JOINT VENTURE AGREEMENT

                                                                     EXHIBIT 2.1

                             JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (the "Agreement") made and entered into this 16th
day of December, 2006 (the "Execution Date")

BETWEEN

                           A4 BAR CATTLE COMPANY LTD.,
              a company incorporated under with the laws of Alberta

                                                               OF THE FIRST PART
                                      and

                           HYBRID FUELS (CANADA) INC.,
            a company incorporated under the laws of British Columbia

                                                              OF THE SECOND PART

           (individually the "Member" and collectively the "Members").

WHEREAS:

A.   WHEREAS Agokan Developments Incorporated ("Agokan"), a company incorporated
     pursuant to the laws of the Province of Alberta, has been negotiating on
     behalf of the A4 Bar Cattle Company Ltd. ("A4") and Hybrid Fuels (Canada)
     Inc. ("HFC") towards establishing a Joint Venture between the two above
     named Companies and it is recognized and accepted that Agokan will continue
     to act in professional and technical support.

B.   WHEREAS it is understood that all contractual arrangements, negotiations
     and agreements in all future First Nations dealings are the responsibility
     of Agokan/A4.

C.   WHEREAS Agokan and A4 agree to negotiating the financing of development and
     establishment of the Siksika A4 Bar Farm Operations Project pilot
     facilities (the "Project") for the Joint Venture between A4 Bar and HFC.

D.   WHEREAS Agokan and A4 agree to undertake negotiations for the financing of
     construction, allocation, and operation of properties on other First Nation
     lands in Canada and the United States of America.

E.   WHEREAS HFC have developed and hold proprietary rights, Trade Marks and/or
     Patents on various mechanical devices, techniques and procedures which form
     and become an essential part of the Joint Venture for commercial
     development on First Nation Lands to the benefit of the Joint Venture.

F.   WHEREAS A4, a multi-disciplinary team of professionals with solid corporate
     expertise combined with years of hands-on technical and management
     experience with various First Nations, Canadian and American companies,


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     will assume the responsibility that the Joint Venture will be operated at
     all times in full compliance with all applicable laws of the First Nation,
     and will provide or arrange for rights of ingress and egress at all times
     to the Joint Venture properties by anyone legally entitled to such rights.

G.   WHEREAS it is understood by both parties that One Unit will be comprised of
     twenty complete farm operations with barn capacity of 400 head per bar and
     one packing plant. It is also understood and agreed that out of necessity
     A4 will be the designee/operator for purposes of implementing the Joint
     Venture agreement as a Siksika Pilot Project. It is also understood that
     the Siksika Pilot Project will lead to the establishment of other Farm
     Operations on other First Nations Lands with local designee/operators and
     that A4 alone holds the right of choice and selection for all such
     operations.

H.   WHEREAS it is understood and agreed First Nations may open and operate
     retail butcher shops where desired and will be owned exclusively by First
     Nations, and these butcher shops will be guaranteed rights of "first
     supply" should there be shortages.

I.   WHEREAS it is one of the intentions of the Joint Venture that provisions
     will be made for a human resources strategy for the training and employment
     of skilled persons. The only caveat being that all A4 employees must be
     aptly qualified for such employment under A4 Farm Operations. A4 Bar will
     coordinate education and training programs with educational establishments,
     or any other post-secondary educational institution, so as to ensure that
     those employees wanting to be educated and trained in the fields relating
     to Projects mentioned can do so;

J.   WHEREAS the Parties wish to enter into an association of mutual benefit and
     agree to jointly invest and set up a joint venture enterprise;

IN CONSIDERATION OF and as a condition of the Members entering into this
Agreement and other valuable consideration, the receipt and sufficiency of which
consideration is acknowledged, the parties to this Agreement agree as follows:

Formation
---------

1.   By this Agreement the Members enter into a joint venture (the "Venture") in
     accordance with the laws of the Province of Alberta. The rights and
     obligations of the Members will be as stated in the applicable legislation
     of the Province of Alberta except as otherwise provided here.

Name
----

2.   The business name of the Venture will be Siksika A4 Bar Farm Operations
     Project.


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Purpose
-------

3.   The purpose of the Venture is to provide for the construction and operation
     of two barns to be built on lands within the Siksika Nation occupied by
     Allan Wolfleg, a member of the Siksika Nation, and which shall house a
     cattle operation operated by A4 Bar Farm Operations. The Venture will see
     the construction of the two barns to demonstrate and prove the practicality
     of both the "EcoSolve System" and the "Hybrid System" and their worth as an
     Indian reserve-based operation.

     The proposed operations are designed and expected to produce weight gains
     of approximately 4 pounds daily per animal, each bar is to produce
     approximately 1650 litres of wet ethanol per day and operate turbine
     generators having an approximate 1 megawatt yield. Each barn will hold
     approximately 400 head and have an internal hydroponic green barley grass
     growing system designed to produce a ration of approximately 12 pounds
     daily per head.

     A4 will finish 400 head in each barn every cycle of approximately 4 months
     and will be housed in atmospheric controlled barns equipped with fly
     control devices and fed a diet of distillers dried grains and brewers mash.
     A packing house is planned to be built less than 25 miles from the barns to
     prevent any shipping stress.

     The proposed Siksika A4 Bar Farm Operations will provide innovative
     alternative approaches to economic and community development on First
     Nation lands. If the proposed operations prove to be profitable, the
     Members plans to expand future operations with other First Nations shall be
     governed by this Agreement. It is intended to facilitate and assist First
     Nations to achieve economic self-sufficiency and independence and
     accommodate First Nation realities within a framework of First Nation
     philosophies and principles.

