may be necessary; and (vi) such other general administrative and technical services as may from time to time reasonably be requested by Renewal Fuels. Renewal Fuels has agreed to reimburse Biodiesel for the costs it incurs in providing these services. Biodiesel will also permit Renewal Fuels to use its existing facility, for which Renewal Fuels will pay Biodiesel a rental fee and pro rata utilities costs for all space used or occupied by Renewal Fuels for the operation of the FuelMeister Business, including but not limited to the space used by persons providing services to Renewal, in accordance with cost reimbursements set out in the agreement. The agreement contemplates that Renewal will pay $1,680 per month for 3,000 square feet of production space, plus additional rental at the same rate for any office space used, as well as $500 per month for utilities, together with reimbursement at specified hourly rates for personnel providing services. The agreement extends for 90 days from March 30, 2007, unless earlier terminated by Renewal Fuels on 10 days notice.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting principles and practices used in the preparation of the accompanying carve-out financial statements are summarized below:

Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Actual results could differ from those estimates. The markets for the FuelMeister Business’ products are characterized by intense competition, rapid technological development and frequent new product introductions, all of which could impact the future value of the FuelMeister Business’ inventory and certain other assets.

F-7

Revenue Recognition - Revenue from equipment and parts and accessories sales is generally recognized at the date of shipment and revenue from services is recognized when the services are performed and all substantial contractual obligations have been satisfied. See below for a discussion of product warranties.

Our revenue recognition policy is consistent with the criteria set forth in SEC Staff Accounting Bulletin 104, “Revenue Recognition in Financial Statements” (“SAB 104”) for determining when revenue is realized or realizable and earned. In accordance with the requirements of SAB 104, we recognize revenue when (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) our price to the buyer is fixed or determinable and (4) collectibility of the receivables is reasonably assured.

Allocations - The revenue and expenses of Biodiesel for the years ended December 31, 2006 and 2005 have been allocated by Renewal management between the FuelMeister Business and the operations being retained by Biodiesel, based either on specific attribution of those revenues and expenses or, where necessary and appropriate, based on management’s best estimate of an appropriate allocation.

Concentrations of Credit Risk - The FuelMeister Business sells products to value added distributors and other customers and extends credit based on an evaluation of the customer's financial condition, generally without requiring collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The FuelMeister Business monitors its exposure for credit losses and maintains allowances for any anticipated losses. For the year ended December 31, 2006, Biodiesel had sales to one significant dealer representing approximately 13% of total revenue and pertaining exclusively to the FuelMeister Business. During the year ended December 31, 2005, there were no significant customers.

Liquidity - The carve-out financial statements were prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Accordingly, the carve-out financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the FuelMeister Business be unable to continue as a going concern.

Cash and Cash Equivalents - Management considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash included in the accompanying balance sheet consists of bank deposits, which may at times exceed federally insured limits.

Inventories - Inventories are stated at the lower of cost or market with cost determined based on actual cost and approximating the first-in first-out basis. At December 31, 2006, inventories consisted of materials, finished goods and displays amounting to $39,243, $9,791 and $735, respectively.

F-8

At March 30, 2007, the inventories acquired by Renewal Fuels were determined by a physical inspection and, as provided by the Purchase Agreement, the acquisition cost was adjusted to reflect the inventory balance at that date.

Property and Equipment - Property and equipment is stated at cost. Depreciation is provided for using the straight-line method over the useful lives of the respective assets, which range from 3 to 7 years. Repairs and maintenance are charged to operations as incurred.

Property and equipment included in the accompanying carve-out financial statements represents the net book value of tangible assets which have historically been used in the operations of the FuelMeister Business. At December 31, 2006, property and equipment includes computer equipment and software, furniture and equipment, and leasehold improvements amounting to $30,571, $14,969, and $2,609, all of which are shown net of accumulated depreciation of $15,938. For the years ended December 31, 2006 and 2005, depreciation expense amounted to $11,723 and $3,978, respectively. As part of the acquisition discussed above, Renewal Fuels acquired $9,145 of production equipment on March 30, 2007. All other property and equipment, including office furniture and fixtures, was retained by Biodiesel.

The carrying value of property and equipment is evaluated when events and circumstances warrant such a review. If the carrying values of the assets are considered to be impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the asset. Biodiesel has not experienced any impairment of its property and equipment.

Research and Development Costs - Research and development costs and related engineering costs related to product development are expensed as incurred and included in general and administrative expenses.

Product Warranties - All new products are warranted against defects in materials and workmanship for 90 days after receipt of delivery; any warranty costs are expensed as incurred. Provisions for warranties are estimated based on historical warranty claims. As of December 31, 2006, a provision for warranty costs of $4,049 is included in accrued expenses in the accompanying carve-out financial statements.

Advertising Costs - Advertising costs are expensed as they are incurred. For the years ended December 31, 2006 and 2005, advertising costs approximated $90,100, and $162,300, respectively.

Shipping and Handling Costs - Shipping and handling costs are reported as a component of cost of sales.

Earnings Per Share - Because the FuelMeister Business does not have a share-based capital structure, earnings per share information is not presented.

Income Taxes - The FuelMeister Business was included with Biodiesel in filing Federal and state income tax returns. Prior to January 1, 2007, Biodiesel was a Sub-Chapter S corporation for Federal income tax purposes. For the purposes of the stand-alone presentation of the FuelMeister Business, the provision for income taxes has been computed as if the FuelMeister Business were to file a separate income tax return for the carved-out operation, with the provision for income taxes based on the statutory U.S. Federal income tax rates and without regard for any state income taxes. The resulting tax liability, together with any deferred tax assets or liabilities, are assumed by Biodiesel and therefore excluded from the balance sheet of the FuelMeister Business.

F-9

Impact of Recently Issued Accounting Pronouncements - The Financial Accounting Standards Board has recently issued several Financial Accounting Standards, as summarized below. None of these statements have had, or are expected to have, a significant effect on the carve-out financial statements of the FuelMeister Business.

Issued		Statement

February 2006		FAS 155 - “Accounting for Certain Hybrid Financial Instruments; an amendment of Financial Accounting Standard Nos. 133 and 140" (“FAS 155”)

March 2006		FAS 156 - “Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”

June 2006		FAS Interpretation 48 - "Accounting for Uncertainty in Income Taxes"

September 2006		FAS 157 - “Fair Value Measurements”

September 2006		FAS 158 - “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” - an amendment of FASB Statements No. 87, 88, 106, and 132(R)”

February 2007		FAS 159 - “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115”

NOTE 3 CARVE-OUT ASSUMPTIONS AND ALLOCATIONS

As discussed above, the revenue and expenses of Biodiesel for the years ended December 31, 2006 and 2005 have been allocated by management between the FuelMeister Business and the operations being retained by Biodiesel, based either on specific attribution of those revenues and expenses or, where necessary and appropriate, based on management’s best estimate of an appropriate allocation.

The following revenues and expenses included in the accounting records of Biodiesel have been attributed by management to the operations being retained by Biodiesel and accordingly have been excluded from the results of operations of the FuelMeister Business:

F-10

	Year Ended December 31, 2006			Year Ended December 31, 2005

Revenue	$	-		$	-
Cost of goods sold		-			-
Gross profit		-			-

Operating expenses:
Rent and utilities		131,002			-
Employee costs		163,776			44,320
Employee bonuses		32,003			71,857
Engineering materials		206,684			165,816
Depreciation		10,946			4,560
Other costs		48,564			38,223
		592,975			324,776

Loss from operations excluded	$	(592,975	)	$	(324,776	)

NOTE 4 COMMITMENTS AND CONTINGENCIES

Employment Agreement - On July 30, 2005, Biodiesel entered into an employment agreement with an officer of the company, which provides for an annual base salary, and beginning on July 1, 2005, a cash profit sharing bonus equal to 5% of gross profit, as defined in the agreement, to be paid upon the occurrence of certain operating events pertaining to business activities, which are unrelated to the FuelMeister Business.

