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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 19, 2008 (February 18, 2008)

KREIDO BIOFUELS, INC.
(Exact name of registrant as specified in its charter) Nevada (State or other Jurisdiction of Incorporation) 333-130606 (Commission File Number) 20-3240178 (IRS Employer Identification No.)

1070 Flynn Road Camarillo, California (Address of Principal Executive Offices)

93012 (Zip Code)

Registrant’s telephone number, including area code: (805) 389-3499 Not applicable (Former name or former address if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01 Other Events. On February 18, 2009, Kreido Biofuels, Inc. (the “Company”) deposited in the mail to its stockholders of record Notice of an Annual Meeting of Stockholders to be held on March 4, 2009 for the following purposes: (1) to consider and vote on a proposal to approve the Asset Purchase Agreement dated as of January 28, 2009 among Four Rivers BioEnergy, Inc., a Nevada corporation, The Four Rivers BioEnergy Company, Inc., a Kentucky corporation, Kreido Laboratories, a California corporation, and Kreido Biofuels, Inc. and the transactions therein; (2) to elect four directors; (3) to consider and vote to adjourn the meeting, if necessary, to solicit additional proxies if there are insufficient votes at the meeting to approve the Asset Purchase Agreement, and (4) to transact such other business as may properly come before the meeting and any and all adjourned sessions thereof. The Company is furnishing the information in this Current Report on Form 8-K and in Exhibits 99.1 and 99.2 to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits.

(d) Exhibit Number 99.1 99.2

Exhibits (furnished solely for purposes of Item 8.01 of this Form 8-K)

Letter to Stockholders, Notice of Annual Meeting , Proxy Statement and form of Proxy dated February 18, 2009 Asset Purchase Agreement dated as of January 28, 2009 by and among Four Rivers BioEnergy, Inc., The Four Rivers BioEnergy Company, Inc., Kreido Biofuels, Inc. and Kreido Laboratories

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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Information included in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections included in these forward-looking statements will come to pass. The Company’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 19, 2009

KREIDO BIOFUELS, INC. /s/ G.A. Ben Binninger By: Name: G.A. Ben Binninger Its: Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number 99.1 99.2 Exhibit 99.1

Description Letter to Stockholders, Notice of Annual Meeting , Proxy Statement and form of Proxy dated February 18, 2009 Asset Purchase Agreement dated as of January 28, 2009 by and among Four Rivers BioEnergy, Inc., The Four Rivers BioEnergy Company, Inc., Kreido Biofuels, Inc. and Kreido Laboratories

KREIDO BIOFUELS, INC. 1070 Flynn Road Camarillo CA 93012 February 18, 2009 Dear Stockholder: We cordially invite you to attend the annual meeting of stockholders of Kreido Biofuels, Inc. (“Kreido Biofuels”), to be held at 1070 Flynn Road, Camarillo, CA 93012, at 10:00 a.m., Pacific Time, on March 4, 2009. Holders of record of Kreido Biofuels common stock at the close of business on February 6, 2009, will be entitled to vote at the meeting or any adjournment of the meeting. At the meeting, we will ask you to approve an Asset Purchase Agreement, dated as of January 28, 2009, by and among Kreido Biofuels, our subsidiary, Kreido Laboratories (“Kreido Labs” and together with Kreido Biofuels, “Kreido”), Four Rivers BioEnergy Inc., a Nevada corporation (“Four Rivers BioEnergy”), and its subsidiary, The Four Rivers BioEnergy Company, Inc., (together with Four Rivers BioEnergy, “Four Rivers”). If the transaction is completed, Four Rivers will acquire our STT® reactors, STT® technology, modular biodiesel production plant equipment and related assets in return for approximately $2.8 Million in cash, 1,200,000 shares of Four Rivers BioEnergy common stock (including 300,000 shares in escrow solely to cover Kreido warrant exercises), a warrant to purchase an additional 200,000 shares of Four Rivers BioEnergy common stock at $8.00 per share, and the assumption of certain purchase orders (the “Asset Sale”). Four Rivers is a development stage company planning initially to establish an integrated bioenergy and by-products production facility near Calvert City, Kentucky and through development and acquisition build a network of logistically and technologically differentiated, profitable bioenergy plants across the United States and potentially elsewhere. Because Kreido will be continuing as a business enterprise after the closing of the Asset Sale we will also ask you to elect four candidates to our board of directors. Our nominees are current directors Betsy Wood Knapp, G.A. Ben Binninger, David Mandel and David Nazarian. Details of the proposed Asset Sale and the background and the reasons for the Asset Sale, as well as information for you to consider in voting on the election of directors are set forth in our proxy statement, which is available on our website www.kreido.com and on the website for our stockholders meeting, www.transferonline.com/KRBF, which you are urged to read carefully. Our board of directors has determined that each of the Asset Purchase Agreement and the Asset Sale is fair to, and in the best interests of, Kreido Biofuels and our stockholders. Accordingly, our board of directors has approved the Asset Purchase Agreement and declared its advisability, and recommends that you vote “FOR” approval of the Asset Purchase Agreement. You may obtain more information about Kreido Biofuels and Four Rivers from documents filed with the Securities and Exchange Commission. You may obtain more information about the Asset Sale and Four Rivers, including the 2008 Annual Report on Form 10-K of Four Rivers, by visiting our website: www.kreido.com, or the website established for our stockholders meeting www.transferonline.com/KRBF . We will be pleased to furnish copies of any materials on our website to you upon request made to John Philpott, Chief Financial Officer of Kreido Biofuels. His telephone number is 805-389-3499 x232; and his email address is jphilpott@keido.com. Your vote is very important. The Asset Sale cannot be completed unless the Asset Purchase Agreement is approved by the affirmative vote of the holders of a majority of the outstanding shares of Kreido Biofuels’ common stock. If you fail to vote on the Asset Purchase Agreement, the effect will be the same as a vote against the Asset Purchase Agreement and Asset Sale.

