ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (“ Agreement ”) is made this ____ day of July, 2005, by and between Clickableoil.com, Inc. (the “ Buyer ”) and Allamuchy Transport, Inc. (“ Seller ”).

WHEREAS, Seller is engaged in the business of selling and delivering No. 2 fuel oil to retail customers and providing services to such customers’ heating systems (" Business "); and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain of Seller's assets used in the Business upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1.              BASIC TRANSACTION .

1.1.   Purchase and Sale of Assets . Subject to the terms and conditions hereinafter set forth, Seller agrees to sell, assign, transfer and convey to Buyer, and Buyer agrees to purchase from Seller, on the Closing Date (as hereafter defined), all of the right, title and interest of Seller in the following assets related to the Business (collectively, the “ Assets ”) free and clear of any liabilities, obligations, adverse claims, security interests, liens and encumbrances except as explicitly permitted herein:

          (a)     Customer Contracts . Those outstanding delivery, sale and service agreements and purchase orders between Seller and its customers as described in and attached hereto as Schedule 1.1(a) , if any. Seller and Buyer shall execute an Assignment and Assumption Agreement for the Customer Contracts in substantially the same form and content as Exhibit 1.1(a) .

        (b)   Customer Information . All customer lists and customer data, and sales and promotional material and other sales-related material relating to, or used in connection with the operation of, the Business, including, without limitation, contact information for all customers and pricing information (collectively, the “ Customer Information ”);

(c)    Name.   The exclusive right to use the name Allamuchy Oil or variations thereof in connection with the operation of the Business. Seller shall cease use of the name Allamuchy Oil, and shall not use any similar name except that it may use “Allamuchy Fuel” or “Allamuchy Transport” with respect to its diesel fuel business. Seller cancel all registered fictitious names containing the term Allamuchy Oil.

(d)    Phone Number . All phone and fax numbers of Seller used in connection with the Business, including the number 866-645-6261. For a period of two years after Closing, Buyer shall refer to Seller, by giving the caller a new phone number supplied by Seller, all calls requesting diesel fuel sales or service received through one of Seller’s former phone numbers. After two years, Buyer may continue to refer such calls for diesel, and shall receive the fees specified in Section 5.5 of this Agreement for such referrals.

1.2.   No Assumption of Liabilities . Buyer is acquiring the Assets hereunder without any assumption of Seller's debts, obligations, liabilities, accounts payable, or commitments of Seller, whether accrued now or hereafter, whether fixed or contingent, or whether known or unknown, except as explicitly provided in this Section 1.2. Seller will deliver products and provide services under the Customer Contracts on or after the Closing Date pursuant to the terms and conditions of the Transport Agreement to be entered into between the parties at Closing. Notwithstanding the foregoing, Buyer will respond to all customer complaints without question as to the time period in which the complaint arose, provided that Buyer will not assume any liability due to defective service or delivery caused by Seller or spillage caused by Seller, and Buyer will not honor any commitments by Seller to provide service, repair or remedy, except at Buyer’s customary charges.

1.3. Excluded Assets . Buyer is not acquiring any assets of Seller except for those described in this Agreement. Without limiting the generality of the foregoing sentence, Buyer is not acquiring the customer information, customer contracts, goodwill and other assets related solely to the Seller’s diesel fuel business. In addition, Seller may continue selling No. 2 fuel oil to the customers listed on Schedule 1.3 hereof, provided such customers are on the date hereof also customers of Seller’s diesel oil business and Seller discontinues using the name Allamuchy Oil with such customers.

2.              PURCHASE PRICE.

2.1.   Price . The purchase price for the Assets shall be as follows (collectively, the "Purchase Price"):

(a)    Payment at Closing . Buyer shall pay Seller the amount of $156,000 (fixed price) by wire transfer or certified check on the Closing Date. The fixed price will be reduced by the purchase price of any No. 2 fuel oil prepaid to Seller but not delivered as of Closing. In addition, at Closing the fixed price will be reduced by the then outstanding amount of the credit previously provided to Seller by Buyer. On the date of this Agreement, such amount was approximately $24,000. The Buyer and Seller shall mutually agree upon the outstanding amount at Closing.