During the six months ended December 31, 2005 and the year ended December 31, 2006, $44,215 and $47,003, respectively, were accrued in relation to these cash bonuses. Management believes that $15,000 of each of these bonuses is attributable to the time and effort expended by the officer on the FuelMeister Business (in addition to the base salary), with the remaining amounts ($29,215 and $32,003, respectively) attributable to other business activities of Biodiesel, Accordingly, such amounts have been excluded from the operating costs of the FuelMeister Business and the related obligations have been transferred to the Owner’s Investment account. That portion of the obligation ($15,000 in each of the years ended December 31, 2006 and 2005) attributable to the FuelMeister Business is included in the accompanying financial statements as a liability as of December 31, 2006. This liability was not assumed by Renewal Fuels on its acquisition of certain assets of the FuelMeister Business on March 30, 2007 and was retained by Biodiesel.

The agreement also provided the officer with an option to purchase 10% of the then outstanding common stock shares of Biodiesel, in exchange for his agreement to forgo payment of a cash bonus due to him as of June 30, 2005 of $42,642. Because this obligation will be settled by Biodiesel, the obligation was transferred to the Owner’s Investment as of the date of the agreement. The option vests at 1/48^thof the granted total per month, beginning as of June 21, 2004, the original date of the officer’s employment, and continues as long as the individual is employed by Biodiesel.

F-11

Operating Leases - Biodiesel’s operating facility is leased under an operating lease agreement. The lease term is from November 1, 2004 through October 31, 2007. Payments required under this lease range from approximately $4,300 to $4,500 per month, plus a share of the operating costs, estimated to be $900 per month. Beginning in January 2006, Biodiesel entered into an additional operating lease for additional facilities. The lease term is from January 1, 2006 to October 31, 2008. Payments required under this lease approximate $11,000 per month, plus a share of operating costs, estimated to be $3,000 per month. Rent expense approximated $72,700 and $82,200 for the years ended December 31, 2006 and 2005, respectively.

These lease agreements were retained by Biodiesel and were not assumed by Renewal Fuels. As discussed in Note 1, Biodiesel will make operating and office space available to Renewal Fuels for up to 90 days from March 30, 2007, until such time as Renewal Fuels secures operating and office space for its operation of the FuelMeister Business.

Other Contingencies - Substantially all obligations related to product liability related to the FuelMeister Business acquired by Renewal Fuels on March 30, 2007 were retained by Biodiesel, except that Renewal Fuels assumed liability for end-customer product support and the balance of the 90 day parts warranty on equipment sold prior to the acquisition date. The FuelMeister Business maintains certain insurance policies that provide coverage for product liability and personal injury cases. Effective March 30, 2007, Renewal Fuels will obtain its own product liability and other insurance related to the operation of the FuelMeister Business.

End of Financial Statements

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 20, 2007, by and among TECH LABORATORIES, INC., a New Jersey corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

WITNESSETH

WHEREAS, the Company and the Buyer(s) are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D (“Regulation D”) as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s), as provided herein, and the Buyer(s) shall purchase (i) up to One Million Four Hundred Thousand Dollars ($1,400,000) of secured convertible debentures in the form attached hereto as “Exhibit A” (the “Convertible Debentures”), which shall be convertible into shares of the Company’s common stock, par value $0.01 (the “Common Stock”) (as converted, the “Conversion Shares”) of which One Million Dollars ($1,000,000) shall be funded on the date hereof (the “First Closing”) and Four Hundred Thousand Dollars ($400,000) shall be funded within five (5) business day following the date the Information Statement, (as defined in Section 7 (xvii) herein), is approved by the United States Securities and Exchange Commission (the “SEC”) (the “Second Closing”) (individually referred to as a “Closing” collectively referred to as the “Closings”) for a total purchase price of up to One Million Four Hundred Thousand Dollars ($1,400,000), (the “Purchase Price”) in the respective amounts set forth opposite each Buyer(s) name on Schedule I (the “Subscription Amount”);

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration rights under the Securities Act and the rules and regulations promulgated there under, and applicable state securities laws;

WHEREAS, the Company has agreed to provide the Buyers a security interest pursuant to the Restated Security Agreement dated as of the date hereof (“Security Agreement”) and all of the assets of the Company identified therein and perfected via the corresponding UCC-1 No.: 22395825 filed with the New Jersey Secretary of State UCC Division on June 1, 2004, as well as a security interest in all of the assets of Renewal Fuels, Inc., incorporated and existing under the laws of Delaware and a subsidiary of the Company (“Renewal Fuels”);

WHEREAS, the Convertible Debentures are secured by a security interest in the shares of capital stock of Renewal Fuels owned by the Company as set forth in the Pledge and Escrow Agreement of even date herewith (the “Pledge and Escrow Agreement”) by and between the Company and the Buyers;

WHEREAS, the Convertible Debenture are secured by a security interest in Patent Collateral, as this term is defined in the Patent Security Agreement of even date herewith the “Patent Security Agreement”) by and between the Company, Renewal Fuels and the Buyers as evidenced by the Patent Security Agreement (collectively the Security Agreement, the Pledge and Escrow Agreement, and the Patent Security Agreement are referred to as the “Security Documents”);

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering Irrevocable Transfer Agent Instructions (the “Irrevocable Transfer Agent Instructions”); and

WHEREAS, the Convertible Debentures, the Conversion Shares, the Warrants, and the Warrants Shares collectively are referred to herein as the “Securities”).

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Buyer(s) hereby agree as follows:

1. PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.

(a) Purchase of Convertible Debentures. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at each Closing and the Company agrees to sell and issue to each Buyer, severally and not jointly, at each Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto and the Warrants to acquire up that number of Warrant Shares as set forth opposite such Buyer’s name in column (5) on Schedule I .

(b) Closing Dates. The First Closing of the purchase and sale of the Convertible Debentures shall take place at 10:00 a.m. Eastern Standard Time on the date hereof, subject to notification of satisfaction of the conditions to the First Closing set forth herein and in Sections 6 and 7 below (or such later date as is mutually agreed to by the Company and the Buyer(s)) (the “First Closing Date”) and the Second Closing of the purchase and sale of the Convertible Debentures shall take place at 4:00 p.m. Eastern Standard Time on the fifth (5^th) business day following the date the Information Statement is approved by the SEC, subject to notification of satisfaction of the conditions to the Second Closing set forth herein and in Sections 6 and 7 below (or such later date as is mutually agreed to by the Company and the Buyer(s)) (the “Second Closing Date”) (collectively referred to a the “Closing Dates”). The Closings shall occur on the respective Closing Dates at the offices of Yorkville Advisors, LLC, 3700 Hudson Street, Suite 3700, Jersey City, New Jersey 07302 (or such other place as is mutually agreed to by the Company and the Buyer(s)).

(c) Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on each Closing Date, (i) the Buyers shall deliver to the Company such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer at such Closing, minus the fees to be paid directly from the proceeds of such Closing as set forth herein, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer is purchasing at such Closing in amounts indicated opposite such Buyer’s name on Schedule I, duly executed on behalf of the Company.