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You can vote by mail or on the Internet at www.transferonline.com/proxy, following the instructions on your proxy card. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the stockholders meeting. Whether or not you plan to attend, please return your signed proxy as soon as possible. I personally support the Asset Sale and recommend that you vote to approve the Asset Purchase Agreement. Sincerely, G.A. Ben Binninger Chief Executive Officer Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Asset Sale, passed upon the merits or fairness of the Asset Sale or passed upon the adequacy or accuracy of the disclosure in the Proxy Statement or this document. Any representation to the contrary is a criminal offense. The proxy statement is dated February 18, 2009 and is first being mailed or otherwise made available to stockholders on or about February 18, 2009. YOUR VOTE IS VERY IMPORTANT WHETHER OR NOT YOU PLAN TO ATTEND THE STOCKHOLDERS MEETING IN PERSON, WE STRONGLY ENCOURAGE YOU TO READ THE PROXY STATEMENT CAREFULLY AND THEN SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S) IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR USE THE ELECTRONIC VOTING PROCEDURES BY FOLLOWING THE INSTRUCTIONS IN THE ACCOMPANYING PROXY CARD. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, INCLUDING IF YOU INTEND TO ATTEND AND VOTE AT THE MEETING IN PERSON, YOU MAY DO SO IN THE MANNER SET FORTH IN THE PROXY STATEMENT.

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KREIDO BIOFUELS, INC. 1070 Flynn Road Camarillo CA 93012

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 4, 2009

To Our Stockholders: Notice is hereby given that an Annual Meeting of Stockholders of Kreido Biofuels, Inc., a Nevada corporation (also referred to as “we” or “Kreido Biofuels”), will be held at 1070 Flynn Road, Camarillo, CA 93012, at 10:00 a.m., Pacific Time, on March 4, 2009 for the following purposes: • To consider and vote on a proposal to approve the Asset Purchase Agreement, dated as of January 28, 2009, among Four Rivers BioEnergy Inc., a Nevada corporation, The Four Rivers BioEnergy Company, Inc., a Kentucky corporation, Kreido Laboratories, a California corporation, and Kreido Biofuels and the transactions therein. To elect four directors of Kreido Biofuels. To consider and vote to adjourn the meeting, if necessary, to solicit additional proxies if there are insufficient votes at the meeting to approve the Asset Purchase Agreement. To transact such other business as may properly come before the meeting and any and all adjourned sessions thereof.

• •

Stockholders of record at the close of business on February 6, 2009 are entitled to notice of, and to vote at, the annual meeting and any adjourned sessions thereof. A list of stockholders entitled to vote at the meeting will be open to examination by stockholders at the meeting and during normal business hours from February 18, 2009 to the date of the meeting at 1070 Flynn Road, Camarillo, CA 93012. Your vote is important, regardless of the number of shares of Kreido Biofuels’ common stock you own. The approval of the Asset Purchase Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Kreido Biofuels’ common stock. Even if you plan to attend the meeting in person, we request that you complete, sign, date and return the enclosed proxy or submit your proxy by the Internet before the meeting to ensure that your shares will be represented at the meeting. If you fail to return your proxy card or fail to submit your proxy on the Internet, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the meeting and will have the same effect as a vote against the Asset Purchase Agreement and against adjournment of the meeting, if necessary, to solicit additional proxies. If you are a stockholder of record and do attend the meeting and wish to vote in person, you may withdraw your proxy and vote in person. By order of the Board of Directors: Philip Lichtenberger, Secretary Camarillo, California February 18, 2009

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TABLE OF CONTENTS SUMMARY TERM SHEET The Asset Sale Stockholder Vote Required Our Board of Directors Recommends You Vote “FOR” the Asset Purchase Agreement and thereby the Asset Sale Reasons for the Asset Sale Certain of our Executive Officers Have Financial Interests in the Asset Sale that are Different From Your Interests You Will Not Have Dissenters’ or Appraisal Rights in connection with the Asset Sale The Asset Purchase Agreement The Asset Purchase Agreement May Be Terminated Under Some Circumstances; We may be obligated to pay Four Rivers termination damages The Stockholders Meeting Help in Answering Questions Information about the Companies QUESTIONS AND ANSWERS ABOUT THE STOCKHOLDERS MEETING AND THE PROPOSED ASSET SALE CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION THE COMPANIES THE STOCKHOLDERS MEETING Date, Time, Place and Purpose of the Special Meeting Record Date, Quorum and Voting Power Required Vote Voting by Directors and Executive Officers Proxies; Revocation Expenses of Proxy Solicitation Adjournments THE ASSET SALE Background of the Asset Sale Reasons for the Asset Sale Recommendation of Kreido Biofuels’ Board of Directors Consideration Interests of Current and Former Kreido Biofuels’ Executive Officers in the Asset Sale Accounting Treatment Material U.S. Federal Income Tax Consequences Regulatory Approvals THE ASSET PURCHASE AGREEMENT The Asset Sale 1 1 1 1 1 2 2 2 2 3 4 5

6 8 9 10 10 10 10 11 11 12 12 12 12 13 15 15 15 16 16 16 16 16

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Assets to be Sold The Purchase Price Representations and Warranties Pre-Closing Covenants Conditions to Completion of the Asset Sale Indemnification Termination; Payment of Termination Damages Agreements Relating to Four Rivers Stock ELECTION OF DIRECTORS (PROPOSAL NO. 2) ADJOURNMENT OF THE STOCKHOLDERS MEETING (PROPOSAL NO. 3) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS EXECUTIVE COMPENSATION STOCKHOLDER PROPOSALS; OUTSIDE AUDITOR HOUSEHOLDING OF PROXY STATEMENT WHERE YOU CAN FIND ADDITIONAL INFORMATION

17 18 18 20 22 24 24 25 26 28 28 30 33 41 41 42

ADDITIONAL INFORMATION AVAILABLE ON OUR WEBSITE, THE STOCKHOLDER MEETING WEBSITE AND UPON REQUEST: • • • Asset Purchase Agreement Four Rivers Annual Report on Form 10-K for Fiscal Year ended October 31, 2008 Kreido Biofuels Quarterly Reports on Form 10-Q for Fiscal Quarters ended March 31, 2008, June 30, 2008 and September 30, 2008* Kreido Biofuels Annual Report on Form 10-K for Fiscal Year ended December 31, 2007* Available only on the Kreido Biofuels website and upon request

