PLAN AND AGREEMENT OF REORGANIZATION

PLAN AND AGREEMENT OF REORGANIZATION

 This Plan and Agreement of Reorganization is entered into as of the 29th day of January, 2007, by and among ICrystal, Inc., a Delaware corporation, sometimes referred to in this Agreement as the "Purchaser," and those persons executing this Agreement below, all of whom are shareholders of ALL Energy Company. These persons, as a group, are sometimes referred to collectively in this Agreement as the "Shareholders". The Shareholders own, in the aggregate, 100% of all of the outstanding shares of capital stock of ALL Energy Company, a Delaware corporation, sometimes referred to in this Agreement as the "Acquired Corporation".

 This Plan comprises a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. The Purchaser will acquire from the Shareholders all of the issued and outstanding shares of capital stock of the Acquired Corporation, in exchange solely for shares of voting stock of the Purchaser. Under this Plan, the Acquired Corporation will become a wholly-owned subsidiary of the Purchaser.

 In order to consummate the Plan of Reorganization, the Purchaser and the Shareholders, in consideration of the mutual covenants and on the basis of the representations and warranties set forth, agree as follows:

ARTICLE 1

EXCHANGE OF CAPITAL STOCK

 1.01. Transfer of Acquired Corporation’s Capital Stock. Subject to the terms and conditions of this Agreement, the Shareholders will transfer and deliver to Purchaser, on or before the Closing Date, certificates for shares of capital stock of the Acquired Corporation, duly endorsed in blank, as follows:

 1.02. Consideration for Transfer. In exchange for the number of shares transferred by the Shareholders pursuant to Paragraph 1.01, Purchaser will issue and cause to be delivered to Shareholders, on the Closing Date, a total of 25,330,000 shares of Purchaser’s Common Stock, as follows:

 1.03. The Closing; Closing Date. Subject to the conditions precedent set forth in this Agreement, and the other obligations of the parties set forth in this Agreement, the Plan of Reorganization shall be consummated at the offices of the Acquired Corporation, 6165 N.W. 86th Street, Johnston, Iowa 50131, on February 15, 2007, at the hour of 2:00 p.m., or at any other place and date as the parties fix by mutual consent (the "Closing"). Consummation shall include the delivery by the Shareholders of their respective shares of capital stock of the Acquired Corporation, as provided in Paragraph 1.01 of this Agreement, and the delivery by the Purchaser of its shares of Common Stock, as provided in Paragraph 1.02 of this Agreement. The date of the consummation of this Agreement is referred to as the "Closing Date".

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF PRINCIPAL SHAREHOLDER OF ACQUIRED CORPORATION

 Dean Sukowatey (the "Principal Shareholder"), the largest shareholder of Acquired Corporation and a director and the president and secretary of Acquired Corporation, represents and warrants, as of the date of this Agreement and as of the Closing Date, as follows:

 2.01. Organization and Standing of Acquired Corporation. Acquired Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and, with corporate power to own property and carry on its business as it is now being conducted. A true copy of the Certificate of Incorporation of Acquired Corporation, as amended to date, that have been certified by the Secretary of State of Delaware and delivered to Purchaser, is complete and accurate as of the date of this Agreement. Acquired Corporation is qualified to transact business as a foreign corporation and is in good standing in all jurisdictions in which it carries on business or in which any of its principal properties are located.

 2.02. Subsidiaries. Acquired Corporation has no subsidiaries nor any interest in any other corporation, firm, partnership or other juridical entity.

 2.03. Capitalization. Acquired Corporation has an authorized capitalization of 100,000,000 shares of $.0001 par value common stock and 10,000,000 shares of $.0001 par value preferred stock. As of the date of this Agreement, 2,010,713 shares of $.0001 par value common stock are issued and outstanding, fully paid and non-assessable. No shares of preferred stock of Purchaser have been issued or authorized for issuance. Except as set forth in Schedule 2.03 attached hereto and made a part hereof, there are no outstanding subscriptions, options, contracts, commitments or demands relating to the authorized but unissued capital stock of Acquired Corporation or other agreements of any character under which Acquired Corporation would be obligated to issue or purchase shares of its capital stock.