2. BUYER’S REPRESENTATIONS AND WARRANTIES.

Each Buyer represents and warrants, severally and not jointly, that:

(a) Investment Purpose. Each Buyer is acquiring the Securities for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, such Buyer reserves the right to dispose of the Securities at any time in accordance with or pursuant to an effective registration statement covering such Securities or an available exemption under the Securities Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

(b) Accredited Investor Status. Each Buyer is an “Accredited Investor” as that term is defined in Rule 501(a) (3) of Regulation D.

(c) Reliance on Exemptions. Each Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Securities.

(d) Information. Each Buyer and its advisors (and his or, its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information he deemed material to making an informed investment decision regarding his purchase of the Securities, which have been requested by such Buyer. Each Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. Each Buyer understands that its investment in the Securities involves a high degree of risk. Each Buyer is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables such Buyer to obtain information from the Company in order to evaluate the merits and risks of this investment. Each Buyer has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

(e) No Governmental Review. Each Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities, or the fairness or suitability of the investment in the Securities, nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(f) Transfer or Resale. Each Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144, Rule 144(k), or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(g) Legends. Except as provided herein, each Buyer agrees to the imprinting, on each document evidencing the Securities so long as is required by this Section 2(g), of a restrictive legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

Certificates evidencing the Conversion Shares or Warrant Shares shall not contain any legend (including the legend set forth above), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Conversion Shares or Warrant Shares pursuant to Rule 144, (iii) if such Conversion Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after the effective date (the “Effective Date”) of a Registration Statement (as defined in the registration Rights Agreement) if required by the Company’s transfer agent to effect the removal of the legend hereunder. If all or any portion of the Convertible Debentures or Warrants are exercised by a Buyer that is not an Affiliate of the Company (a “Non-Affiliated Buyer”) at a time when there is an effective registration statement to cover the resale of the Conversion Shares or the Warrant Shares, such Conversion Shares or Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 2(g), it will, no later than three (3) Trading Days following the delivery by a Non-Affiliated Buyer to the Company or the Company’s transfer agent of a certificate representing Conversion Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Non-Affiliated Buyer a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Each Buyer acknowledges that the Company’s agreement hereunder to remove all legends from Conversion Shares or Warrant Shares is not an affirmative statement or representation that such Conversion Shares or Warrant Shares are freely tradable. Each Buyer, severally and not jointly with the other Buyers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 3(g) is predicated upon the Company’s reliance that the buyer will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein.

(h) Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(i) Receipt of Documents. Each Buyer and his or its counsel has received and read in their entirety: (i) this Agreement and each representation, warranty and covenant set forth herein and the Transaction Documents (as defined herein); (ii) all due diligence and other information necessary to verify the accuracy and completeness of such representations, warranties and covenants; (iii) the Company’s Form 10-KSB for the fiscal year ended December 31, 2006; (iv) the Company’s Form 10-QSB for the fiscal quarter ended September 30, 2006 and (v) answers to all questions each Buyer submitted to the Company regarding an investment in the Company; and each Buyer has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus.

(j) Due Formation of Corporate and Other Buyers. If the Buyer(s) is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Securities and is not prohibited from doing so.

(k) No Legal Advice From the Company. Each Buyer acknowledges, that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with his or its own legal counsel and investment and tax advisors. Each Buyer is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth under the corresponding section of the Disclosure Schedules which Disclosure Schedules shall be deemed a part hereof and to qualify any representation or warranty otherwise made herein to the extent of such disclosure, the Company hereby makes the representations and warranties set forth below to each Buyer:

(a) Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each subsidiary free and clear of any liens, and all the issued and outstanding shares of capital stock of each subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b) Organization and Qualification. The Company and its subsidiaries are corporations duly organized and validly existing in good standing under the laws of the jurisdiction in which they are incorporated, and have the requisite corporate power to own their properties and to carry on their business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and the subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c) Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documents.

(d) Capitalization. The authorized capital stock of the Company consists of 3,000,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock, par value $0.01 (“Preferred Stock”) of which 10,100,210 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as disclosed in Schedule 3(d): (i) none of the Company's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or any of its subsidiaries or by which the Company or any of its subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company or any of its subsidiaries; (v) there are no outstanding securities or instruments of the Company or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to redeem a security of the Company or any of its subsidiaries; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (vii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (viii) the Company and its subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company's or its subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(e) Issuance of Securities. The issuance of the Convertible Debentures and the Warrants is duly authorized and free from all taxes, liens and charges with respect to the issue thereof. Upon conversion in accordance with the terms of the Convertible Debentures or exercise in accordance with the Warrants, as the case may be, the Conversion Shares and Warrant Shares, respectively, when issued will be validly issued, fully paid and nonassessable, free from all taxes, liens and charges with respect to the issue thereof. The Company has reserved from its duly authorized capital stock the appropriate number of shares of Common Stock as set forth in this Agreement.

(f) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Debentures and the Warrants, and reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not (i) result in a violation of any certificate of incorporation, certificate of formation, any certificate of designations or other constituent documents of the Company or any of its subsidiaries, any capital stock of the Company or any of its subsidiaries or bylaws of the Company or any of its subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of the National Association of Securities Dealers Inc.’s OTC Bulletin Board) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted, and shall not be conducted in violation of any material law, ordinance, or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement or the Registration Rights Agreement in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company and its subsidiaries are unaware of any facts or circumstance, which might give rise to any of the foregoing.

(g) SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”) on timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company has delivered to the Buyers or their representatives, or made available through the SEC’s website at http://www.sec.gov., true and complete copies of the SEC Documents. To the best knowledge of the current management of the Company, as of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made and not misleading.

(h) 10(b)-5. The SEC Documents do not include any untrue statements of material fact, nor do they omit to state any material fact required to be stated therein necessary to make the statements made, in light of the circumstances under which they were made, not misleading.

(i) Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Common Stock or any of the Company’s subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.

(j) Acknowledgment Regarding Buyer’s Purchase of the Convertible Debentures. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that each Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by each Buyer or any of their respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation by the Company and its representatives.

(k) No General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities.

(l) No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act.

(m) Employee Relations. Neither the Company nor any of its subsidiaries is involved in any labor dispute or, to the knowledge of the Company or any of its subsidiaries, is any such dispute threatened. None of the Company’s or its subsidiaries’ employees is a member of a union and the Company and its subsidiaries believe that their relations with their employees are good.

(n) Intellectual Property Rights. The Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. The Company and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, and, to the knowledge of the Company there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and the Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

(o) Environmental Laws. The Company and its subsidiaries are (i) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval.

(p) Title. All real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

(q) Insurance. The Company and each of its subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its subsidiaries are engaged. Neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company and its subsidiaries, taken as a whole.

(r) Regulatory Permits. The Company and its subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

(s) Internal Accounting Controls. The Company and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, and (iii) the recorded amounts for assets are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(t) No Material Adverse Breaches, etc. Neither the Company nor any of its subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries. Neither the Company nor any of its subsidiaries is in breach of any contract or agreement which breach, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries.

(u) Tax Status. The Company and each of its subsidiaries has made and filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject and (unless and only to the extent that the Company and each of its subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

(v) Certain Transactions. Except for arm’s length transactions pursuant to which the Company makes payments in the ordinary course of business upon terms no less favorable than the Company could obtain from third parties and other than the grant of stock options disclosed in the SEC Documents, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

(w) Fees and Rights of First Refusal. The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.

(x) Investment Company. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Securities, will not be or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

(y) Registration Rights. To the best knowledge of the current management of the Company, other than each of the Buyers, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company. There are no outstanding registration statements not yet declared effective and there are no outstanding comment letters from the SEC or any other regulatory agency.

(z) Private Placement. Assuming the accuracy of the Buyers’ representations and warranties set forth in Section 2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Buyers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Primary Market (as defined in section 4(f) herein).

