PROJECT DEVELOPMENT AGREEMENT

This Agreement is entered into this 6th day of November, by and between ALL Energy Company, a Delaware corporation ( “Client”), and Delta-T Corporation, a Virginia corporation ( “Delta-T”), which parties may be referred to individually as a “Party” or jointly as the “Parties”, in light of the following facts:

A. In September 2006, Client and B. Swain, inter alia, entered into a Stock Subscription Agreement (the “Subscription”) relating to the sale and issuance of common stock of Client, subject to certain terms and conditions;

 B. One of the terms of the Subscription was an agreement by B. Swain, as owner of Delta-T, to cause Delta-T to negotiate, in good faith, a development agreement relating to the development of five ethanol production facilities and to enter into such contracts. Client agreed to so negotiate, in good faith, and to enter into such contract. It is the purpose of this Agreement to serve as the development agreement referred to in the Subscription;

 C. The Subscription further stated that B. Swain and R. Swain, as majority owners of Pacesetter Management Group, LLC (“Pacesetter”), would cause Pacesetter to negotiate, in good faith, an agreement under which Pacesetter would manage the operations of the five ethanol production facilities intended to be developed by Client (the “Pacesetter Agreement”). This Agreement is not part of an agreement with Pacesetter;

 D. This Agreement was termed the “Delta-T Agreement” in the Subscription. The Subscription created a right in certain individuals to purchase an aggregate of 714,285 shares of the common stock of Client. The right to purchase common stock of Client, as stated herein, was made conditional on the mutual execution of both this Agreement (the Delta-T Agreement therein) and the Pacesetter Agreement. This Agreement, upon its execution between Client and Delta-T, will constitute satisfaction of the condition precedent to the right of R. L. Bibb Swain, Rob Swain, James Broghammer, Scott D. Zabler and John F. Hopkins, Jr., relating to the execution of this Agreement;

 5. Delta-T is experienced in the business of developing ethanol production projects, as well as in the design of ethanol processes using the dry-milling method and in the supply of commercial technologies and other items related to the production of fuel ethanol;

 6. Client has determined to locate the first of the five ethanol production facilities contemplated by this Agreement in the City of Manchester, Iowa;

 7. Client intends to develop a plant capable of producing approximately 100,000,000 gallons per year of fuel ethanol, utilizing the dry-milling process, together with all associated commercial by-products;

 8. Client desires to engage Delta-T as an independent contractor to provide products and services as provided herein. Except as set forth in paragraph VII hereinbelow, this engagement is not related to any other contract or agreement with any person, firm or entity not a party hereto; and

 9. Client has tentatively determined to engage Kraus-Anderson Construction Company, Minneapolis, Minnesota, as its prime contractor for the design and construction of the proposed Manchester, Iowa, facility, on either a turn-key or cost-plus basis.

 NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, it is hereby agreed by and between the parties:

I. SCOPE OF ENGAGEMENT

 The parties acknowledge and agree that this Agreement relates to the development of five (5) ethanol plants to be built by Client. This Agreement relates specifically to the Manchester, Iowa, site selected by Client for its first facility, but also is applicable to four additional facilities, each of which will be the subject of a numbered addendum to this Agreement to identify each new plant location and to republish and reaffirm this Agreement. Except for the changes in the plant-site identification, the terms and conditions of this Agreement shall remain in force and constitute the continuing binding obligations of the parties for a total of five plant development projects.

 It is agreed that the scope of the engagement of Delta-T in this Agreement is the work required to put Client in a position to negotiate a definitive design and build contract with the contractor of Client’s choice. Kraus-Anderson Construction Company is currently the choice of Client, but the final selection of a design and build contractor has not been made.

II. OBLIGATIONS OF DELTA-T

 Delta-T agrees to perform the following tasks in furtherance of the development of the project:

 A. Scheduling. Delta-T is to develop and deliver to Client a Gantt Chart relating specifically to the tasks undertaken to be accomplished under this Agreement in sub-paragraphs B. through I. below, as soon as practicable after execution of this Agreement. The project time line on the Gantt Chart shall not exceed 120 days;

 B. Site Options. Delta-T is to assist Client or Client’s agent in selection of the most appropriate technical and site options for site utilization in conformity with the facility specifications;

 C. Site Layout. Delta-T is to develop a preliminary general arrangement drawing for the plant, utilizing Client’s site physical and geo-technical data;

 D. Plant Specifications. Delta-T is to create, in cooperation with Client or Client’s agent, definitive physical plant specifications;

 E. Plant Operations. Delta-T is to develop profitability analyses for plant operation related to product selection alternatives;

 F. Environmental. Provide definitive estimated plant emissions projections for use of Client or Client’s agent in pursuing environmental permits, certifications and/or licenses;

 G. Business Plan. Delta-T is to assist Client in development of a business plan for Client;

 H. Project Financing. Delta-T is to develop professional presentation-quality technical and economic date for Client’s use in making presentation to investors and/or lenders; and