(b)   Deferred Payment . Buyer shall pay an amount equal to (i) $.30 multiplied by the number of gallons of fuel oil sold to Seller’s customers in the period beginning one day after the Closing Date and ending on the first anniversary of the Closing Date, less (ii) $156,000. This amount shall be paid within fifteen (15) days after the first anniversary of the Closing Date. Payment will be accompanied by a statement showing calculation of the payment certified by the Chief Financial Officer, or equivalent officer, of Buyer. No payment shall be made if the amount calculated in clause (i) does not exceed $156,000. In the event that any undisputed or otherwise definitively proven amount of the deferred purchase price in excess of $2,500 is not paid within ten (10) days after demand by Seller, Seller, upon 30 days’ notice to Buyer, in addition to any and all other remedies available at law or in equity, shall be entitled to use the name Allamuchy Oil and Buyer shall cease use of the name Allamuchy Oil.

     (c)      Assumption and Performance . On the Closing Date, Buyer shall assume and accept assignment of the Customer Contracts listed on Schedule 1.1(a) and shall use its commercially reasonable efforts to timely and diligently perform all of its duties and obligations thereunder arising after the Closing Date. The obligations and liabilities assumed by Buyer under customer contracts shall be subject to the provisions of Section 1.2.

     2.2.   The Closing . Subject to fulfillment of the conditions set forth in Section 6 of this Agreement, the closing of the transaction contemplated herein (" Closing ") shall be held at the offices of Buyer on July 18, 2005, or at such other place or such later date as the parties hereto may mutually establish (" Closing Date ").

2.3.   Transactions at Closing . At the Closing, the following transactions shall occur, all of which shall be deemed to occur simultaneously:

(a)    Seller shall deliver or cause to be delivered to Buyer, each in form reasonably satisfactory to Buyer and its counsel:

(b)    Buyer shall deliver or cause to be delivered to Seller each in form reasonably satisfactory to Seller and its counsel:

3.              REPRESENTATIONS AND WARRANTIES OF SELLER . To induce Buyer to enter into this Agreement and perform its obligations hereunder, Seller represents and warrants to Buyer as follows:

3.1.   Organization and Standing . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey.

     3.2.   Authorization of Transaction. Seller has full power and authority (including corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. The board of directors and shareholders of Seller have duly authorized the execution, delivery, and performance of this Agreement by Seller. This Agreement, constitutes a valid and legally binding obligation of Seller, enforceable in accordance with its terms.

3.3.   Title to Assets; Encumbrances . Seller has good and marketable title to each and all of the Assets, free and clear of any liabilities, obligations, adverse claims, security interests, liens and encumbrances (collectively, " Claims "), other than Claims set forth on Schedule 3.3 hereof. All of the Claims set forth on Schedule 3.3 shall be satisfied at Closing or the claimants shall provide releases or other written assurances reasonably acceptable to Buyer that neither the Buyer nor the Assets shall be subject to such claims, in a form and manner reasonably acceptable to Buyer. Seller will convey to Buyer at the Closing good and marketable title to all the Assets, free and clear of Claims of any third party.

3.4.   Customer Contracts . Seller has no written or oral agreement with any customer regarding the sale of No. 2 fuel oil or related service except as set forth on Schedule 3.4. Schedule 3.4 also contains a schedule of any No. 2 fuel oil which has been paid for by a Customer but has not been delivered and will not be delivered before Closing. No Material Customers (defined in the next sentence) have notified Seller within the past 120 days of their intent to cease to do business with Seller. “Material Customers” means customers whose No. 2 fuel purchases since January 1, 2004 represent 10% or more of Seller’ total No. 2 fuel sales during that period, as measured in gallons.

3.5.   Brokers or Finders. Seller has not incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other like payment in connection with this Agreement.

     3.6. No Material Adverse Changes . Except as disclosed by Seller to Buyer in writing, since September 30, 2004 as there has been no material adverse change in Seller’s financial condition or its seasonal fuel sales.

3.7. Customer Relations . Seller has not in the past three months received materially more customer complaints regarding its No. 2 fuel oil business or related services, on a percentage of customers basis, than its average historical amount of customer complaints.

3.8. Representations Regarding Sales. The written sales information provided by Seller to Buyer attached hereto as Schedule 3.8 is true and correct in all material respects. Since the date of the information provided on Schedule 3.8, there has been no material reduction in periodic sales by gallon in comparable periods.

3.9. Taxes . Except as set forth on Schedule 3.9, Seller has paid all taxes which may be imposed on it related to its income, operations, existence, sales, assets, employees and otherwise which have become due before the date hereof, including without limitation all sales and other taxes collected from customers for the benefit of taxing authorities. Except as set forth on Schedule 3.9, Seller has properly withheld or collected and paid over to the appropriate authorities all taxes and other charges it is required to withhold or collect from customers or employees. As to taxes which are not yet due, Seller agrees to pay such taxes on or before the due date. Except as set forth on Schedule 3.9, Seller has timely and properly filed all tax returns of any type during the previous five years. All matters disclosed on Schedule 3.9 will be satisfied or remedied, or Buyer shall have been provided reasonably acceptable releases or other written assurances that neither Buyer nor the Assets will be subject to any such matters, on or before Closing.