(aa) Listing and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to terminate, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from any Primary Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Primary Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

(bb) Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Securities.

(cc) Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

(dd) Acquisition of Fuelmeister and Related Assets. Renewal Fuels has acquired Fuelmeister and all assets (collectively referred to as “Fuelmeister”) in connection therewith from Biodiesel Solutions pursuant to the purchase agreement by and between Renewal Fuels and Biodiesel Solutions, Inc., a corporation existing under the laws of Nevada (“Biodiesel Solutions”), dated March 9, 2007 (the “Asset Purchase Agreement”).

(ee) Acquisition of Renewal Fuels, Inc. The Company has a minimum of two (2) years audited financials of Renewal Fuels and Fuelmeister which simultaneous with the Closing hereunder will be acquired by the Company (the “Merger”) pursuant to the Merger Agreement by and between the Company and Renewal Fuels dated as of the date hereof (the “Merger Agreement”), in order for the Company to file a Form 8-K with the financial statements of Renewal Fuels and Fuelmeister not later than ten (10) calendar days from the date hereof.

(ff) Series A Preferred Shares. The Company has created the Series A Preferred to be issued in connection with the Merger Agreement.

(gg) Assets of Renewal Fuels and Fuelmeister. The assets of Renewal Fuels and the assets of Fuelmeister are free and clear of any and all security interests, encumbrances, and rights of any kind or nature whatsoever.

4. COVENANTS.

(a) Best Efforts. Each party shall use its best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Sections 6 and 7 of this Agreement.

(b) Form D. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities, or obtain an exemption for the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

(c) Reporting Status. Until the earlier of (i) the date as of which the Buyer(s) may sell all of the Securities without restriction pursuant to Rule 144(k) promulgated under the Securities Act (or successor thereto), or (ii) the date on which (A) the Buyers shall have sold all the Securities and (B) none of the Convertible Debentures or Warrants are outstanding (the “Registration Period”), the Company shall file in a timely manner all reports required to be filed with the SEC pursuant to the Exchange Act and the regulations of the SEC thereunder, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination.

(d) Use of Proceeds. The Company will use the proceeds from the sale of the Convertible Debentures to acquire Fuelmaster and related assets pursuant to the Asset Purchase Agreement and for general corporate and working capital purposes.

(e) Reservation of Shares. On the date hereof, the Company shall reserve for issuance to the Buyers 332,000,000 shares for issuance upon conversions of the Convertible Dentures and 18,000,000 shares for issuance upon exercise of the Warrants (collectively, the “Share Reserve”). The Company represents that it has sufficient authorized and unissued shares of Common Stock available to create the Share Reserve after considering all other commitments that may require the issuance of Common Stock. The Company shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Convertible Debentures and the full exercise of the Warrants. If at any time the Share Reserve is insufficient to effect the full conversion of the Convertible Debentures or the full exercise of the Warrants, the Company shall increase the Share Reserve accordingly. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall call and hold a special meeting of the shareholders within sixty (60) days of such occurrence, for the sole purpose of increasing the number of shares authorized. The Company’s management shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized. Management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock.

(f) Listings or Quotation. The Company’s Common Stock shall be listed or quoted for trading on any of (a) the American Stock Exchange, (b) New York Stock Exchange, (c) the Nasdaq Global Market, (d) the Nasdaq Capital Market, or (e) the Nasdaq OTC Bulletin Board (“OTCBB”) (each, a “Primary Market”). The Company shall promptly secure the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed (subject to official notice of issuance) and shall maintain such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents.

(g) Fees and Expenses.

(i) Each of the Company and the Buyer(s) shall pay all costs and expenses incurred by such party in connection with the negotiation, investigation, preparation, execution and delivery of the Transaction Documents. The Company shall pay Yorkville Advisors LLC a fee equal to ten percent (10%) of the Purchase Price which shall be paid pro rata directly from the gross proceeds of each Closing.

(ii) The Company shall pay a structuring fee to Yorkville Advisors LLC of Twenty Five Thousand Dollars ($25,000), directly from the proceeds of the Closing.

(iii) The Company shall pay Yorkville Advisors, LLC a non-refundable due diligence fee of Fifteen Thousand Dollars ($15,000) which shall be paid directly from the proceeds of the Closing.

(iv) At the First Closing, the Company shall issue to the Buyer(s), on a pro rata basis, a warrant to purchase eighteen million (18,000,000) shares of the Company’s Common Stock at an exercise price of $0.01 per share (the “Warrant”). The shares of the Company’s Common Stock issuable upon conversion of the Warrant shall be referred to as the “Warrant Shares”.

(v) Fully Earned. The Warrant shall be deemed fully earned as of the date hereof.

(vi) Registration Rights. The Warrant Shares shall have “piggy-back” registration rights as set forth in the Registration Rights Agreement.

(h) Corporate Existence. So long as any of the Convertible Debentures remain outstanding, the Company shall not directly or indirectly consummate any merger, reorganization, restructuring, reverse stock split consolidation, sale of all or substantially all of the Company’s assets or any similar transaction or related transactions (each such transaction, an “Organizational Change”) unless, prior to the consummation an Organizational Change, the Company obtains the written consent of each Buyer. In any such case, the Company will make appropriate provision with respect to such holders’ rights and interests to insure that the provisions of this Section 4(h) will thereafter be applicable to the Convertible Debentures.

(i) Transactions With Affiliates. So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, person who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company; for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

(j) Transfer Agent. The Company covenants and agrees that, in the event that the Company’s agency relationship with the transfer agent should be terminated for any reason prior to a date which is two (2) years after the Closing Date, the Company shall immediately appoint a new transfer agent and shall require that the new transfer agent execute and agree to be bound by the terms of the Irrevocable Transfer Agent Instructions (as defined herein).

(k) Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures are outstanding, the Company shall not, without the prior written consent of the Buyer(s), (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration less than such Common Stock’s Bid Price determined immediately prior to it’s issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) except for a registration statement on Form S-8 registering a maximum of fifteen million (15,000,000) shares of Common Stock in connection with a bona fide stock option plan for employees of the Company, file any other registration statement on Form S-8.

(l) No Short Position. Neither the Buyer(s) nor any of its affiliates have an open short position in the Common Stock of the Company, and the Buyer(s) agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the Common Stock as long as any Convertible Debentures shall remain outstanding.

(m) Rights of First Refusal. So long as any portion of Convertible Debentures are outstanding, if the Company intends to raise additional capital by the issuance or sale of capital stock of the Company, including without limitation shares of any class of common stock, any class of preferred stock, options, warrants or any other securities convertible or exercisable into shares of common stock (whether the offering is conducted by the Company, underwriter, placement agent or any third party) the Company shall be obligated to offer to the Buyers such issuance or sale of capital stock, by providing in writing the principal amount of capital it intends to raise and outline of the material terms of such capital raise, prior to the offering such issuance or sale of capital stock to any third parties including, but not limited to, current or former officers or directors, current or former shareholders and/or investors of the obligor, underwriters, brokers, agents or other third parties. The Buyers shall have ten (10) business days from receipt of such notice of the sale or issuance of capital stock to accept or reject all or a portion of such capital raising offer.

(n) Lock Up Agreements. On the date hereof, the Company shall obtain from each officer and director a lock up agreement in the form attached hereto as Exhibit C.

(o) Additional Registration Statements. Until the effective date of the initial Registration Statement, the Company will not file a registration statement under the Securities Act relating to securities that are not the Securities.