Term
----

4.   The Venture will begin on December 16th, 2006 and will continue to be in
     full force until terminated as provided by this Agreement.

Place of Business
-----------------

5.   The principal office and legal address of the business of the Venture will
     be located at SW 1/420-22-23 W4M, P.O. Box 1459, Siksika, Alberta, TOJ 3W0
     or such other place as the Members may from time to time designate.

Business Management
-------------------

6.   The Venture will be directed, controlled and managed by a management
     committee (the "Management Committee"). Within the limits of the Purpose of
     the Venture and the terms of this Agreement, the Management Committee will
     have full authority to bind the Members in all matters relating to the
     direction, control and management of the Venture.


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     Authority to bind the Venture in contract or in any third party business
     relationship lies exclusively with the Management Committee, or its
     delegate.

7.   Each Member will have a vote in the Management Committee as defined in the
     Voting section of this Agreement. The Management Committee will consist of
     two representatives (the "Representatives") on behalf of A4, and one
     representative on behalf of HFC. Each Representative will have the
     authority to bind their respective Member in decisions relating to the
     Venture. Each Member may replace a Representative or appoint a temporary
     alternate at its own discretion on reasonable notice to the remaining
     Members.

8.   All actions and decisions respecting the appointment of an accounting firm
     for the Venture require the consent and agreement of a majority of the
     Management Committee.

9.   A General Manager may be appointed where necessary or desirable. Duties of
     the General Manager will be determined by the Management Committee.

Capital Contributions
---------------------

10.  Each of the Members has contributed to the capital of the Venture, in cash
     or property in agreed upon value, as follows (the "Capital Contribution"):

         Member                  Contribution Description        Agreed Value
--------------------------------------------------------------------------------
A4 Bar Cattle Company Ltd     Land, cattle, construction and   $9,000,000.00 CAD
                              operation of facility
--------------------------------------------------------------------------------
Hybrid Fuels (Canada) Inc.    Proprietary Technology           $9,000,000.00 CAD
--------------------------------------------------------------------------------

11.  Each Member will contribute its respective capital contributions fully and
     on time according to the following schedule:


         Member                             Contribution Schedule
--------------------------------------------------------------------------------
A4 Bar Cattle Company Ltd          The construction of two barns on land
                                   occupied by A4 shall be started in the spring
                                   of 2007. A4 will use its best efforts to have
                                   the barns populated by cattle by the summer
                                   of 2007.
--------------------------------------------------------------------------------
Hybrid Fuels (Canada) Inc.         HFC shall deliver to A4 an agreement to
                                   provide proprietary technology by the spring
                                   of 2007.
--------------------------------------------------------------------------------

Duties of Members
-----------------

12.  Each Member will be responsible for its respective duties as follows:


         Member                                Duties Description
--------------------------------------------------------------------------------

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A4 Bar Cattle Company Ltd          A4 shall be obligated to finance, and build
                                   two barns on the Siksika Nation, and to
                                   populate the barns with cattle. A4 shall
                                   operate the project on a day to day basis,
                                   including use of the EcoSolve Systems
--------------------------------------------------------------------------------
Hybrid Fuels (Canada) Inc.         HFC shall provide proprietary technology,
                                   including the Hybrid System.
--------------------------------------------------------------------------------

13.  Duties of Members may be amended, from time to time, by decision of the
     Management Committee, provided that the Members' interests are not affected
     except with the unanimous consent of the Members.

Excise Canada
-------------

14.  It is understood and agreed by all parties that HFC's participation is
     constrained always by regulations made from time to time by Excise Canada
     (which controls all aspects of rights of distillation and ownership of
     equipment and paraphernalia pertaining to alcohol production) and/or its'
     equivalent Agency in the United States.

15.  No changes to ownership and operation of any individual plant may be made
     absent compliance with regulations of Excise Canada affecting alcohol
     production.

Proprietary Technology
----------------------

16.  The parties agree that the proprietary technology is pivotal to the success
     of the entire integrated operation and that the physical assets are
     incidental to the proprietary technology.

Withdrawal of Capital
---------------------

17.  No Member will have the right to demand or withdraw any portion of their
     capital contribution without the express written consent of the remaining
     Members.

18.  The Members will not be personally liable for the return of all or part of
     the capital contributions of a Member, except as otherwise provided in this
     Agreement.

Additional Capital
------------------

19.  Capital Contributions may be amended from time to time, according to the
     requirements of the Joint Venture, by decision of the Management Committee,
     provided that the Members' Interests are not affected, except with the
     unanimous consent of the Members.

20.  Any advance of money to the Venture by any Member in excess of the amounts
     provided for in this Agreement or subsequently agreed to as an Additional
     Capital Contribution will be deemed a debt due from the Venture rather than
     an increase in Capital Contribution of the Member. This liability will be
     repaid with interest at such rates and times to be determined by a majority
     of the Members. This liability will not entitle the lending Member to a
     greater voting power. Such debts may have preference or priority over any


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     other payments to Members as may be determined by a majority of the
     Members.

Capital Accounts
----------------

21.  An individual capital account will be maintained for each Member and their
     initial Capital Contribution will be credited to this account. Any
     additional, approved contributions to the Venture's capital made by a
     Member will be credited to that Member's individual Capital Account.

Interest on Capital
-------------------

22.  No borrowing charge or loan interest will be due or payable to any Member
     on any Capital Contribution or on their Capital Account despite any
     disproportion that may from time to time arise among the Capital Accounts