EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this " Agreement "), dated effective as of January 2, 2009 (the " Effective Date "), by and between Universal Bioenergy Inc., a corporation organized and existing under the laws of the Nevada whose principal office is located at 128 Biodiesel Drive, Nettleton, MS 38858 (the " Company "), and James Michael Ator, an individual residing at 32 Karas Trail, Palm Coast, FL 32164 (the " Executive ").

WHEREAS , the Company wishes to employ the Executive upon the terms and subject to the conditions set forth herein, and the Executive desires to enter into this Agreement and accept such employment, upon such terms and conditions;

NOW, THEREFORE , in consideration of the mutual covenants and promises contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows:

1.            Employment . The Executive shall serve as the Company's Chief Financial Officer, Corporate Treasurer, and member of the Board of Directors for the Company (the “ Board ”). The Executive shall perform the usual and customary functions of a chief financial officer and corporate treasurer in such capacity shall render such services as are usual and customary with and incident to such positions, and other duties as a Director of the Company may from time to time direct provided, however, that such services are not materially inconsistent with the duties described above.

2.            Performance . During the Employment Term, the Executive shall perform and discharge the duties that may be assigned to him by the Board of Directors of the Company from time to time in accordance with this Agreement, and the Executive shall devote his best talents, efforts and abilities to the performance of his duties hereunder. The Company will not preclude the Executive from exercising reasonable execution and devotion of time to the Executive's personal and family investments as long as those efforts do not unduly affect the performance of the Executive's duties to the Company or said investment activities are not in direct competition with the Company's field of interest as defined under Section 7(b) or otherwise in breach of this Agreement.

3.            Employment Term . Unless earlier terminated pursuant to Section 5, the employment term shall begin on January 2, 2009 (the " Effective Date "), and shall continue for a period of one (1) year from such date (the " Initial Term "); provided that such term shall be automatically extended for additional periods of one (1) year commencing on January 1, 2010 and each January 1st, thereafter (such period the " Additional Term ") unless either party shall have given notice to the other party that such party does not desire to extend the term of this Agreement. Any such notice must comply with Section 10 and be given at least forty five (45) days prior to the end of the Initial Term or the Additional Terms, as applicable (the Initial Term and the Additional Term or Terms, if applicable, shall be known collectively as the " Employment Term ").  Notwithstanding anything in this Agreement to the contrary, the Employment Term shall end on the Termination Date as defined in Section 5(g).

4.            Compensation . As compensation for services hereunder and in consideration of the Executive’s other agreements hereunder, during the Employment Term, the Company shall pay the Executive:

(a)            Base Salary .  A base salary, payable in accordance with the customary payroll practices of the Company, subject to withholding and other applicable taxes, at an annual rate of Sixty Thousand Dollars ($60,000) (the " Base Salary ") to be payable by check, stock, or combination thereof with stock being issuable quarterly.

(b)            Signing Bonus . A signing bonus of Restricted Stock equal to One Hundred Thousand Dollars ($100,000) to be calculated on the valuation of the Company’s common shares on the Effective Date. Notwithstanding anything contained herein to the contrary, the Restricted Stock granted herein shall be Restricted and vest on, and be delivered to you promptly following, January 2, 2010 (the " Vesting Date "); provided that you have remained continuously employed by the Company until the Vesting Date. In the event the Agreement is terminated prior to the Vesting Date however, the Company shall grant the Executive a portion of the Restricted Stock to be calculated on a pro-rated basis.

For purposes of this Agreement, Restricted Stock shall mean, that the shares of the Company, and the Executive’s interest therein, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, prior to the lapse of the applicable one (1) year restrictions as set forth in the legend affixed to the Restricted Stock certificates.

(c)            Performance Bonus .   Executive will be eligible to receive a quarterly performance bonus (the " Performance Bonus "), to be determined by the Board of Directors and applicable Compensation Committee, if one exists. The Company agrees to pay Executive any Performance Bonus within thirty (30) days of the end of the Company’s fiscal quarter in which such Performance Bonus was earned.

(d)            Non-Cash Consideration . For purposes of computing any fees payable to Executive hereunder, non-cash consideration shall be valued as follows: (i) publicly traded securities shall be valued at the average of their closing prices (as reported in the Wall Street Journal) for the five trading days prior to the closing of the Transaction and (ii) any other non-cash consideration shall be valued at the fair market value thereof as determined in good faith by the Company.

