This Agreement is among and between James E. Miller (James) and Forrest Miller (Forrest), (collectively, Partners), who hereby agree to form and operate ALGALOILDIESEL, LLP, (the Company), a Kentucky Limited Liability Partnership, under the laws of the State of Kentucky, and upon the following terms and conditions:

1. MISSION STATEMENT

The mission of The Company is to produce and sell fuels and food derived from biological products.

2. THE COMPANY

The Partners of The Company, whose names are subscribed on the last page hereof, agree to form the Company as a limited liability partnership under the laws of the State of Kentucky, and agree to perform their respective duties in good faith, with due diligence and in a timely manner.

3. PROJECTS
   1. Biodiesel. The initial projects are:
      1. Permits. To prepare and submit one or more applications to the one or more sovereign jurisdictions and obtain one or more permits, exclusions, exemptions or other official actions of the Department of Environmental Quality and other appropriate agencies, to permit the production and/or collection of vegetable and animal oils, the production of biodiesel and lubricants therefrom and the sale, transportation and use of biofuels, including biodiesel, ethanol and lubricants.
      2. Outreach. To create an outreach service whereby the general public, educators, legislators, state executives, academia, students, parents, teachers, school staff and other stakeholders can progressively interact with Partners for the promotion of the use of biofuels and biolubricants.
      3. Research. To research and prepare business plans and cost projections for each major element of the one or more models of biofuels and biolubricant refineries and means of production, sale and distribution of products therefrom.
      4. Support. To provide proper support to customers for issues and concerns as they arise.
      5. State-wide, nation-wide goals. The goals of The Company include expansion of the production, sale and distribution of biofuels and biolubricants throughout the nation, when feasible. The Company will do so through a combination of direct sales, Internet sales, Company owned operations, franchises, and networking with other companies in the world. A major goal is to create a suitable testing laboratory for the testing of biofuels and biolubricants.
   2. Food.

To prepare and submit applications for production and processing of foods.

4. DUTIES AND RESPONSIBILITIES

The respective duties and responsibility of the Partners are:

1. Managing Partner: The initial Managing Partner is James. As the Managing Partner, Miller has the primary responsibility to conduct the business of the Company. He is authorized to apply for and secure and keep current all permits, approvals and registrations for the conduct of the business of the Company. All decisions shall be made in consultation with all of the partners, who have final authority for all partnership business.
2. Operations Manager: James is the Operations Manager. As the Operations Manager, James has the primary responsibility to conduct the biodiesel refinery operations, including the production, handling, storage and transportation process.
3. Engineering. James is the Science and Engineering Manger.
4. Sourcing and costing. Forrest is the Manager of Sourcing and Costing.
5. Scrivener. James is the Company Scrivener.
6. Accounting and banking. James is responsible for all accounting and banking duties. James1 will also enable The Company’s financial accounting system through the use of Quick Books or other appropriate accounting software. All appropriate transactions will be recorded using Quick Books. All financial records shall be online and available for review and copying at all times by any Partner.
7. Customer Relations and communications: All Partners are responsible for customer relations in the sale and distribution of biofuel products. James1 will enable The Company’s computer resources to manage customer relations. All Partners will use this system to record customer events of significance. James1 will also enable the Partners to maintain current communication through the use of telephones, email, websites and other suitable means of communication so as to maintain a company-wide daily digital journal.

