EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is made and entered into effective as of the 6 ^TH     day of  March, 2009, (the Effective date”) by and between SOLOMON RC ALI hereinafter referred to as ("Employee") and UNIVERSAL BIOENERGY INC., a   Nevada corporation having offices at 128 Biodiesel Drive, Nettleton, Mississippi 38858 hereinafter referred to as the (“Employer”).

WHEREAS, Employer and Employee desire to set forth the terms and conditions of Employee's employment as Senior Vice President of Investor Relations of Employer in an employment agreement, and Employee is willing to perform such services for Employer under the terms and conditions set forth below; and

WHEREAS, Employer wishes to retain the services of Employee and encourage him to remain employed with Employer and Employer wishes for Employee to remain with Employer;

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, understandings and agreements contained herein and for other good and valuable information, the receipt and adequacy of which is hereby acknowledged, Employee and Employer agree as follows:

Section 1:     Employment.   Employer agrees to employ Employee and Employee agrees to accept employment with Employer, subject to the terms and conditions of this Agreement. Employer’s employment under this Agreement shall be effective as of the “Effective Date” of this Agreement and shall continue for a term ending on March 6, 2010 (the “Term”).

Section 2:     Duties and Responsibilities.

            (a) Position: Employee shall devote his employment time, efforts, skills and attention exclusively to his employment as Senior Vice President of Investor Relations ; provided, however, that to the extent the following activities do not materially interfere or conflict with his duties and responsibilities hereunder, Employee may (i) serve as a member of the boards of directors of other corporations and/or companies (ii) engage in charitable, civic, educational and religious affairs.

            (b)   Board of Directors Seat.    Within Three Days (3) after the commencement of the Agreement, the Employer shall elect to, and grant to Employee, One (1) Seat on the Employer’s Board of Directors to represent the interests of the shareholders. The  term for the seat on the Board shall be for a  period of  One  (1) Year.

(a)    Annual Base Salary. Employer shall pay to Employee a base salary at an annual rate of $156,000 ("Base Salary") per year during the first year, and the same amount or more during each subsequent year. Such Base Salary to be payable in accordance with Employer’s customary payroll practices as in effect from time to time  and be payable in equal semi-monthly installments throughout the year. The annual Base Salary will be reviewed at least annually and / or more often from time to time as determined by the Board of Directors, (or the Compensation Committee of such Board), for merit or other increases and any increase in Employee's annual Base Salary rate shall thereafter constitute "Base Salary" for purposes of this Agreement. This review for merit or other increases shall occur three months prior to the end of each year for the express purpose of considering additional increments to Employee’s Base Salary. In addition to the merit or other increases, a minimum eight (8%) annual cost-of-living allowance increase to the annual Base Salary will be provided to Employee.

           (b) Signing Bonus. Employee shall receive a Twenty Five Thousand Dollars ($25,000) non-refundable signing bonus at the start of Employee’s employment. The signing bonus will be paid from the Employer’s Investor Relations “department” budget, pending the raising of capital. Employer may also elect to pay the Signing Bonus from the sale of Employer’s free and tradable outstanding shares of common stock in accordance with applicable state and federal securities law, or other means.

            (c)    Cash Bonus - Incentive Compensation. In addition to the Base Salary provided for in Section 3(a) above, Employee shall be entitled depending upon mutually agreeable performance targets, a monthly bonus for each month in which Employer meets or exceeds performance targets. Bonus targets for each month or fiscal year shall be set by the Board of Directors of Employer.  Such bonuses shall be payable quarterly.  The Bonus shall be paid from Employer’s Investor Relations department, (“the Department”), which is exclusively devoted for the purpose of Investor Relations, Corporate Finance and related Marketing. The Employer has allocated to the “department” as its budget, Thirty Five Percent (35%) of the gross funds or revenues obtained by the Employer through investment capital. The bonus shall be Fifty Percent (50%) of the “net operating budget” of the “department” for efficiently and profitably managing the “Department”. “Net operating budget” shall be calculated as the gross “Budget” minus all direct “Department”  expenditures, (those exclusively  generated in connection with the investor relations department), for investor relations overhead,  marketing, legal, accounting, operations, department employees payroll.

(d)    Equity Incentive – Stock Grants. Employer shall grant and issue  to Employee (at no cost), an equity ownership position of Ten Percent (10%) of Employer’s outstanding shares of company stock, and the Agreement for the grant of the  stock  shall include anti-dilution provisions for stock splits. The stock shares granted to the Employee shall be non-refundable and irrevocable, and transferred to the Employee’s tax deferred retirement account. The vesting of the equity / stock certificates shall be as directed by the Employee. The share certificates shall be issued within Three (3) Days of the execution of this Agreement.