(e)            Termination .  The employment hereunder of the Executive may be terminated prior to the expiration of the Employment Term in the manner described in this Section 5.

(f)            Termination by the Company for Good Cause .  The Company shall have the right to terminate the employment of the Executive for Good Cause (as such term is defined in Section 5(h)(ii)) by written notice to the Executive specifying the particulars of the circumstances forming the basis for such Good Cause.

(g)            Termination upon Death .  The employment of the Executive hereunder shall terminate immediately upon his death.

(h)            The Company's Options upon Disability .  If the Executive becomes physically or mentally disabled during the Term so that he is unable to perform the services required of him pursuant to this Agreement for a period of 180 successive days or a cumulative 180 days in any twelve-month period (the " Disability Period "), the Company shall have the option, in its discretion, by giving written notice thereof, either to (A) terminate the Executive's employment hereunder pursuant to Section 5(a); or (B) continue the employment of the Executive hereunder upon all the terms and conditions set forth herein.  During the Disability Period the Executive shall continue to receive the compensation and other benefits provided herein net of any payments received under any disability policy or program of which the Executive is a beneficiary or recipient.

(i)            Voluntary Resignation by the Executive .  The Executive shall have the right to voluntarily resign his employment hereunder for other than Good Reason (as such term is defined in Section 5(h)(iv)) by written notice to the Company.

(j)            Termination by the Company Without Good Cause .  The Company shall have the right to terminate the Executive's employment hereunder without Good Cause by written notice to the Executive, but the obligations placed upon the Company in Section 6 will apply.

(k)            Resignation by the Executive for Good Reason .  The Executive shall have the right to terminate his employment for Good Reason by written notice to the Company specifying the particulars of the circumstances forming the basis for such Good Reason.

(l)            Termination Date .  The "Termination Date" is the date as of which the Executive's employment with the Company terminates in accordance with this Agreement.  Any notice of termination given pursuant to the provisions of this Agreement shall specify the Termination Date.

(m)            Certain Definitions .  For purposes of this Agreement, the following terms shall have the following meanings:

(i)           "Person" means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, joint venture, court or government (or political subdivision or agency thereof).

(ii)           "Good Cause" shall exist if the Executive: (i) willfully or repeatedly fails in any material respect to satisfactorily perform his duties and obligations under this Agreement, including without limitation the failure to comply substantially with the reasonable instructions of the Board of Directors, which failure is not cured within (fifteen (15) business days after written notice of such failure is delivered by the Company; (ii) has been convicted of a crime or has entered a plea of guilty or nolo contender with respect thereto; (iii) has committed any act  in connection with his employment with the Company which involves fraud, gross negligence, misappropriation of funds, dishonesty, disloyalty, breach of fiduciary duty or other misconduct injurious to the Company or any other member of the Company Group; (iv) has engaged in any conduct which in the reasonable determination of the Board is likely to adversely affect in any material respect the reputation or public image of the Company or any other member of the Company Group; or (v) breaches in any material respect this Agreement which breach is not cured within fifteen (15) business days after written notice of such failure is delivered by the Company; provided, however, that during any twelve (12) month period, the Company shall only be required to give notice three (3) times in the aggregate for any breaches of clauses (i) or (v) above.

(iii)           "Company Group" shall mean the Company and any parent companies and subsidiaries and other entities under common control.

(iv)           "Good Reason" means the occurrence of any of the following events:

(A)           the assignment to the Executive of any duties inconsistent in any material respect with the Executive's then position (including status, offices, titles and reporting relationships), authority, duties or responsibilities, or any other action or actions by the Company which when taken as a whole results in a significant diminution in the Executive's position, authority, duties or responsibilities, excluding for this purpose any isolated, immaterial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;  or

(B)           a material breach by the Company of one or more provisions of this Agreement, provided that such Good Reason shall not exist unless the Executive shall first have provided the Company with written notice specifying in reasonable detail the factors constituting such material breach and such material breach shall not have been cured by the Company within thirty (30) days after such notice or such longer period as may reasonably be necessary to accomplish the cure but in any event no longer than ninety (90) days;

5.            Obligations of Company on Termination .  Notwithstanding anything in this Agreement to the contrary, the Company's obligations on termination of the Executive's employment shall be as described in this Section 6.

(a)            Obligations of the Company in the Case of Termination Without Good Cause or Resignation by the Executive for Good Reason .  In the event that prior to the expiration of the Employment Term, the Company terminate