• *

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SUMMARY TERM SHEET The following summary highlights the material terms of the proposed Asset Sale and other matters relating to our stockholders meeting. More complete information appears elsewhere in this proxy statement. This summary is not a complete statement of all information, facts or materials to be voted on at the Stockholders Meeting. You should read this proxy statement, and the other available materials, including the Asset Purchase Agreement, in their entirety to fully understand the proposal and its consequences to you. The Asset Sale Subject to the terms and conditions of the Asset Purchase Agreement, Four Rivers will acquire substantially all of our assets, particularly our STT® technology, our STT® reactors and our modular biodiesel production plant equipment, in exchange for approximately $2.8 Million in cash, 1,200,000 shares of Four Rivers BioEnergy common stock (including 300,000 shares in escrow solely to cover Kreido Warrant exercises), a warrant to purchase an additional 200,000 shares of Four Rivers BioEnergy common stock at $8.00 per share, and the assumption by Four Rivers of certain purchase orders and an equipment lease of Kreido. Stockholder Vote Required The affirmative vote of the holders of a majority of the shares of Kreido Biofuels’ common stock outstanding as of the close of business on the record date and entitled to vote is required to approve the Asset Purchase Agreement. Approval of the proposal to adjourn the meeting for the purpose of soliciting additional proxies requires the affirmative vote of the majority of the shares present in person or represented by proxy at the stockholders meeting and entitled to vote at the meeting. Our Board of Directors Recommends You Vote “FOR” the Asset Purchase Agreement and thereby the Asset Sale Our board of directors has determined that each of the Asset Purchase Agreement and Asset Sale is fair to, and in the best interests of, Kreido and Kreido Biofuels’ stockholders. Our board of directors recommends that our stockholders vote “FOR” the adoption of the Asset Purchase Agreement and the Transaction. Reasons for the Asset Sale In the course of reaching its decision to approve the Asset Purchase Agreement, declare the advisability of the Asset Purchase Agreement and recommend that our stockholders approve the Asset Purchase Agreement, our board of directors considered a number of factors, including, among others, the following: • The ongoing contraction of the equity and debt markets, particularly as they relate to development stage companies such as Kreido; Our inability to raise the additional capital required to complete the development of our planned biodiesel plant; The deterioration of our cash resources required to carry on our business operations; The challenging current and prospective environment in which we operate, including national and global economic conditions, the competitive environment in the biofuels industry, and the likely effect of those factors on us; Advice from our financial consultant, Breakwater Investments, LLC;

• • •

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The opportunity that Four Rivers offers for utilizing the STT ® technology and related biodiesel plant assets as well as Four Rivers’ available funds, plant site, management team and business strategies and objectives; Our desire to satisfy our financial obligations to our creditors and provide a continuing opportunity for our stockholders, through our holding of Four Rivers BioEnergy stock and warrants, to realize future value from the commercial application of our STT® technology and biodiesel plant assets; and The possibility that the Asset Sale may not be completed, which would divert significant resources and could likely cause Kreido to pursue a liquidation under the protection of the bankruptcy court.

Certain of our Executive Officers Have Financial Interests in the Asset Sale that are Different From Your Interests Philip Lichtenberger, our Chief Operating Officer, and Alan McGrevy, our former Vice President of Engineering may be retained as consultants to Four Rivers. We have agreed to release Phil and Alan from their confidentiality and non-competition obligations to Kreido so that they may become consultants for Four Rivers and apply their knowledge about our technology to help Four Rivers in its commercialization efforts. As provided in their respective agreements with us, we will be paying severance compensation to Phil and Alan, as well as other officers from the proceeds of the Asset Sale. Our board of directors was aware of these interests and considered them, among other matters, when approving the Asset Sale. Kreido Biofuels’ board consists of one director who is also an executive officer, and at the time of the approval of the Asset Sale, five independent directors. You Will Not Have Dissenters’ or Appraisal Rights in connection with the Asset Sale Under the Nevada Revised Statutes (“NRS”), Kreido Biofuels’ stockholders are not entitled to dissenters’ or appraisal rights with respect to the Asset Sale, and Kreido Biofuels will not independently provide its stockholders with any such rights. The Asset Purchase Agreement The Asset Purchase Agreement, dated as of January 28, 2009, contains our representations and warranties to Four Rivers, covenants relating to the conduct of our business prior to consummation of the Asset Sale, consents and approvals required for and conditions to the completion of the Asset Sale and our ability to consider other acquisition proposals. We encourage you to read the Asset Purchase Agreement carefully and in its entirety. The Asset Purchase Agreement May Be Terminated Under Some Circumstances; We may be obligated to pay Four Rivers termination damages We and Four Rivers may mutually agree in writing to terminate the Asset Purchase Agreement at any time without completing the Asset Sale, even after our stockholders approve it. In such case, the parties will each receive fifty percent (50%) of the $250,000 placed in escrow by Four Rivers. Either party may also terminate the Asset Purchase Agreement if the Asset Sale shall not have occurred at or before 11:59 p.m. Chicago Time, on April 1, 2009, unless such party’s failure to fulfill any of its obligations under the Asset Purchase Agreement has been the cause of, or resulted in, the failure of the closing to occur on or prior to such date. If the failure of the closing to occur on or prior to such date is caused by the other party, the terminating party is entitled to the entire $250,000 placed in escrow by Four Rivers.