(p) Review of Public Disclosures. All SEC filings (including, without limitation, all filings required under the Exchange Act, which include Forms 10-Q and 10-QSB, 10-K and 10K-SB, 8-K, etc) and other public disclosures made by the Company, including, without limitation, all press releases, investor relations materials, and scripts of analysts meetings and calls, shall be reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants.

(q) Disclosure of Transaction. Within four (4) business days following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of the Convertible Debenture, the form of Warrant and the form of the Registration Rights Agreement) as exhibits to such filing.

(r) Transfer Agent. Within thirty (30) calendar days from the date hereof the Company shall have engaged Worldwide Stock Transfer, LLC (“Worldwide”) as it transfer agent and shall have had Worldwide execute the Irrevocable Transfer Agent Instructions in form and substance satisfactory to the Buyer of which an executed copy shall be provided to the Buyers.

(s) Merger Filings. Not later than simultaneous with the Closing, the Company will acquire Renewal Fuels pursuant to the Merger Agreement and shall make any and all state and federal filings in connection with the acquisition of Renewal Fuels pursuant to the Merger Agreement, including, but not limited, to the filing of articles of merger with the New Jersey Secretary of State and provided proof of such filing to the Buyer(s).

(t) 8-K with Audited Financials. The Company shall file a Form 8-K in connection with the Merger which shall include the financial statements of Renewal Fuels and Fuelmeister not later than ten (10) calendar days from the date hereof.

(u) Filing of the Information Statement. The Company shall, within ten (10) calendar days from the date hereof, file the Information Statement with the SEC.

(v) Mailing of the Information Statement. The Company shall, within two (2) business days of receiving approval from the SEC with regard to the Information Statement, mail such Information Statement to the Company’s shareholders.

(w) Assignment of Patent Application and Patents. The Company shall have successfully consummated and documented the assignment and/or transfer of all patents and/or patent applications of Renewal Fuels to the Company not later than June 30, 2007. The Company shall provide copies of all such assignment and/or transfer documentation to the Buyers not later than July 1, 2007.

(x) Patent Security Agreement. The Company shall execute the Patent Security Agreement on the date hereof and deliver such executed Patent Security Agreement to David Gonzalez, Esq. to be held in escrow until not later than July 1, 2007 and at such time the Company hereby authorizes David Gonzalez, Esq. to file such executed Patent Security Agreement with the U.S. Patent and Trademark Office, provided, that the Company has satisfied its obligations contained in Section 4(x) herein.

(y) Consent to Stock Subdivisions and/or Splits. So long as any portion of Convertible Debentures are outstanding, the Company shall not effect any subdivision and/or split of its authorized Common Stock into a smaller or larger number of shares without the prior written consent of the Buyers.

5. TRANSFER AGENT INSTRUCTIONS.

(a) The Company shall issue the Irrevocable Transfer Agent Instructions to its transfer agent, and any subsequent transfer agent, irrevocably appointing David Gonzalez, Esq. as the Company’s agent for purpose instructing its transfer agent to issue certificates or credit shares to the applicable balance accounts at The Deposity Trust Company (“DTC”), registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares issued upon conversion of the Convertible Debentures or exercise of the Warrants as specified from time to time by each Buyer to the Company upon conversion of the Convertible Debentures or exercise of the Warrants. The Company shall not change its transfer agent without the express written consent of the Buyers, which may be withheld by the Buyers in their sole discretion. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof (in the case of the Conversion Shares or Warrant Shares prior to registration of such shares under the Securities Act) will be given by the Company to its transfer agent, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Company shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment and, with respect to any transfer, shall permit the transfer. In the event that such sale, assignment or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. Nothing in this Section 5 shall affect in any way the Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of Conversion Shares. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that the Buyer(s) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

6. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

(a) Each Buyer shall have executed the Transaction Documents and delivered them to the Company.

(b) The Buyer(s) shall have delivered to the Company the Purchase Price for the Convertible Debentures and Warrants in the respective amounts as set forth next to each Buyer as set forth on Schedule I attached hereto, minus any fees to be paid directly from the proceeds the Closings as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company.

(c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates.

7. CONDITIONS TO THE BUYER’S OBLIGATION TO PURCHASE.

(a) The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions:

(i) The Company shall have executed the Transaction Documents and delivered the same to the Buyers.

(ii) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Primary Market.

(iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date

(iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto.

(v) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers.

(vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within ten (10) days of the Closing Date.

(vii) The Company shall have delivered to the Buyers a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing.

(viii) The Company shall have filed such amendment to the UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

(ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction.

(x) The Company shall have created the Share Reserve.

(xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

(xii) The Company shall have filed its Form 10-KSB for the fiscal period ended December 31, 2006.

(xiii) Renewal Fuels shall have acquired Fuelmeister pursuant to the Asset Purchase Agreement.

(xiv) The Company shall have received approval in excess of fifty percent (50%) of the Company’s shareholders for approval of the issuance of in excess of forty percent (40%) of the Company’s Common Stock in connection with the acquisition of Renewal Fuels (“Merger Shareholder Approval”) proof of which shall have been provided to the Buyer(s).

(xv) The Company and Renewal Fuels shall have executed the Merger Agreement.

(xvi) The Company shall have acquired Renewal Fuels pursuant to the Merger Agreement.

(xvii) The Series A Preferred Shares of the Company shall have been issued pursuant to the Merger Agreement.

(xviii) The Company shall have executed and delivered the Pledge and Escrow Agreement to the Buyers and the Company shall deliver the shares of capital stock of Renewal Fuels together with a stock power executed in blank with a Medallion guarantee within three (3) business days of the date hereof, as set forth in the Pledge and Escrow Agreement, to David Gonzalez, Esq.

(b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions:

(i) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB.

(ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date.

(iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto.

(iv) (a) The Company shall have filed an information statement in connection with the Merger Shareholder Approval with the SEC (the “Information Statement”) (b) the Company shall have been notified by the SEC of their approval of the Information Statement and (c) the Company shall have mailed such Information Statement to it’s shareholders in accordance with Section 4 herein.

(v) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Second Closing Date, that all conditions to the Second Closing have been satisfied.

(vi) The Company shall have made such filing with United States Patent and Trademark Office or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Patent Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

(vii) The Company shall have made all state and federal filings in connection with the Merger including but not limited to the filing of articles of merger with the New Jersey Secretary of State and provided proof of such filing to the Buyer(s).

(viii) The Company shall have filed a Form 8-K in connection with the Merger which shall include the financial statements of Renewal Fuels and Fuelmeister.

(ix) The Company shall have converted all of its deposit accounts that it maintains into Blocked Accounts (as defined in the Security Agreement).

8. INDEMNIFICATION.

(a) In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Convertible Debentures and the Conversion Shares hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Buyer(s) and each other holder of the Convertible Debentures and the Conversion Shares, and all of their officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Buyer Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Buyer Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Buyer Indemnitees or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Convertible Debentures or the other Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement, or the other Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Buyer Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the parties hereto, any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Convertible Debentures or the status of the Buyer or holder of the Convertible Debentures the Conversion Shares, as a Buyer of Convertible Debentures in the Company. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

(b) In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Buyer’s other obligations under this Agreement, the Buyer shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Buyer(s) in this Agreement, instrument or document contemplated hereby or thereby executed by the Buyer, (b) any breach of any covenant, agreement or obligation of the Buyer(s) contained in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby executed by the Buyer, or (c) any cause of action, suit or claim brought or made against such Company Indemnitee based on material misrepresentations or due to a material breach and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement, the Transaction Documents or any other instrument, document or agreement executed pursuant hereto by any of the parties hereto. To the extent that the foregoing undertaking by each Buyer may be unenforceable for any reason, each Buyer shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

9. GOVERNING LAW: MISCELLANEOUS.

(a) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey without regard to the principles of conflict of laws. The parties further agree that any action between them shall be heard in Hudson County, New Jersey, and expressly consent to the jurisdiction and venue of the Superior Court of New Jersey, sitting in Hudson County and the United States District Court for the District of New Jersey sitting in Newark, New Jersey for the adjudication of any civil action asserted pursuant to this Paragraph.