 2.04. Financial Statements.

  (a) Principal Shareholder will cause to be delivered, prior to Closing, to Purchaser the audited financial statements of Acquired Corporation, including a balance sheet and statement of operations, as at December 31, 2006, and the related statements of income and retained earnings from the Acquired Corporation’s inception through such date. All of the financial statements described in this paragraph 2.04 will have been prepared in conformity with generally accepted accounting principles, applied on a consistent basis, and present fairly the financial position of Acquired Corporation, as of their respective dates.

  (b) Other than changes occurring in the usual and ordinary conduct of the business since December 31, 2006, there have been, and at the Closing Date there will be, no materially adverse changes in such financial condition of Acquired Corporation.

  (c) Subject only to any changes occurring in the usual and ordinary course of business, the assets of Acquired Corporation, at the Closing Date, will be substantially those owned by it and shown on its unaudited financial statements as of December 31, 2006, a copy of which is attached hereto as Schedule 2.04(c) and made a part hereof.

 2.05. Operations Since Balance Sheet Date. Since December 31, 2006, Acquired Corporation has not, and prior to the Closing Date will not have, without written consent to Purchaser:

  (a) Issued or sold any stock, bond or other corporate securities;

  (b) Except for current liabilities incurred and obligations entered into in the usual and ordinary course of business, incurred any absolute or contingent obligation, including long-term debt;

  (c) Except for current liabilities shown on the balance sheet and current liabilities incurred since that date in the usual and ordinary course of business, discharged or satisfied any lien or encumbrance, or paid any obligation or liability;

  (d) Mortgaged, pledged or subjected to lien any of its assets;

  (e) Except in the usual and ordinary course of business, sold or transferred any of its tangible assets, or canceled any debts or claims, or waived any rights of substantial value;

  (f) Sold, assigned or transferred any patents, formulas, trademarks, trade names, copyrights, licenses, or other intangible assets;

  (g) Incurred any materially adverse losses or damage, or become involved in any strikes or other labor disputes; or

  (h) Entered into any transaction other than in the usual and ordinary course of business, except for the transaction that is the subject matter of this Agreement.

 2.06. Title to Assets. Acquired Corporation has good and marketable title to all its assets specified in the Schedule of Assets described in paragraph 2.07 and reflected in the balance sheet dated December 31, 2006; none of such is subject to any mortgage, pledge, lien, charge, security interest, encumbrance or restriction, except those that:

  (a) Are disclosed on the balance sheet as securing specified liabilities;

  (b) Are disclosed in the Schedule of Assets pursuant to paragraph 2.07; or

  (c) Do not materially adversely affect the use of the asset.

The equipment of Acquired Corporation is in good condition and repair, except for reasonable wear and tear.

 2.07. Schedule of Assets. Prior to the Closing Date, Principal Shareholder will have delivered to Purchaser a separate Schedule of Assets, specifically referring to this paragraph, containing a true and complete:

  (a) Legal description of all real property owned by Acquired Corporation and any real property for which Acquired Corporation has an option to purchase, or holds a leasehold interest;

  (b) Aged list of accounts receivable as of the Closing Date;

  (c) List of all capitalized machinery, tools, equipment and rolling stock owned by Acquired Corporation that sets forth any liens, claims, encumbrances, charges, restrictions, covenants and conditions concerning the listed items;

  (d) Description of all machinery, tools, equipment and rolling stock in which Acquired Corporation has a leasehold interest, with a description of each interest;

  (e) A true and complete list of all patents, patent licenses, trademarks, trademark registrations, trade names, copyrights, and copyright registrations owned by Acquired Corporation; and

  (f) List of all fire and other casualty and liability insurance policies of Acquired Corporation in effect at the time of delivery of such schedule.