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In addition, if a party is not in breach of any of its material obligations under the Asset Purchase Agreement, such party may terminate the Asset Purchase Agreement, before the effective time of the Asset Sale, upon a breach of any representation or warranty or violation of covenant by the other party that is not remedied within ten (10) business days after notice of such breach or violation. In such case, the terminating party is entitled to the entire $250,000 placed in escrow by Four Rivers. In the event that (a) Kreido unilaterally terminates the Asset Purchase Agreement as described above and (b) within 360 days of such termination, sells any or all of the assets intended to be sold to Four Rivers to any other party or successor to Kreido’s estate, then Kreido shall pay to Four Rivers the amount of $250,000 in cash in immediately available funds as liquidated damages. The Stockholders Meeting Date, Time and Place. The annual meeting of Kreido Biofuels’ stockholders will begin at 10:00 a.m., Pacific Time, on March 4, 2009. The meeting will be held at 1070 Flynn Road, Camarillo, CA 93012. At the stockholders meeting, Kreido Biofuels’ stockholders will be asked to approve the Asset Purchase Agreement, to elect four directors of Kreido Biofuels, and to adjourn the meeting, if necessary or appropriate, to solicit additional proxies. We are nominating current directors G.A. Ben Binninger, Betsy Wood Knapp, David Mandel and David Nazarian for re-election to the Board. We do not know of any other business or proposals to be considered at the stockholders meeting other than the items described in this proxy statement. If any other business is properly brought before the meeting or any adjournments thereof, the signed proxies received from you and our other stockholders give the proxies the authority to vote on the matter according to their discretion. Record Date, Voting Power. Stockholders who own Kreido Biofuels’ common stock as of the close of business on February 6, 2009, the record date, will be entitled to vote at the stockholders meeting. On that date there were 52,720,992 shares of our common stock outstanding and entitled to vote. Each share is entitled to one vote on each matter properly brought before the meeting. Voting. Kreido Biofuels is offering you three methods of voting: • You may indicate your vote on the enclosed proxy card, sign and date the card and return the card in the enclosed prepaid envelope; You may vote via the Internet by going to www.transferonline.com/proxy and following the instructions on the enclosed proxy card; or You may attend the meeting and vote in person.

All shares entitled to vote and represented by a properly completed and executed proxy received before the meeting and not revoked will be voted at the meeting as you instruct in such proxy. If you do not indicate how your shares should be voted on a matter, the shares represented by your properly completed and executed proxy will be voted as our board of directors recommends, which is “FOR” the approval of the Asset Purchase Agreement. Revocation of Proxies. You can revoke your proxy at any time before it is voted by delivery of a properly completed and executed, later-dated proxy card or Internet vote, or by voting in person by ballot at the stockholders meeting.

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Vote Required. Approval of the Asset Purchase Agreement requires the affirmative vote of stockholders holding a majority of the shares of Kreido Biofuels’ common stock outstanding at the close of business on the record date. Abstentions, votes withheld and broker “non-votes” will have the effect of a vote “AGAINST” the Asset Purchase Agreement and the Asset Sale. A broker “non-vote” occurs when you hold your shares in “street name” through a broker or other nominee and you do not give your broker or nominee instructions on how to vote with respect to the adoption of the Asset Purchase Agreement. Brokers and other nominees do not have discretionary authority to vote on the proposal to adopt the Asset Purchase Agreement, and will not cast votes on that proposal without timely written instructions from the beneficial owners. Election of directors will be by a plurality of the votes cast at the stockholders meeting. Approval of the proposal to adjourn the special meeting for the purpose of soliciting additional proxies requires the affirmative vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote at the meeting. Abstentions will have the effect of a vote “AGAINST” this proposal. Broker non-votes will have no effect on this proposal because the underlying shares would not be considered present and entitled to vote (due to the lack of beneficial owner instructions). Shares Owned by Our Directors and Executive Officers. On the record date, Kreido Biofuels’ directors and executive officers beneficially owned 21,408,626 shares of common stock, which represented approximately 40.6% of the shares of common stock outstanding on that date. These numbers do not give effect to outstanding stock options, which are not entitled to vote at the special meeting. As required by the Asset Purchase Agreement, each Executive Officer and Director of Kreido Biofuels and certain of their affiliates and associates have executed and delivered irrevocable proxies that will be voted FOR the approval of the Asset Purchase Agreement. Solicitation of Proxies and Expenses. Kreido Biofuels is paying the costs of soliciting proxies. We have also made arrangements with brokerage houses and other custodians, nominees and fiduciaries of shares to send proxy materials to Kreido Biofuels’ stockholders of record as of February 6, 2009. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock as of the record date. Certain of our officers and directors may solicit the submission of proxies authorizing the voting of shares in accordance with Kreido Biofuels’ board of directors’ recommendations, but no additional remuneration will be paid by us for the solicitation of proxies by our officers and directors. Adjournment of Meeting. We may adjourn the special meeting if necessary to ensure that any required supplement or amendment to the proxy statement is provided to our stockholders or, if as of the time for which the stockholders meeting is originally scheduled, there are insufficient shares of our common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the meeting or to obtain stockholder approval of the proposal to adopt the Asset Purchase Agreement. Help in Answering Questions If you have questions about the stockholders meeting or the Asset Sale after reading this document, you may contact us: • By mail addressed to: Ben Binninger or John Philpott Kreido Biofuels, Inc. 1070 Flynn Road Camarillo, CA 93012 • • By calling (805) 389-3499; or By visiting our Web site at www.kreido.com.

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Information about the Companies Kreido Biofuels, Inc. 1070 Flynn Road Camarillo, CA 93012 Telephone: (805) 389-3499 Kreido Biofuels, Inc. developed the STT ® system, a proprietary process intensification technology that offers a complete modular biodiesel production system. The STT® system is designed to improve production efficiency and flexibility while using less equipment and infrastructure. Before suspending our active operations in July, 2008, we were developing a biodiesel production plant for construction in Wilmington, North Carolina and planned to develop additional biodiesel production plants in the U.S. and license our STT ® reactor technology internationally and in a select few cases to third-party biodiesel producers in the U.S. Four Rivers BioEnergy Inc. 1367 Shar-Cal Road P.O. Box 1056 Calvert City, Kentucky 42029 Telephone: (270) 395-3687 As discussed more fully in its Annual Report on Form 10-K for fiscal year ended October 31, 2008, Four Rivers is a development stage company with a business plan to build, through acquisition, expansion, improvement, consolidation and green field development, as appropriate, a network of logistically and technologically differentiated, profitable bioenergy plants across the United States and potentially elsewhere. The two principal elements of its strategy are: • To build a state of the art, multi-product, integrated bioenergy facility on its approximately 437 acre site located on the Tennessee River approximately 12 miles upriver of Paducah, near Calvert City, Marshall County, Kentucky. This is expected to be completed in a number of phases, and is currently planned to include biodiesel, bio-ethanol and their coproducts together with renewable power generation and integration of these facilities with an infrastructure development to facilitate optimum logistics capability. To selectively acquire existing bioenergy assets and to improve, expand and consolidate them into its planned network of assets, applying new technologies and its operational know-how and expertise. The assets will be selected based upon strict criteria to meet the strategic objectives of Four Rivers and to service the markets across the USA and elsewhere.