(b) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event any signature page is delivered by facsimile transmission, the party using such means of delivery shall cause four (4) additional original executed signature pages to be physically delivered to the other party within five (5) days of the execution and delivery hereof.

(c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

(e) Entire Agreement, Amendments. This Agreement supersedes all other prior oral or written agreements between the Buyer(s), the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.

(f) Notices. Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon confirmation of receipt, when sent by facsimile; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company, to:	Tech Laboratories, Inc.
	1818 North Farwell Avenue
	Milwaukee, WI 53202
	Attention: John King
	Telephone: (414) 283-2616
	Facsimile: (312) 873-3739

With a copy to:	Kirkpatrick & Lockhart Preston Gates Ellis LLP
	201 South Biscayne Boulevard, Suite 2000
	Miami, Florida 33131-2399
	Attention: Clayton E. Parker, Esq.
	Telephone: (305) 539-3300
	Facsimile: (305) 358-7095

If to the Buyer(s), to its address and facsimile number on Schedule I, with copies to the Buyer’s counsel as set forth on Schedule I. Each party shall provide five (5) days’ prior written notice to the other party of any change in address or facsimile number.

(g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Neither the Company nor any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto.

(h) No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

(i) Survival. Unless this Agreement is terminated under Section 9(l), the representations and warranties of the Company and the Buyer(s) contained in Sections 2 and 3, the agreements and covenants set forth in Sections 4, 5 and 9, and the indemnification provisions set forth in Section 8, shall survive the Closing for a period of two (2) years following the date on which the Convertible Debentures are converted in full. The Buyer(s) shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

(j) Publicity. The Company and the Buyer(s) shall have the right to approve, before issuance any press release or any other public statement with respect to the transactions contemplated hereby made by any party; provided, however, that the Company shall be entitled, without the prior approval of the Buyer(s), to issue any press release or other public disclosure with respect to such transactions required under applicable securities or other laws or regulations (the Company shall use its best efforts to consult the Buyer(s) in connection with any such press release or other public disclosure prior to its release and Buyer(s) shall be provided with a copy thereof upon release thereof).

(k) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(l) Termination. In the event that the First Closing shall not have occurred with respect to the Buyers on or before five (5) business days from the date hereof due to the Company’s or the Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7 above (and the non-breaching party’s failure to waive such unsatisfied condition(s)), the non-breaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party; provided, however, that if this Agreement is terminated by the Company pursuant to this Section 9(l), the Company shall remain obligated to reimburse the Buyer(s) for the fees and expenses of Yorkville Advisors LLC described in Section 4(g) above.

(m) Brokerage. The Company represents that no broker, agent, finder or other party has been retained by it in connection with the transactions contemplated hereby and that no other fee or commission has been agreed by the Company to be paid for or on account of the transactions contemplated hereby.

(n) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

[REMAINDER PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

	COMPANY:
	TECH LABORATORIES, INC.

	By: /s/ JOHN KING Name: John King Title: Director and Chief Executive Officer

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

	BUYERS:
	CORNELL CAPITAL PARTNERS, L.P.

	By: Yorkville Advisors, LLC
	Its: Investment Manager


	By: /s/ MARK ANGELO
	Name: Mark Angelo
	Its: Portfolio Manager

SCHEDULE I

SCHEDULE OF BUYERS

SCHEDULE I

SCHEDULE OF BUYERS

(1)	(2)	(3)		(4)	(6)	(7)	(8)
Buyer	Subscription Amount						Legal Representative’s Address and Facsimile Number

		Closing

Cornell Capital Partners, L.P. 101 Hudson Street, Suite 3700 Jersey City, NJ 07303 Attention: Mark Angelo Telephone: (201) 985-8300 Facsimile: (201) 985-8266 Residence: Cayman Islands		$	1,400,000					David Gonzalez, Esq. 101 Hudson Street, Suite 3700 Jersey City, New Jersey 07302 Telephone: (201) 985-8300 Facsimile: (201) 985-8266

DISCLOSURE SCHEDULE

EXHIBIT A

FORM OF CONVERTIBLE DEBENTURE

EXHIBIT B

FORM OF WARRANT

EXHIBIT C

LOCK UP AGREEMENT

The undersigned hereby agrees that for a period commencing on April ___, 2007 and expiring on the date thirty (30) days after the date that all amounts owed to Cornell Capital Partners, LP (the “Buyer”), under the Secured Convertible Debentures issued to the Buyer pursuant to the Securities Purchase Agreement between Tech Laboratories, Inc. (the “Company”) and the Buyer dated April ___, 2007 have been paid (the “Lock-up Period”), he, she or it will not, directly or indirectly, without the prior written consent of the Buyer, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficially owned by the undersigned), or any beneficial interest therein (collectively, the “Securities”) except in accordance with the volume limitations set forth in Rule 144(e) of the General Rules and Regulations under the Securities Act of 1933, as amended.

In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop-transfer orders with the transfer agent of the Company’s securities with respect to any of the Securities registered in the name of the undersigned or beneficially owned by the undersigned, and the undersigned hereby confirms the undersigned’s investment in the Company.

Dated: _______________, 2007

	Signature

	Name: __________________________________________
	Address: ________________________________________
	City, State, Zip Code: ______________________________

	__________________________________________
	Print Social Security Number or Taxpayer I.D. Number

New Jersey	000-27592	22-1436279
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

·	the threat of global terrorism;

·	regional political instability in areas where exploratory oil and gas wells are drilled;

·	the available supply of oil;

·	the level of consumer product demand;

·	weather conditions;

·	political conditions and policies in the greater oil producing regions, including the Middle East;

·	the ability of the members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls;

·	the price of foreign imports;

·	actions of governmental authorities;

·	domestic and foreign governmental regulations;

·	the price, availability and acceptance of alternative fuels; and

·	overall economic conditions.

Name	Age	Position
John King	41	Chief Executive Officer and Chief Financial Officer
David Marks	39	Director
Donna Silverman	46	Director

Name & Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
John King, Chief Executive Officer		2006		0		0		0		0		0		0		0		0
and Chief Financial Officer		2005		0		0		0		0		0		0		0		0
Donna Silverman, former President,		2006		51,195*		0		0*		0		0		0		0		51,195
Chief Executive Officer and Chief		2005		91,355*		0		0*		0		0		0		0		91,355
Financial Officer

Name of Beneficial Owner (1)	Common Stock Beneficially Owned		Percentage of Common Stock (2)
John King		34,500,000		9.75	%
Donna Silverman		1,617,214		0.46	%
David Marks SEP IRA(3)		40,500,000		11.45	%
Frank Crivello SEP IRA (4)		200,000,000		56.54	%
Senegis LLC (5)		27,710,000		7.83	%
All officers and directors as a group (3 persons)		70,617,214		21.66	%

	2007

1^st Quarter	$	0.035		$	0.015
2^nd Quarter	$	0.07	(1)	$	0.015	(1)

	2006
1^st Quarter	$	0.39	$	0.027
2^nd Quarter	$	0.198	$	0.045
3^rd Quarter	$	0.07	$	0.03
4^th Quarter	$	0.135	$	0.015