 2.08. Indebtedness.

  (a) Except as set forth in the balance sheet of Acquired Corporation dated December 31, 2006, described in paragraph 2.04, Acquired Corporation presently has no outstanding indebtedness other than liabilities incurred in the usual and ordinary course of business or in connection with this transaction. Acquired Corporation is not in default with respect to any terms or conditions of any indebtedness.

  (b) Acquired Corporation has not made any assignment for the benefit of creditors, nor has any involuntary or voluntary petition in bankruptcy been filed by or against Acquired Corporation.

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     2.09.    Litigation.

  (a) To the best knowledge of Principal Shareholder, Acquired Corporation is not party to, nor has it been threatened with, any litigation or governmental proceeding. To the best knowledge of the Shareholders, and each of them, they are not aware of any facts that might result in any action, suit or other proceeding that would result in any material adverse change in the business or financial condition of Acquired Corporation.

  (b) To the best knowledge of Principal Shareholder, Acquired Corporation is not infringing on, or otherwise acting adversely to, any copyrights, trademark rights, patent rights or licenses owned by any other person, and there is no pending claim or threatened action with respect to such rights. Acquired Corporation is not obligated to make any payments in the form of royalties, fees, or otherwise to any owner or licensor of any patent, trademark, trade name or copyright.

 2.10. Compliance With Law and Other Instruments. To the best knowledge of Principal Shareholder, the business operations of the Acquired Corporation have been, and currently are being, conducted in accordance with all applicable laws, rules and regulations of all authorities, including, without limitation, state franchise registration and/or business opportunity laws and regulations, or laws similar thereto. To the best knowledge of Principal Shareholder, Acquired Corporation is not in violation of, or in default under, any term or provision of its Certificate of Incorporation, its Bylaws or of any lien, mortgage, lease, agreement, instrument, order, judgment or decree, or any other type of restriction that would prevent consummation of the exchange of securities contemplated by this Agreement.

 2.11. Contractual Obligations. To the best knowledge of Principal Shareholder, except for the contracts listed and described on Schedule 2.11 attached hereto and made a part hereof, Acquired Corporation is not a party to, or bound by, any written or oral:

  (a) Contract not made in the usual and ordinary course of business;

  (b) Employment or consultant contract that is not terminable at will without cost or other liability to Acquired Corporation or any successor;

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    (c) Contract with any labor union;

  (d) Bonus, pension, profit-sharing, retirement, stock option, hospitalization, group insurance or similar plan providing employee benefits;

• •  

    (e) Any real or personal property lease as lessor;

     

    (f) Advertising contract or contract for public relations services;

  (g) Purchase, supply or service contracts in excess of $500 each, or in the aggregate of $5,000 for all such contracts;

  (h) Deed of trust, mortgage, conditional sales contract, security agreement, pledge agreement, trust receipt or any other agreement subjecting any of the assets or properties of Acquired Corporation to a lien, encumbrance or other restriction;

  (i) Term contract continuing for a period of more than 30 days that is not terminable without liability to Acquired Corporation or its successors; or

  (j) Contract that contains a redetermination of price or similar type of provision.

Acquired Corporation has performed all obligations required to be performed by it to date and is not in material default under any of the contracts, leases or other arrangements by which it is bound. None of the parties with whom Acquired Corporation has contractual arrangements are in default of their obligations.

 2.12. Changes in Compensation. Since the balance sheet date of December 31, 2006, Acquired Corporation has not granted any general pay increase to employees or changed the rate of compensation, commission or bonus payable to any officer, employee, director, agent or shareholder.

 2.13. Records. All of the account books, minute books, stock certificate books and stock transfer ledgers of Acquired Corporation are complete and accurate.

 2.14. Taxes.

  (a) Acquired Corporation has not been required to file any state or federal income tax returns asa of the date of this Agreement.

  (b) Principal Shareholder will indemnify Purchaser for any and all deficiencies in prior years’ taxes determined against Acquired Corporation.