Four Rivers is run by a dedicated team experienced in the construction, operation and trading risk management of biofuel and petrochemical plants. Four Rivers plans to commercialize the STT ® technology for the production of bio-diesel and other byproducts. Four Rivers has advised us that it plans to relocate the acquired Kreido biodiesel production plant equipment to Calvert City, Kentucky. We have included a copy of the Four Rivers Annual Report on Form 10-K for fiscal year ended October 31, 2008 on our website at www.Kreido.com, and on the website for our stockholders meeting at www.transferonline.com/KRBF. We encourage stockholders to review that report for an understanding of Four Rivers’ business plan and strategy, financial condition, liquidity and capital resources, future capital requirements, properties, management, and the risk factors relating to its business and stock. More information about Four Rivers and its periodic reports can be accessed on the website of the Securities & Exchange Commission at www.sec.gov and on the website of Four Rivers at www.Riv4ers.com. We will provide any of our stockholders with a printed copy of Four Rivers’ Annual Report on Form 10-K for fiscal year ended October 31, 2008 upon request to Kreido’s address above.

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QUESTIONS AND ANSWERS ABOUT THE STOCKHOLDERS MEETING AND THE PROPOSED ASSET SALE The following discussion addresses briefly some questions you may have regarding the stockholders meeting and the proposed Asset Sale. These questions and answers do not, and are not intended to, address all questions that may be important to you as a stockholder of Kreido Biofuels. Please refer to the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement. Q: A: Q: A: What is the purpose of the Stockholders Meeting? At the meeting, stockholders will act upon the approval of the Asset Purchase Agreement and the election of directors. Who may vote? Kreido Biofuels has one class of voting shares outstanding, common stock. Stockholders of record at the close of business on the record date, February 6, 2009, are entitled to receive notice of the stockholders meeting and to vote the shares of common stock that they held on the record date, at the meeting, or any postponement or adjournment of the meeting. As of the close of business on the record date, 52,720,992 shares were issued and outstanding and entitled to vote. How many votes do I have? Each share of Kreido Biofuels’ common stock that you own entitles you to one vote on each matter to be voted on at the stockholders meeting. What vote is required? A quorum of stockholders is necessary to hold a valid stockholders meeting. The presence in person or by proxy at the meeting of holders of shares representing a majority of the votes of the common stock entitled to vote constitutes a quorum. Abstentions and broker “non-votes” are counted as present for establishing a quorum. A broker “non-vote” occurs on an item when a broker is not permitted to vote on that item absent instruction from the beneficial owner of the shares and no instruction is given. Approval of the Asset Purchase Agreement requires the approval of the holders of a majority of outstanding stock entitled to vote. Directors will be elected by a plurality of the shares voted in the election of directors. Q: A: How do I vote my shares? Whether or not you plan to attend the stockholders meeting, we urge you to vote. You may vote by mailing your signed proxy card in the postage-paid envelope provided. You can vote on the Internet at www.transferonline.com/proxy, following the instructions on your proxy card. Returning the proxy card by mail or voting on the Internet will not affect your right to attend the meeting and change your vote, if desired. If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Voting instructions are included on your proxy card. If you properly fill in your proxy card and send it to us in time to vote, one of the individuals named on your proxy card (your “proxy”) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will follow the board of directors’ recommendations and vote your shares “FOR” the proposal to approve the Asset Purchase Agreement.

Q: A:

Q: A:

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May I revoke my proxy? You may revoke your proxy at any time before it is exercised at the stockholders meeting by any one of the following three ways: • • • sending in another signed proxy card with a later date; notifying our Corporate Secretary in writing before the special meeting that you have revoked your proxy; or attending the meeting and voting in person. Please note that merely attending the meeting will NOT revoke your proxy.

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Can I still vote in person if I have already granted my proxy? All stockholders as of the record date, or their duly appointed proxies, may attend the stockholders meeting. If you intend to vote in person, we will give you a ballot at the meeting. If your shares are held in the name of your broker, bank or other nominee, you must bring a proxy issued in your name from your broker, bank or other nominee indicating that you were the beneficial owner of the shares on the record date. What will happen if the Asset Sale is not approved? If the Asset Sale is not approved, Kreido Biofuels’ board of directors, along with management, will reassess our options in light of our decision to wind-down our business and could in all likelihood pursue an orderly liquidation of assets under the protection of a bankruptcy court. Can I still sell my shares of Kreido Biofuels’ common stock? Yes. We expect that Kreido Biofuels’ common stock will continue to be listed on the OTC Bulletin Board or “pink sheets” prior to and upon consummation of the Asset Sale. Will any of the proceeds from the Asset Sale be distributed to me as a stockholder? No. None of the proceeds from the Asset Sale will be distributed to the stockholders. We intend to use the net proceeds of the Asset Sale to satisfy our liabilities to creditors. Will the shares of Four Rivers BioEnergy stock issued to Kreido Biofuels be distributed to the stockholders? Kreido Biofuels has agreed to hold the Four Rivers BioEnergy stock issued to it for at least 360 days. At that time, our Board of Directors will decide whether to sell or distribute the Four Rivers BioEnergy stock.

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What are Kreido’s plans after the Asset Sale? Our current intent is to identify a business other than investing, owning, trading and holding securities that we can engage in within the year after closing of the Asset Sale. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

Certain statements contained in this proxy statement, including the completion and timing of the Asset Sale, any other statements regarding Kreido Biofuels’ or Four Rivers’ future expectations, beliefs, goals or prospects, and any statements that are not statements of historical facts, might be considered forward-looking statements. While these forward-looking statements represent our management’s current judgment of future events, they are subject to risks and uncertainties that could cause actual results to differ materially from those stated in the forward-looking statements. Important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements include: (i) the parties’ ability to consummate the transaction; (ii) the conditions to the completion of the transaction may not be satisfied, on the terms expected or on the anticipated schedule; and (iii) the parties’ ability to meet expectations regarding the timing and completion of the transaction. Kreido Biofuels assumes no obligation to update or revise any forward-looking statement in this proxy statement, and such forward-looking statements speak only as of the date of this proxy statement.