1. Secondary duties and responsibilities: All Partners are equally responsible to assist each other Partner in the proper discharge of the duties and responsibilities of the other Partners.
1. COMPENSATION
   1. Basic Draw: The basic draw to be awarded to each Partner is based on a percentage of the monthly net profit from the sale of products and services, which shall be a base pay and allowances as determined by the Partners. Unless otherwise agreed, the basic compensation will be determined, divided evenly among the partners, and paid on a monthly basis. Forrest shall be paid a base pay based on $1.00 per each type of item sourced and priced per budgets supervised by James. Net profits shall be defined in accordance with generally accepted accounting practices employed on a consistent basis and shall be evenly distributed among the partners. Distributions shall be considered partnership draws and not wages. Each Partner is responsible for his/her own taxes.
   2. Capital Fund: A Capital Fund shall be created into which twenty percent (20%) of the periodic net profits shall be paid and deposited in a segregated bank savings account. These funds shall be spent primarily for capital goods for the further development of the business of The Company. All withdrawals from this fund shall be agreed to by all Partners.
   3. Reserves: A Reserve Against Contingencies Fund shall be created into which five percent (5%) of the periodic net profits shall be paid and deposited in a segregated checking account. These funds shall be spent for unanticipated emergencies, approved by a vote of two thirds of the partners. By a vote of all of the Partners, any amount of this fund may be withdrawn and spent for Company purposes.
   4. Net Profits: From the remaining net profits (25%), draws shall be distributed as follows:
      1. For use of Capital Assets: From net cash profits, Partners who contribute capital assets in the form of cash, credit or personal property, one percent (1%) per month of the fair and reasonable value shall be paid, not to exceed in total ten percent (10%) of the net profits. Cash and credit shall be at par. Other assets shall be valued based on current fair market value based on values of a sale between private parties.
      2. For research and development: From the remaining net cash profits, five percent (5%) shall be invested in research and development of energy systems.
      3. For outreach: From the remaining net cash profits, five percent (5%) shall be spent on outreach to further the goals of the company in sustainable energy systems.
      4. For funding incubators: From the remaining net cash profits, five percent shall be spent on supporting incubator businesses. If part of the Company or a spin-off from the company, the legal interest should be one of ownership. If not part of the Company, the interest should be in any legal form, including gift.
      5. Balance: The balance of any remaining net cash flow shall be evenly distributed to the Partners or use to pay down debts of the Company as two-thirds of the Partners may choose.
      6. For Labor: From the remaining net profits, pro-rate portions shall be paid to each partner.
   5. Taxes: From each Draw due to be paid to a Partner, the estimated federal and state taxes for each respective Partner shall be deducted and remitted to the respective taxing authorities. Draws shall be payable only when, as and if payments from customers are received in good funds.
   6. Loans and advances. By a two-thirds vote of the Partners, loans and advances may be made to Partners and shall have a first lien on any payments and interests of the borrower Partner. Advances against anticipated expenses shall be promptly repaid (30 days or at the next draw disbursement). All Company businesses expenses incurred by a Partner shall be reimbursed or credited based on actual vendor receipts filed with the Scrivener.
   7. Losses. In the event, as a result of the CPA audit, there is a loss, each Partner shall pay a pro-rata share of the net loss.
2. LEGAL MATTERS
   1. Status. The Company is to be treated as a limited liability partnership under the laws of the State of Kentucky and not as an employer. Each Partner is responsible for performing the duties listed above in a due diligent and timely manner. The time, date, manner of performance, use of tools, equipment, vehicles, software, hardware, and travel is of the choosing of the Partner.
   2. Confidentiality. The business of The Company requires that all intellectual property known or discovered, created, purchased or developed by the Partners during their membership in the Company or contributed to the Company shall be kept as a trade secret unless and until approved for release by the Managing Partner. It shall be a breach of this agreement if any Partner divulges trade secrets to any person not authorized by the Managing Partner to receive such information. Each Partner covenants that for so long as the Partner is a member of The Company and for a period of two years following the withdrawal from or the termination by such Partner from The Company or the dissolution of The Company, that the Partner shall not reveal any trade secrets except as herein provide. Should such violation occur, the parties agree that The Company will be damaged, that the amount of such damage cannot be determined with reasonable accuracy or that it is impossible to determine the amount of such damages. Accordingly, the parties agree to liquidate all such damage by agreeing that the unauthorized disclosure of such trade secrets will have damaged The Company in the reasonable amount of $50,000.00. Further, the parties agree that the disclosure or threatened disclosure of trade secrets by any Partner will cause irreparable damages and that payment of money, alone, will not adequately compensate The Company. The parties agree that the trade secretes are unique property of The Company and that the unauthorized disclosure will render such trade secrets valueless. Accordingly, the parties agree that equitable remedies may be obtained by The Company against any Partner or former Partner for any actual or threatened disclosure of The Company trade secretes. Partners are deemed to have an ownership interest in The Company, but not in any individual asset of The Company.
   3. Levy. In the event any Partner’s share or interest in this the Company or in any of its assets is sought to be encumbered or levied upon by or through any legal or private proceeding, as to any such share so subject to distraint, the full amount of the federal and tax which is or is likely to become due upon such share, shall be forthwith and immediately paid by the levying party to the appropriate tax agency. Failure to pay such payment within ten days of demand by any Partner, shall cause and permit the Managing Partner to pay from funds of The Company and from that which is due such Partner whose share or draw is the subject of distraint is due or is coming due, or is likely to come due to the Partner, the estimated federal and state taxes due, coming due or are likely to come due within one year from the date of the levy, to the appropriate taxing agency. Such payments shall be deducted from the amount of the funds otherwise subject to distraint and shall have priority to any levy or distraint.
