SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 16, 2010, by and
among ALL FUELS & ENERGY COMPANY, a Delaware corporation, with headquarters located at 6165
N.W. 86th Street, Johnston, Iowa 50131 (the "Company"), and ASHER ENTERPRISES, INC., a Delaware
corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the "Buyer").
A. The Company and the Buyer is executing and delivering this Agreement in reliance upon the exemption from
securities registration afforded by the rules and regulations as promulgated by the United States Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act");
B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth
in this Agreement an 8% secured convertible note of the Company, in the form attached hereto as Exhibit A, in
the aggregate principal amount of Sixty Five Thousand Dollars ($65,000.00)(together with any note(s) issued in
replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms
thereof, the "Note"), convertible into shares of common stock, $0.01 par value per share, of the Company (the
"Common Stock"), upon the terms and subject to the limitations and conditions set forth in such Note.
C. The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount
of Note as is set forth immediately below its name on the signature pages hereto; and
NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:
1. Purchase and Sale of Note.
a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and
the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below
the Buyer's name on the signature pages hereto.
b. Form of Payment. On