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THE COMPANIES Kreido Biofuels, Inc. 1070 Flynn Road Camarillo, CA 93012 Telephone: (805) 389-3499 Kreido Biofuels, Inc. developed the STT ® system, a proprietary process intensification technology that offers a complete modular biodiesel production system. The STT® system is designed to improve production efficiency and flexibility while using less equipment and infrastructure. Before suspending our active operations in July, 2008, we were developing a biodiesel production plant for construction in Wilmington, North Carolina and planned to develop additional biodiesel production plants in the U.S. and license our STT ® reactor technology internationally and in a select few cases to third-party biodiesel producers in the U.S. After closing the Asset Sale, our primary assets will be the shares of Four Rivers BioEnergy common stock and common stock purchase warrant, which are to be held for a 360 days lock-up period. At the end of that period we will decide whether to sell or distribute the Four Rivers BioEnergy stock. Our current intention is to identify a business other than investing, owning, trading and holding securities that we can engage in within the year after closing the Asset Sale. Four Rivers BioEnergy Inc. 1637 Shar-Cal Road P.O. Box 1056 Calvert City, Kentucky 42029 Telephone: (270) 395-3687 As discussed more fully in its Annual Report on Form 10-K for fiscal year ended October 31, 2008, Four Rivers is a development stage company with a business plan to build, through acquisition, expansion, improvement, consolidation and green field development, as appropriate, a network of logistically and technologically differentiated, profitable bioenergy plants across the United States and potentially elsewhere. The two principal elements of its strategy are: • To build a state of the art, multi-product, integrated bioenergy facility on its approximately 437 acre site located on the Tennessee River approximately 12 miles upriver of Paducah, near Calvert City, Marshall County, Kentucky. This is expected to be completed in a number of phases, and is currently planned to include biodiesel, bio-ethanol and their coproducts together with renewable power generation and integration of these facilities with an infrastructure development to facilitate optimum logistics capability. To selectively acquire existing bioenergy assets and to improve, expand and consolidate them into its planned network of assets, applying new technologies and its operational know-how and expertise. The assets will be selected based upon strict criteria to meet the strategic objectives of Four Rivers and to service the markets across the USA and elsewhere.

Four Rivers is run by a dedicated team experienced in the construction, operation and trading risk management of biofuel and petrochemical plants. Four Rivers plans to commercialize the STT ® technology for the production of bio-diesel and other byproducts. Four Rivers has advised us that it plans to relocate the acquired Kreido biodiesel production plant equipment to Calvert City, Kentucky.

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We have included a copy of the Four Rivers Annual Report on Form 10-K for fiscal year ended October 31, 2008 on our website at www.Kreido.com, and on the website for our stockholders meeting at www.transferonline.com/KRBF. We encourage stockholders to review that report for an understanding of Four Rivers’ business plan and strategy, financial condition, liquidity and capital resources, future capital requirements, properties, management, and the risk factors relating to its business and stock. More information about Four Rivers and its periodic reports can be accessed on the website of the Securities & Exchange Commission at www.sec.gov and on the website of Four Rivers at www.Riv4ers.com. We will provide any of our stockholders with a printed copy of Four Rivers’ Annual Report on Form 10-K for fiscal year ended October 31, 2008 upon request to Kreido’s address above. THE STOCKHOLDERS MEETING Date, Time, Place and Purpose of the Meeting This proxy statement is being furnished to Kreido Biofuels’ stockholders as part of the solicitation of proxies by the board of directors for use at the annual meeting to be held on March 4, 2009, starting at 10:00 a.m. Pacific Time, at 1070 Flynn Road, Camarillo, CA 93012. The purpose of the meeting is for Kreido Biofuels’ stockholders to consider and vote upon proposals to approve the Asset Purchase Agreement and the transactions therein, to elect four directors of Kreido Biofuels, and to adjourn the meeting, if necessary or appropriate, to solicit additional proxies, and to transact such other business as may properly come before the meeting and any and all adjourned sessions thereof. This proxy statement, the notice of the stockholders meeting and the enclosed form of proxy are first being mailed to Kreido Biofuels’ stockholders on or about February 18, 2009. Record Date, Quorum and Voting Power The holders of record of Kreido Biofuels’ common stock at the close of business on February 6, 2009, the record date, are entitled to receive notice of, and to vote at, the stockholders meeting. As of the record date, there were 52,720,992 shares of Kreido Biofuels’ common stock issued and outstanding, all of which are entitled to be voted at the meeting. Each outstanding share of Kreido Biofuels common stock on the record date entitles the holder to one vote on each matter submitted to stockholders for a vote at the meeting. The holders of a majority of the outstanding common stock on the record date, represented in person or by proxy, will constitute a quorum for purposes of the stockholders meeting. A quorum is necessary to hold the meeting. Once a share is represented at the meeting, it will be counted for the purpose of determining a quorum at the meeting and any adjournment of the meeting. However, if a new record date is set for the adjourned stockholders meeting, then a new quorum will have to be established. Required Vote For us to complete the Asset Sale, stockholders holding at least a majority of the shares of Kreido Biofuels’ common stock outstanding at the close of business on the record date must vote “FOR” the approval of the Asset Purchase Agreement. If we propose to adjourn the stockholders meeting, it will take the affirmative vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote at the meeting to take that action. In order for your shares of Kreido Biofuels’ common stock to be included in the vote, if you are a stockholder of record, you must vote your shares by returning the enclosed proxy, by voting over the Internet as indicated on the proxy card, or by voting in person at the stockholders meeting.