	2005
	High*		Low*
1^st Quarter	$	0.63	$	0.21
2^nd Quarter	$	0.48	$	0.24
3^rd Quarter	$	0.90	$	0.24
4^th Quarter	$	0.75	$	0.18

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
	(a)		(b)		(c)
Equity compensation plans approved by security holders		-0-		-0-		-0-
Equity compensation plans not approved by security holders		-0-		-0-		-0-
Total		-0-		-0-		-0-

														Pro Forma Adjustments
	Renewal Fuels		Fuelmeister Business (predecessor)			Tech Laboratories			Combined			Note		Debit		Credit		Pro Forma Combined
ASSETS

Current assets
Cash	$	-	$	52,626		$	-						A				52,626
													B		250,000
													C				250,000
									$	52,626			D		207,231			$	207,231
Inventories		-		49,769			-			49,769									49,769
Deferred financing fees		-					9,375			9,375									9,375
Other current assets		-		22,650			-			22,650			A				22,650		-
Total current assets		-		125,045			9,375			134,420					457,231		325,276		266,375

Property and equipment, net		-		32,211			-			32,211			A				23,066		9,145
Deferred financing fees										-			D		175,000				175,000
Intangible assets		-		-			-			-			C		95,000				95,000
Goodwill		-		-			-			-			C		359,904				359,904

Total assets	$	-	$	157,256		$	9,375		$	166,631				$	1,087,135	$	348,342	$	905,424

LIABILITIES and SHAREHOLDERS’ EQUITY

Current liabilities
Litigation settlement payable							204,834			204,834			E		104,834				100,000
Accounts payable and accrued expenses		-		213,748			153,180			366,928			A		213,748				153,180
Warranty liability		-		4,049			-			4,049									4,049
Promissory note payable - Crivello													B				263,000
										-			D		263,000				-
Promissory note payable - asset acquisition													C				259,769
										-			D		259,769				-
Convertible debt - Cornell - accrued interest		-		-			159,431			159,431									159,431
Convertible debt - Cornell - existing							1,018,025			1,018,025									1,018.025
Convertible debt - other		-		-			172,259			172,259									172,259
Total current liabilities		-		217,797			1,707,729			1,925,526					841,351		522,769		1,606,944

Convertible debt - Cornell - additional funding		-		-			-			-			D		1,000,000		1,000,000		0
Derivative instrument liabilities
Embedded derivatives - convertible debt		-		-			-			-			D				1,079,153		1,079,153
Freestanding derivatives - warrants		-		-			-			-			D				526,951		526,951

Shareholders’ Equity
Common stock		-		-			100,889			100,889									100,889
Preferred stock							-			-			G				3,436		3,436
Additional paid in capital													F		1,694,409
													G		3,436				(1,697,845	)
Retained earnings													B		13,000
													D		40,000
													D		55,000
													D		606,104				(714,104	)
Owner’s investment				(60,541	)								A				115,406
										(60,541	)		C		54,865				-
Other equity		-		-			(1,799,243	)					E				104,834
										(1,799,243	)		F				1,694,409		-
Total Shareholders’ Equity		-		(60,541	)		(1,698,354	)		(1,758,895	)				2,466,814		1,918,085		(2,307,624	)

Total Liabilities and Shareholders’ Equity	$	-	$	157,256		$	9,375		$	166,631				$	4,308,165	$	5,046,958	$	905,424

													Pro Forma Adjustments
	Renewal Fuels		Fuelmeister Business (predecessor)		Tech Laboratories			Combined			Notes		Debit		Credit		Pro Forma Combined

Revenue	$	-	$	1,838,156	$	-		$	1,838,156								$	1,838,156

Cost of goods sold		-		1,178,594		-			1,178,594			H		10,415				1,189,019

Gross margin		-		659,562		-			659,562					10,415		-		649,147

Operating expenses:
Selling, general & administrative		0		619,221		14,895			634,116									634,116
Accounting and legal fees						90,881			90,881									90,881
Consulting fees						306,505			306,505			J				306,505		-
Financing fees						72,500			72,500			I		87,500				160,000
Transfer agent and stock fees		0		-		27,182			27,182									27,182
		0		619,221		511,963			1,131,184					87,500		306,505		912,179

Income from operations		0		40,341		(511,963	)		(471,622	)				97,915		306,505		(263,032	)

Other expenses:
Derivative financial instrument expense									-			D		606,104				606,104
Interest expense - Cornell - existing debt		0		-		127,327			127,327									127,327
Interest expense - Cornell - additional debt												I		53,000				53,000
Interest expense - Cornell - other						18,728			18,728									18,728
Interest income		0		-		(710	)		(710	)		K				20,723		(21,433	)
		0		-		145,345			145,345					659,104		20,723		783,726

Income (loss) before income taxes		0		40,341		(657,308	)		(616,967	)				757,019		327,228		(1,046,758	)

Income tax expense		0		2,700		1,000			3,700									3,700

Net income (loss)	$	0	$	37,641	$	(658,308	)	$	(620,667	)			$	757,019	$	327,228	$	(1,050,458	)

Earnings per share:
Shares outstanding:
Basic						6,702,639												6,702,639
Fully diluted						6,702,639										361,610,000		368,312,639
Earnings (loss) per share:
Basic					$	(0.10	)										$	(0.16	)
Fully diluted					$	(0.10	)										$	(0.16	)

	Dr.		Cr.
Cash	$	250,000
Promissory note payable to Crivello			$	263,000
Initial expenses		13,000
	$	263,000	$	263,000

	Dr.		Cr.
Cash ($500,000 + inventory in excess of $40,000, less promissory note payable to seller)				250,000
Promissory note payable to seller				259,769
Owner’s investment (representing Inventory - $49,769 + Fixed assets - $9,145, less Warranty liability assumed - $4,049)	$	54,865
Intangible assets		95,000
Goodwill		359,904
	$	509,769	$	509,769

	Dr.		Cr.
Preferred stock, $0.01 par value			$	3,436
Additional paid in capital	$	3,436
	$	3,436	$	3,436

	Dr.		Cr.
Property and equipment - assumed 10 year life				915
Intangible assets - assumed 10 year life				9,500
Cost of goods sold - depreciation & amortization expense	$	10,415
	$	10,415	$	10,415

	Dr.		Cr.
Interest expense - effective interest, including discount amortization	$	53,000
Deferred financing fees - amortization		87,500
	$	140,500		-

Exhibit Number		Description

3.1		Amendment to Certificate of Incorporation of Tech Laboratories, Inc.

3.2		Amended and Restated By-laws of Tech Laboratories, Inc.

10.1		Agreement and Plan of Merger, dated April 20, 2007, among Tech Laboratories, Inc., Renewal Fuels Acquisitions, Inc. and Renewal Fuels, Inc.

10.2		Asset Purchase Agreement, dated March 30, 2007, among Crivello Group, LLC, Renewal Fuels, Inc. and Biodiesel Solutions, Inc.

10.3		Securities Purchase Agreement, dated April 20, 2007, by and between Tech Laboratories, Inc. and Cornell Capital Partners L.P.

10.4		$1,000,000 principal amount Secured Convertible Debenture, dated April 20, 2007, by and between Tech Laboratories, Inc. and Cornell Capital Partners L.P.

10.5		Warrant to purchase 18,000,000 shares of Common Stock of Tech Laboratories, Inc. dated April 20, 2007

10.6		Registration Rights Agreement, dated April 20, 2007, by and between Tech Laboratories, Inc. and Cornell Capital Partners L.P.

10.7		Pledge and Escrow Agreement, dated April 20, 2007, by and between Tech Laboratories, Inc., David Gonzalez and Cornell Capital Partners L.P.