            (e)   Debt Financing.   Employee shall receive Five Percent (5%) of the net amount actually received by Employer of all debt financing obtained by Employee on behalf of Employer.

           (f)    Retirement and Benefit Plans. During his employment, Employee shall be entitled to participate in and Employer agrees to provide all retirement and benefit plans at no cost to Employee including: retirement plans with immediate and full (100%) vesting; Comprehensive health and major medical health insurance for Employee and his family; Comprehensive dental insurance for Employee and his family; Comprehensive vision insurance for Employee and his family; Comprehensive life insurance; Travel accident insurance; Disability insurance; Liability insurance and other similar employee welfare benefit arrangements including equity-based incentive plans as described in 3(c) above available as an executive Employee of Employer. There shall be no payroll deduction as a condition of coverage in the health and major medical plans, dental plans and vision plans. Any fees, premiums, or pay-outs will come solely from the Investor Relations Department budget subject to availability of funds.

(g)    Paid Time Off. Employee shall be entitled to paid time off in addition to holiday and sick time, of not less than eight (8) weeks of paid vacation per year and any unused portion will be carry-forward to subsequent years but not to exceed eight (8) weeks in any given year.

(h)    Indemnification Liability/Insurance. Employee shall be entitled to indemnification and defense by Employer to the fullest extent permitted by applicable law and the charter and bylaws of Employer. Employer shall indemnify, defend, and hold Employee harmless from and against any liability, damages, costs, or expenses (including attorney’s fees) in connection with any claim, cause of action, investigation, litigation, or proceeding involving him by reason of his having been an officer, director, employee, or agent of Employer. Employer also agrees to maintain adequate directors and officer’s liability insurance for the benefit of Employee and Employee shall be covered by such insurance. Any fees, premiums, or pay-outs will come solely from the Investor Relations Department budget subject to availability of funds.

(i)    Taxes. All compensation payable to Employee shall be subject to appropriate withholding for all applicable federal, state and local income taxes, occupational taxes, Social Security and similar mandatory withholdings.

(j) The Employer has allocated to the Investor Relations Department as its budget, Thirty Five Percent (35%) of the gross funds raised by department Employee’s for the Employer through investment capital. All of the above compensation, and  expenditures, (those exclusively generated in connection with the investor relations department), for investor relations overhead, marketing, legal, accounting, operations, and employees payroll, (with the exception of 3(b), 3(d), 3(e) and 3(f) above), shall be paid and deducted from the funds allocated to the Investors Relations department budget.

Section 4:    Travel, Housing and Relocation. Employer will reimburse Employee for all reasonable expenses incurred by Employee if Employee is required by Employer to   relocate his principal residence, family and goods to another city or state on behalf of the Employer. Employer will reimburse Employee’s expenses to temporarily relocate him while Employee is in the process of selling his primary place of residence. Employer will provide temporary housing expenses for Employee and his family until his primary place of residence is sold.  Employer will reimburse Employee's expenses to move his primary residence provided that reimbursable expenses will be limited to house hunting trips, actual moving expenses, temporary housing expenses and any real estate expenses that Employee incurs in connection with the purchase or sale of any real property. Employer will provide all up-front expenses for a moving company to move Employee and his family to include but not limited to, all household and related items, automobiles, appliances, etc. Until such relocation of his primary residence is completed, Employee shall be entitled to his Base Salary, benefits and reimbursement for travel and housing expenses incurred by him in connection with his performance of services pursuant to this Agreement. If after Employee’s termination of employment, Employee gives Employer written notice that he desires to relocate within the continental United States, Employer will reimburse Employee for relocation expenses in connection with such relocation.  Any reimbursement will come solely from Investor Relations Department budget subject to availability of funds except for reimbursement for extraneous duties.

Section 5:     Termination. Employer may, at any time in its sole discretion, terminate Employee of Employer; provided, however, that Employer shall provide Employee with at least sixty (60) business days prior written notice of such termination and shall make the payments associated with such termination in accordance with Section 6.

(a)    Termination by Employer for "Good Cause." Employer may at any time, by written notice to Employee at least Sixty (60) business days prior to the date of termination specified in such notice and specifying the acts or omissions believed to constitute Good Cause (as defined below), terminate Employee as an officer and employee for Good Cause. Employer may relieve Employee of his duties and responsibilities pending a final determination of whether Good Cause exists, and such action shall not constitute Good Reason (as defined below) for purposes of this Agreement. Payment to Employe