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If your shares are held in “street name” by your broker, you should instruct your broker how to vote your shares using the instructions provided by your broker. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker and it can give you directions on how to vote your shares. A broker “non-vote” generally occurs when a broker, bank or other nominee holding shares on your behalf does not vote on a proposal because the nominee has not received your voting instructions and lacks discretionary power to vote the shares. Broker non-votes and abstentions will count for the purpose of determining whether a quorum is present. Broker non-votes and abstentions will have the same effect as a vote against the adoption of the Asset Purchase Agreement. Abstentions will have the effect of a vote against the proposal to adjourn the meeting to solicit additional proxies. Broker non-votes will have no effect on the adjournment proposal. Voting by Directors and Executive Officers At the February 6, 2009 the record date, the directors and executive officers of Kreido Biofuels held and are entitled to vote, in the aggregate, 21,408,626 shares of Kreido Biofuels’ common stock, representing approximately 40.6% of the outstanding shares of Kreido Biofuels’ common stock. The directors and executive officers of Kreido Biofuels and certain of their affiliates and associates, representing approximately 48.5% of the outstanding shares of Kreido Biofuels common stock, have granted their irrevocable proxies to vote all of their shares of Kreido Biofuels’ common stock “FOR” the approval of the Asset Purchase Agreement. Proxies; Revocation If you vote your shares of Kreido Biofuels’ common stock by signing a proxy, or by voting over the Internet as indicated on the proxy card, your shares will be voted at the stockholders meeting in accordance with the instructions given. If no instructions are indicated on your signed proxy card, your shares will be voted “FOR” the approval of the Asset Purchase Agreement, “FOR” the election of management’s nominees for election as director, and for any proposal to adjourn the meeting, if necessary or appropriate, to solicit additional proxies, and, if any other matters are properly brought before the meeting for a vote, the persons appointed as proxies or their substitutes will have discretion to vote or act on the matter according to their best judgment and applicable law unless the proxy indicates otherwise. You may revoke your proxy at any time before the vote is taken at the stockholders meeting. To revoke your proxy, you must advise Kreido Biofuels’ Corporate Secretary in writing of your revocation, deliver a new proxy or submit another vote over the Internet, in each case dated after the date of the proxy you wish to revoke, or attend the meeting and vote your shares in person. Attendance at the stockholding meeting will not by itself constitute revocation of a proxy. If you have instructed your broker to vote your shares, the above-described options for revoking your proxy do not apply and instead you must follow the directions provided by your broker to change these instructions. Kreido Biofuels does not expect that any matter other than the proposals to approve the Asset Purchase Agreement and elect four directors of Kreido Biofuels will be brought before the stockholders meeting. If, however, such a matter is properly presented at the meeting or any adjournment of the meeting, the persons appointed as proxies will vote the shares in accordance with the recommendations of Kreido Biofuels’ board of directors.

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Expenses of Proxy Solicitation Kreido Biofuels will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, directors, officers and employees of Kreido Biofuels may solicit proxies personally and by telephone, facsimile or other similar means. These persons will not receive additional or special compensation for such solicitation services. Kreido Biofuels will, upon request, reimburse brokers, banks and other nominees for their reasonable expenses in forwarding proxy materials to their customers who are beneficial owners of the shares they hold of record. Adjournments Any adjournment may be made by an announcement at the stockholders meeting by the chair of the meeting. If persons named as proxies by you are asked to vote for one or more adjournments of the meeting or for other matters incidental to the conduct of the meeting, such persons will have the authority to vote in their discretion on such matters. However, if persons named as proxies by you are asked to vote for one or more adjournments of the meeting to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Asset Purchase Agreement, such persons will only have the authority to vote on such matter as instructed by you or your proxy, or, if no instructions are provided on your signed proxy card, in favor of such adjournment. Any adjournment of the stockholders meeting for the purpose of soliciting additional proxies will allow Kreido Biofuels’ stockholders who have already sent in their proxies to revoke them at any time prior to their use in the manner provided herein. THE ASSET SALE Background of the Asset Sale Beginning in the third quarter of calendar year 2007, as planned, we sought to arrange additional financing to complete the construction and fund start up operations of our proposed biodiesel production plant at the Port of Wilmington in North Carolina. We engaged an investment banker to assist in this effort. At that time, the capital markets were becoming unstable and few institutional investors expressed an interest in making an equity investment in us. We considered debt financing alternatives, including combinations of private and bond financing by the Wilmington Port Authority. The instability in the capital markets was continuing and gross margins in the alternative fuels industry further reduced interest in the infusion of capital in our company. In the first quarter of calendar year 2008, we developed a plan to reduce our operations to extend the availability of our cash resources while we continued to explore financing alternatives. We continued to pursue financing opportunities through June, 2008 when it became clear that the capital markets were not conducive to the financing of biodiesel businesses. We suspended our operations and began to pursue business combination opportunities with a view towards protecting our creditors and stockholders. We engaged Breakwater Investments, LLC to assist us in identifying and evaluating business combination opportunities. Four Rivers was among approximately eight candidates that our management and advisor identified, and under confidentiality agreements we provided information regarding Kreido and its STT® technology to interested prospects. During the same period, the U.S. capital markets continued to contract and we believe that the market instability adversely affected the interest of certain prospective business combination candidates. Four Rivers completed a reverse acquisition and PIPE financing in December, 2007. It had begun to develop a large site near Calvert City, Kentucky as an integrated bioenergy facility. Four Rivers was identified to us as a possible business combination candidate by the investment banker previously engaged by Kreido for its capital raise. Initial discussions were held with Four Rivers in the second quarter of 2008, and a conditional Memorandum of Understanding was executed by Kreido Biofuels and Four Rivers in October, 2008. Four Rivers conducted a due diligence investigation of Kreido and its technology and biodiesel plant components over the course of six months beginning July, 2008. We continued to explore other business combination alternatives, but the interest of other candidates was not at the same level as that of Four Rivers.