 2.15. Full Disclosure. As of the Closing Date, Principal Shareholder will have disclosed all events, conditions and facts materially affecting the business and prospects of Acquired Corporation. Principal Shareholder has not withheld knowledge of any events, conditions and facts that they have reasonable ground to know may materially affect the business and prospects of Acquired Corporation None of the representations and warranties made by Principal Shareholder in this Agreement, or set forth in any other instrument furnished to Purchaser, contain any untrue statement of a material fact, fail to state material facts or fail to state facts necessary to make the statements of fact made not misleading.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS OF ACQUIRED CORPORATION

 3.01. Ownership of Acquired Corporation’s Capital Stock. Each of the Shareholders executing this Agreement is, on the date of this Agreement, and on the Closing Date will be, the lawful owner of the number of shares of capital stock of Acquired Corporation that is set forth opposite each such Shareholder’s name in Paragraph 1.01 of this Agreement. Each of the Shareholders executing this Agreement has the legal right and power to sell, assign and transfer the shares of such Shareholder of the capital stock of Acquired Corporation The delivery of the described shares to the Purchaser pursuant to the provisions of this Agreement will transfer valid title to the shares free and clear of all liens, encumbrances, claims and other restrictions of any kind.

 3.02 Waiver of Preemptive Rights; No Rights of Refusal. Each of the Shareholders executing this Agreement has waived, and does hereby waive, any preemptive or prescriptive right to purchase shares of Acquired Corporation that each such Shareholder has or may have had in the past. None of the Shareholders executing this Agreement is subject to a right of first refusal as to his, her or its common stock of Acquired Corporation.

 3.03. No Brokers or Finders. All negotiations related to this Agreement on the part of each of the Shareholders executing this Agreement have been accomplished solely by such Shareholders without the assistance of any person employed as a broker or finder. None of the Shareholders executing this Agreement has done anything to give rise to any valid claims against Purchaser or Acquired Corporation for a brokerage commission, finder’s fee or any similar charge.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER

 4.01 Securities Act Disclosure - Information With Respect to Purchaser. There is attached to this Agreement as Schedule 4.01 current information with respect to Purchaser, which information includes disclosure that describes the business operations of Purchaser immediately following the Closing hereunder.

 In addition, Purchaser files annual and other periodic reports with the Securities and Exchange Commission. The periodic reports, as filed with the Securities and Exchange Commission by Purchaser, may be reviewed online at:

http://sec.gov/cgi-bin/browse-edgar?company=i+crystal&CIK=&filenum=&State=&SIC=&owner=include&action=getcompany,

and are incorporated herein by this reference. Purchaser represents and warrants that the information contained in the Information Statement attached hereto as Schedule 4.01 accurately reflects its business operations and current financial condition.

 4.02. Organization and Standing of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with corporate power to own property and carry on its business as it is now being conducted.

 4.03. Subsidiaries. Purchaser has one subsidiary corporation: Venus Associates, Inc., a Nevada corporation.

 4.04. Capitalization. Purchaser has an authorized capitalization of 80,000,000 shares of Common Stock of the par value of $.01 per share, of which 8,210,754 shares are issued, outstanding and fully paid, as of the date of this Agreement, and 20,000,000 shares of Preferred Stock of the par value of $.01 per share, none of which has been issued. There are no outstanding options, contracts, calls, commitments or demands relating to the authorized but unissued capital stock of Purchaser.

 4.05. Current Status of Purchaser. Currently, only the subsidiary of Purchaser, Venus Associates, Inc., has active business operations. The common stock of Venus Associates, Inc. will be distributed to Purchaser’s shareholders as a dividend and will not be an asset of Purchaser subsequent to the consummation of the transactions contemplated by such dividend distribution. Prior to completion of such dividend distribution, the business operations of Venus Associates, Inc. will continue and the financial operations thereof will be included in the financial statements of the financial statements of Purchaser. However, Purchaser has no current intention of taking any action with respect to Venus Associates, Inc. Rather, Purchaser intends to devote all of its available resources to the pursuit of its ethanol-related business plan.

 4.06. Financial Statements. Prior to the Closing, Purchaser