   4. Taxes. For Federal and State of Kentucky tax purposes, this The Company shall be deemed a limited liability partnership. The Managing Partner is deemed the managing Managing Parter. The other Partners hereby appoint and authorize the Managing Partner to sign all tax returns and make such remittances as such returns may require and to pay the estimated taxes as herein authorized.
   5. Bank Accounts: The Managing Partner shall have the authority to establish one or more bank accounts with a bank whose accounts are insured by FDIC, and to transact all banking business with such bank which is reasonable in pursuit of the operations of Company. All withdrawals from any such accounts shall bear the signature of the Managing Partner and one of the other Partners, except as a greater or lesser number of signatures may be required by this Agreement.
   6. Expenses. Each Partner is responsible for the efficient conduct of the business and shall incur no expenses, obligation or debt on behalf the Partnership or any partner except as provided by this agreement. No Partner has the right to pledge the credit of The Company or of any other Partner without written permission of the Managing Partner and any affected Partner. Actual, necessary and reasonable business expenses incurred by a Partner in the exercise of his or her duties shall be reimbursed by The Company to the Partner, based on valid proof of such expenses. All such requests for reimbursement shall be reviewed by and approved by the Managing Partner. Should the Managing Partner deny any expense of any other Partner, such disapproval may be overridden by the signature of any two of the Partners. Expenses incurred by the Managing Partner shall be reviewed and approved or disapproved by any two of the Partners, not including the Managing Partner. The Partners hereby appoint the Managing Partner to manage the business of The Company and to have all of the rights and responsibilities normally conferred on a managing Managing Parter by Kentucky law.
   7. Insurance. Each Partner shall be responsible for his or her own health, welfare, auto, life and casualty insurance for any and all purposes. The Company will not carry insurance in favor of The Company or any Partner, except upon the written agreement, signed by all of the Partners.
   8. Amendments, Withdrawal, Expulsion, Admission, Dissolution.
      1. Amendments. This Agreement may be amended by a written instrument signed by all of the then existing and acting Partners.
      2. Withdrawal. Any Partner may withdraw from The Company by submitting a written statement of withdrawal. Such withdrawal does not relieve the withdrawing partner of any duty to pay a share of losses incurred prior to the time of withdrawal. Further, all intellectual property derived from, added to, created, enhanced, including any and all derivatives of such withdrawing Partner shall be and remain the property of The Company. All such intellectual property shall be deemed created or authored for hire by the Company, and not the individual property of the withdrawing Partner. All indicia of ownership, physical property in any form shall be delivered to the Managing Partner at or prior to the effective date of withdrawal. The withdrawing Partner shall also execute such documents as is presented by the Managing Partner, memorializing the transfer of all rights from the withdrawing Partner to the Company. Basic Draw due as of the date of withdrawal to the withdrawing Partner shall be paid, subject to legal offsets, in accordance with the schedule and time as set forth above. The withdrawing Partner shall have no right to participate further in any further payment of compensation or net profits. Authorized expenses incurred by the withdrawing Partner shall be paid within 30 days following withdrawal.
      3. Expulsion. A Partner shall be expelled from the Company upon the written consent of a majority of the remaining Partners, for good cause. Good cause shall include: conviction of any felony, conviction of any misdemeanor involving a crime of moral turpitude, persistent inattention to duties or malperformance of duties; abandonment of the duties entrusted to the Partner for more than ten consecutive days after posting of a written notice by any two of the Partners to the Company, of deficiency of performance, employment in any form, paid or unpaid, by any competitor of The Company and the unauthorized disclosure of trade secrets as stated in this Agreement. As to Basic Draw, the expelled Partner shall have the same duties, rights and responsibilities as a Partner who withdraws.
      4. Resources: Upon withdrawal or expulsion, the leaving Partner shall have the right to reclaim any property previously contributed to the Partnership, “as is, where is” at the time of reclamation, or, at the option of the remaining Partners, such leaving Partner shall be paid the then fair market value of such personal property. If such election is made, the remaining Partners shall constitute a new partnership which shall be subject to this agreement, which new Partnership shall pay to the leaving Partner, such value in twelve installments over a period of one year, together with interest at the rate of ten percent per annum on the declining principal balance.
      5. New Partners. New Partners shall be admitted upon the consent of all Partners upon such terms and conditions as set forth in a written addendum to this Agreement signed by all of the then existing Partners.
      6. Dissolution. The Company may be dissolved by the written consent of all of the then existing Partners or by order of a court of competent jurisdiction under the laws of the State of Kentucky.
   9. Laws. The laws of the State of Kentucky shall be applied. Venue shall be in the District Court of the County of Crittenden, Kentucky. Disputes shall be resolved by binding arbitration in accordance with the laws of Kentucky governing binding arbitration. Arbitration awards may be enforced by court judgment.
   10. Notices: Notices shall be in writing and either personally delivered, or by email upon proof of delivery to the sendee's mail server or hosting agent, or mailed by regular U.S. Postal Service to the last address given in writing to the Managing Partner, or if none, then to the following addresses:

James E. Miller: 530 NW 13th St., Corvallis, OR, USA, Home Tele. 541-757-9797; Cell: 541-971-0403; Skype: jimmiller5417. Forrest Miller: 450 W. Vermont Ave., #1903, Escondido, CA 97330; Phone: 760-746-6284

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED THIS PARTNERSHIP AGREEMENT on the dates indicated:



________________ 1-11-2009 James E. Miller


_________________ Forrest Miller 1-11-2009