Letter of Intent

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Able NY is an operating Company which is a retail distributor of home heating oil in New York State. ABF is desirous to selling 100% of its issued and outstanding shares of Able NY and GSPN is desirous of purchasing all the issued and outstanding shares of Able NY.

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GSPN recognizes the potential opportunity that once the acquisition of Able NY is completed, the newly acquired entity along with adequate funding will be able to expand its operations through acquisitions, organic growth and integration of distributors in contiguous and new markets.

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Further, as part of a public company, additional acquisitions are contemplated to be negotiated with a combination of the issuance of common shares and convertible notes. The key being the issuance of common shares and the conservation of Company cash.

1.  

In order to proceed to a definitive Purchase Agreement, the Parties recognize that Able NY has a June 30 year end and has audited financial statements through June 30, 2008. In order for GSPN to proceed with the acquisition, Able NY has agreed to complete its audit through June 30, 2010.

2.  

During this pre-audit period, both GSPN and Able NY will commence their respective due diligence on each Party in order to be able to arrive at a valuation and purchase price by the time the Able NY audit is completed.

3.  

Also during the due diligence period, the Parties will evaluate the business plan of Able NY as to its expansion plans including cash requirements which will be a factor in determining the final valuation in order to conclude a definitive Purchase Agreement.

5.  

In connection with the proposed Acquisition, GSPN shall afford ABF and its representatives full and complete access to all books, records, contracts, facilities and personnel of GSPN, so that ABF may conduct its due diligence investigation of GSPN. GSPN agrees to provide access to any information in its possession or within its control which contains information generated by or on behalf of it relative to the financial, operational and/or regulatory condition (present, past or prospective) of GSPN.

6.  

In connection with the proposed Acquisition, ABF shall afford GSPN and its representatives full and complete access to all books, records, contracts, facilities and personnel of Able NY, so that GSPN may conduct its due diligence investigation of Able NY. ABF agrees to provide access to any information in its possession or the possession of Able NY or within its control or the control of Able NY which contains information generated by or on behalf of it or Able NY relative to the financial, operational and/or regulatory condition (present, past or prospective) of Able NY.

7.  

Each of ABF, GSPN and Able NY agree that materials disclosed to the other party hereunder to evaluate various aspects of the Acquisition may contain proprietary confidential information and trade secrets, and that the disclosure and unauthorized use of such information could cause irreparable injury. The Parties agree that all such information and materials shall be used and disclosed only to the limited extent necessary for the Parties hereto (and their professional advisors) to evaluate the Acquisition as described herein. All extracts, digests and copies of such information shall be maintained under strict control by the recipients. Upon termination of the negotiations by the Parties, no party (or advisor to such party) shall make any further use of such information and materials, and all material previously obtained (together with all copies, abst racts, digests and analyses thereof) shall be returned to the party providing such information.