3.10.   Legal Proceedings . Except as set forth on Schedule 3.10, there are no (and, during the five years preceding the date hereof, there have not been any) actions, suits, proceedings, orders or investigations pending or, to the knowledge of Seller, threatened against or affecting the Seller, the Assets or the Business at law or in equity, or before any arbitrator, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and there is no reasonable basis known to Seller for any of the foregoing. Except as set forth on Schedule 3.10, Seller is not subject to or bound by any outstanding orders, judgments or decrees of any court or governmental entity with respect to the Business or Assets.

3.11.   Environmental and Permit Matters . To the knowledge of Seller, Seller is in compliance in all material respects with all federal, state, and local statutes, ordinances, guides having the effect of law, rules and regulations, all court orders and decrees and arbitration awards, which pertain to environmental matters or contamination of any type whatsoever (“Environmental Laws”). A description of any outstanding notice, citation, inquiry or complaint which Seller has received of any alleged violation of any Environmental Law or permit relating to the Business or the Assets known to Seller has been provided to Buyer in writing. (As used in the preceding sentence, the term “outstanding” refers to any notice, citation, inquiry or complaint that pertains to a matter that has not been corrected or otherwise resolved.) Seller possesses all permits of any type which are currently required for the operation of the Business, and to Seller’s knowledge is in compliance in all material respects with the provisions of all such permits. Other than spill or leaks occurring in the ordinary course of business which have been resolved, there has been no generation, storage, disposal, treatment or transportation of any Hazardous Materials (as herein defined) by Seller, or to Seller’s knowledge on behalf of Seller in violation of, or which could give rise to any liability or obligation of Seller under, any Environmental Laws.

4.              REPRESENTATIONS AND WARRANTIES OF BUYER. To induce Seller to enter into this Agreement and perform its obligations hereunder, Buyer represents and warrants to Seller as follows:

4.1.   Organization and Standing . Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.

     4.2.   Authorization of Transaction. Buyer has full power and authority (including corporate power and authority, if applicable) to execute and deliver this Agreement and to perform its` obligations hereunder. The board of directors has, to the extent required, duly authorized the execution, delivery, and performance of this Agreement by Buyer. This Agreement, constitutes a valid and legally binding obligation of Buyer and Seller, enforceable in accordance with its terms.

4.5.   Brokers or Finders. Buyer has not incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other like payment in connection with this Agreement.

5.               POST-CLOSING COVENANTS.

     5.1.   Non-Competition.  

     (a)      For a period commencing on the Closing Date and concluding on the seventh anniversary of the Closing Date,(" Post-Closing Period "), Seller and Chris Pillitteri agree that none of Seller nor Chris Pillitteri will, in the Territory (as defined below), (i) directly or indirectly engage in or have a financial interest in, as an owner, partner, member, stockholder, officer, director, manager, employee, agent, contractor, consultant or otherwise, or provide any services to, any Competing Business, (ii) solicit, divert or appropriate or attempt to solicit, divert or appropriate, directly or indirectly, for or on behalf of itself or any other person, any business relating to the Business from any person who is at the time of the solicitation, or has at any time within five (5) years prior to the date of such action been, a customer or supplier of the Business; or (iii) solicit or attempt to solicit for hire any person who is an employee of Buyer. “ Competing Business ” means the retail sale of No. 2 fuel oil or any services related thereto. “ Territory ” means the area within a 75 mile radius of the Seller’s primary office on the date of this Agreement. Notwithstanding the foregoing, Seller may continue to sell No. 2 fuel oil to the customers listed on Schedule 1.3 hereto, under the conditions set forth in Section 1.3.

(b)     If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

5.2.   Audit Rights. Seller shall have the right to examine the sales records of Buyer as the same relate to the calculation of the payment due under paragraph 2.1(b), in order to verify the number of gallons sold to Seller’s customers. If an audit reveals a deficiency in an amount paid to Seller, Buyer shall pay such deficiencies to Seller within ten (10) calendar days notice thereof (a “ Notice ”). If the aggregate deficiencies in payment found by such examination exceeds 3% of the reported sales in excess of 520,000 gallons, Buyer shall also pay to Seller the amount of the actual reasonable costs and expenses incurred by Seller (including, without limitation, the cost of independent accountants) in connection with s