10.8		Restated Security Agreement, dated April 20, 2007, by and between Tech Laboratories, Inc. and Cornell Capital Partners L.P.

10.9		Services Agreement between Renewal Fuels, Inc. and Biodiesel Solutions, Inc., dated as of March 30, 2007

10.10		Settlement Agreement between Tech Laboratories, Inc. and Stursburg & Veith, dated as of April 25, 2007


	TECH LABORATORIES, INC.

Dated: April 26, 2007	By:	/s/ John King
		Name: John King
		Title: Chief Executive Officer


	TECH LABORATORIES, INC.

		/s/ JOHN KING
		John King, President and Secretary


	TECH LABORATORIES, INC.

	By:	/s/ JOHN KING
		John King, Chief Executive Officer


	RENEWAL FUELS ACQUISITIONS, INC.

	By:	/s/ JOHN KING
		John King, Chief Executive Officer


	RENEWAL FUELS, INC.

	By:	/s/ JOHN KING
		John King, Chief Executive Officer

		Page
Section

ARTICLE I SALE AND PURCHASE OF ASSETS		1
1.1	Sale of Assets.	1
1.2	Excluded Assets.	2
1.3	Assumed Liabilities; Excluded Liabilities; Employees.	2
1.4	Purchase Price; Adjustment; Payment.	3
1.5	Purchase Price Allocation.	4
1.6	Records and Contracts.	4
1.7	Further Assurances.	4
1.8	Sales and Transfer Taxes.	4

ARTICLE II CLOSING AND TERMINATION		5
2.1	Closing Date.	5
2.2	Termination of Agreement.	5
2.3	Procedure Upon Termination	5
2.4	Effect of Termination.	5

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER		6
3.1	Organization and Good Standing.	6
3.2	Authorization of Agreement.	6
3.3	Records.	6
3.4	Conflicts; Consents of Third Parties.	6
3.5	Ownership and Transfer of Assets.	7
3.6	Financial Statements.	7
3.7	No Undisclosed Liabilities.	7
3.8	Absence of Certain Developments	8
3.9	Taxes.	9
3.10	Real Property.	11
3.11	Tangible Personal Property.	11
3.12	Intangible Property.	12
3.13	Material Contracts.	12
3.14	Employee Benefits.	13
3.15	Labor.	15
3.16	Litigation.	16
3.17	Compliance with Laws; Permits.	16
3.18	Environmental Matters.	16
3.19	Insurance.	17
3.20	Inventories; Receivables; Payables.	17
3.21	Customers and Suppliers.	18
3.22	Financial Advisors. .	18
3.23	Patriot Act	18
3.24	No Misrepresentations.	18

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER		19
4.1	Organization and Good Standing.	19
4.2	Authorization of Agreement.	19
4.3	Conflicts; Consents of Third Parties.	19
4.4	Litigation.	20
4.5	Financial Advisors	20
4.6	Patriot Act.	20

ARTICLE V COVENANTS		20
5.1	Access to Information.	20
5.2	Conduct of the Business Pending the Closing.	21
5.3	Consents.	23
5.4	Other Actions.	23
5.5	No Solicitation.	23
5.6	Preservation of Records.	23
5.7	Publicity.	24
5.8	Use of Name.	24
5.9	Management Agreement.	24
5.10	Financial Statements.	24
5.11	Non-Competition Agreements	24
5.12	Insurnace Coverage.	25
5.13	Web Site Crossover.	25

ARTICLE VI CONDITIONS TO CLOSING		26
6.1	Conditions Precedent to Obligations of Parent.	26
6.2	Conditions Precedent to Obligations of the Seller.	26

ARTICLE VII DOCUMENTS TO BE DELIVERED		27
7.1	Documents to be Delivered by the Seller.	27
7.2	Documents to be Delivered by the Parent.	27

ARTICLE VIII INDEMNIFICATION		28
8.1	Non-Tax Indemnification.	28
8.2	Limitations on Indemnification .	29
8.3	Indemnification Procedures.	30
8.4	Exclusive Remedy	31

ARTICLE IX MISCELLANEOUS		31
9.1	Payment of Sales, Use or Similar Taxes.	31
9.2	Survival of Representations and Warranties.	31
9.3	Expenses.	31
9.4	Specific Performance.	32
9.5	Further Assurances.	32
9.6	Submission to Jurisdiction; Consent to Service of Process.	32
9.7	Table of Contents and Headings.	33

9.8	Notices.	33
9.9	Severability.	34
9.10	Binding Effect; Assignment.	34

	Renewal Fuels, Inc.
	1818 North Farwell Avenue
	Milwaukee, Wisconsin 53202
	Attention: President and Chief Executive Officer
	Telephone: (414) 283-2616
	Facsimile: (312) 873-3739

With copy to:	Sichenzia Ross Friedman Ference LLP
	1065 Avenue of the Americas
	New York, New York 10018
	Attention: Thomas A. Rose, Esq.
	Telephone: (212) 930-9700
	Facsimile: (212) 930-9725

If to Seller:	Biodiesel Solutions, Inc.
	1395 Greg Street, Suite #102
	Sparks, Nevada 89431
	Attention: President
	Telephone: (775) 358-6400
	Facsimile: (775) 358-6499

With copy to:	Hale Lane
	5441 Kietzke Lane, Second Floor
	Reno, Nevada 89511
	Attention: David A. Garcia, Esq.
	Telephone: (775) 327-3000
	Facsimile: (775) 786-6179


	BIODIESEL SOLUTIONS, INC.

	By:	/s/ RUDOLF A. WIEDEMANN
		Name: Rudolf A. Wiedemann
		Title: CEO


	CRIVELLO GROUP, LLC

	By:	/s/ FRANK CRIVELLO
		Name: Frank Crivello
		Title: Managing Member

1)	Registered Vehicles	$ 0
2)	Other Tangible Personal Property:
	(a) Subject to Sales Tax:	$ 9,145 (tools)
	(b) Not Subject to Sales Tax:	$ 50,150 (website & domain names
3)	Leasehold Improvements:	$ 0
4)	Value of the Premise Lease:	$ 0
5)	Goodwill:	$ 365,705
6)	Covenant Not to Compete:	$ 20,000
7)	Resale Inventory:	$ 40,000
8)	Other: Provisional Patent & Trademarks	$ 15,000

	TOTAL PURCHASE PRICE:	$ 500,000

FM Customers 2005	Jan - Dec 05	Status
Green Fuels, Ltd.	139,709.80	Has manufacturing license for original FM in Europe, Africa, and Middle East.
Azure Biodiesel	103,704.89	Current Dealer
Homemade Biodiesel	101,650.87	Current Dealer
Cascade Biodiesel	51,193.56	Current Dealer
New England Biodiesel	23,206.25	Current Dealer
Dave Butler	23,030.12	End Customer
Blaze Petroleum	20,857.00	Current Dealer
San Dan LLC	20,238.75	Former Dealer
Trimline Design Centre Inc	18,852.79	Current Dealer
Williamson Greenhouse	18,153.75	Former Dealer
Renewable Energy	13,440.75	Former Dealer
Maris Krasnikovs	12,364.07	End Customer
Real Goods	10,364.50	Catalog Dealer
Anthony Fitzhenry	8,590.00	End Customer
C & E Biodiesel	8,561.75	Current Dealer
Nina Babiarz, Larry Dashiell	7,810.44	End Customer
Freedom Fuel America	7,386.52	Former Dealer
WRC, Inc	6,983.75	Former Dealer
Zepeda Corp	6,896.67	Current Dealer
Lewis Allen	6,698.08	End Customer