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The board of directors held seven meetings in the first two quarters of calendar year 2008 at which it considered our financial condition and possible financing opportunities. Between June and December 2008, the board of directors held an additional seven meetings at which it considered business combination opportunities with a primary focus on the Asset Sale to Four Rivers. A draft Asset Purchase Agreement between Kreido and Four Rivers was initially presented to the Board of Directors in midNovember, 2008. At that board meeting, executive officers of Four Rivers introduced themselves to the Kreido Biofuels’ board and reviewed the history and business plan of Four Rivers. A revised Asset Purchase Agreement was presented to our Board of Directors, which it considered and acted upon at a Special Meeting of the Board of Directors held on January 23, 2009. At that meeting, the Board of Directors determined that the Asset Sale offered the best opportunity for Kreido to satisfy the claims of its creditors and allow its stockholders to continue to benefit from the commercialization of the STT ® technology and Kreido Biofuels plant assets. It also determined that the Asset Sale was in the best interest of Kreido Biofuels, approved the Asset Purchase Agreement, and recommended that the Asset Purchase Agreement be presented to the stockholders for consideration and approval and recommended that the stockholders approve the agreement and the transactions contemplated therein. Reasons for the Asset Sale In reaching its decision to approve the Asset Purchase Agreement, declare the advisability of the Asset Purchase Agreement and recommend that Kreido Biofuels’ stockholders approve the Asset Purchase Agreement, the board of directors consulted with management, as well as its legal and financial advisors, and considered a number of factors in its deliberations, including the following factors which our board of directors viewed as generally supporting its decision to approve the Asset Purchase Agreement, the Asset Sale, and recommend that Kreido Biofuels’ stockholders approve the Asset Purchase Agreement: • The ongoing contraction of and instability in the equity and debt markets, particularly as they relate to development stage and alternative energy companies, such as Kreido; Our inability to raise the additional capital required to complete the development of our planned biodiesel plant; The diminution of our cash resources required to carry on our business operations; The challenging current and prospective environment in which we operate, including national and global economic conditions, the competitive environment in the biodiesel industry and the likely effect of those factors on us; Advice from our financial consultant, Breakwater Investments, LLC; The opportunity that Four Rivers offers for utilizing the STT® technology and the related biodiesel plant assets as well as Four Rivers’ available funds, plant site, management team and business strategies and objectives;

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Our desire to satisfy our financial obligations to our creditors and provide a continuing opportunity for our stockholders, through our holding of Four Rivers BioEnergy stock and warrants, to realize future value from the commercial application of our STT® technology and biodiesel plant assets; and The possibility that the Asset Sale may not be completed, which would divert significant resources and could likely cause Kreido to pursue a liquidation under the protection of the bankruptcy court.

Each of these factors favored the determination by our board of directors that the Asset Sale and the Asset Purchase Agreement is fair to, and in the best interests of, Kreido Biofuels and its stockholders. The board of directors also considered a variety of risks and other potentially countervailing factors relating to the Asset Purchase Agreement and the transactions contemplated by it, including the Asset Sale. These factors included: • The fact that certain of our current and former executive officers may have interests that are different from those of Kreido Biofuels’ stockholders generally, as described in “The Asset Sale—Interests of Our Executive Officers in the Sale” below; The possibility that we may be required to pay liquidated damages equal to $250,000 to Four Rivers in the event we terminate the agreement and sell the assets to another party; The risks and contingencies related to the announcement of the pending Asset Sale, including the effects of the announcement of the Asset Sale on our creditors; The transaction costs that would be incurred in connection with the Asset Sale; The risks associated with our holding Four Rivers BioEnergy stock and the Four Rivers BioEnergy warrant for an extended period of time after the closing; The conditions to Four Rivers’ obligation to complete the Asset Sale and the right of Four Rivers to terminate the Asset Purchase Agreement in certain circumstances; and That, under the terms of the Asset Purchase Agreement and until the closing date, we agreed that we would conduct our business in the ordinary and usual course of business and that we would not take a number of actions related to the conduct of our business without the prior consent of Four Rivers (which consent cannot be unreasonably withheld, conditioned or delayed).

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The foregoing discussion of the factors considered by the board of directors is not intended to be exhaustive, but rather includes the material factors considered by the board of directors. In reaching its decision to approve the Asset Purchase Agreement, declare the advisability of the Asset Purchase Agreement and recommend that our stockholders approve the Asset Purchase Agreement, the board of directors as a whole did not specifically quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The board of directors considered all these factors as a whole, including discussions with, and questioning of, management and advisors, and overall considered these factors to be favorable to, and to support, its determination.

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Recommendation of Kreido Biofuels’ Board of Directors The board of directors has determined that each of the Asset Purchase Agreement and the Asset Sale is fair to, and in the best interests of, Kreido Biofuels and our stockholders. Accordingly, the board of directors has unanimously approved the Asset Purchase Agreement and declared its advisability, and recommends that you vote “FOR” approval of the Asset Purchase Agreement. Consideration As consideration for the sale of the assets, Kreido will receive the following: (a) the cancellation of indebtedness in the amount of $100,000 owed by Kreido to Four Rivers pursuant to a promissory note issued to Four Rivers in exchange for a $100,000 loan made concurrently with the execution of the Asset Purchase Agreement. The proceeds of the loan were used to pay down amounts owed to a creditor; (b) additional cash in the approximate amount of $2,700,000, which will be used to pay Kreido creditors; (c) 1,200,000 shares of Four Rivers BioEnergy common stock, of which 300,000 shares shall be deposited in escrow and delivered to Kreido only upon delivery of notice of the exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under such warrants. On January 28, 2009, shares of common stock of Four Rivers BioEnergy closed trading at $0.75 per share; (d) a Common Stock Purchase Warrant representing the right to purchase up to 200,000 shares of Four Rivers BioEnergy common stock at an exercise price of $8.00 per share and having an expiration date five years after closing the Asset Sale; and (e) the assumption of various purchase orders previously placed by Kreido with equipment vendors. Interests of Current and Former Kreido Biofuels’ Executive Officers in the Asset Sale Philip Lichtenberger, Senior Vice President of Operations and Chief Operating Officer, and Alan McGrevy, former Vice President of Engineering of Kreido are likely to be offered an opportunity to consult for Four Rivers. Under his Employment Agreement with Kreido, Mr. Lichtenberger is entitled to receive approximately $200,000 in connection with the termination of his employment due to a sale of all or substantially all of the assets of Kreido. Under a Separation Agreement dated November 11, 2008, Kreido has agreed to pay Mr. McGrevy the sum of $75,000 as a consequence of Kreido executing the Asset Sale. Both Mr. Lichtenberger and Mr. McGrevy are subject to restrictive covenants that prohibit their competing with Kreido and using Kreido confidential information, including Kreido’s intellectual property such as the STT® technology for purposes unrelated to Kreido. Kreido will release Messrs. Lichtenberger and McGrevy from these restrictive covenants for the benefit of Four Rivers. The Employment Agreements of G.A. Ben Binninger, Chief Executive Officer, and John Philpott, Chief Financial Officer, of Kreido allow for severance payments that will be triggered by the Asset Sale. Kreido will become obligated to pay Mr. Binninger approximately $100,000 and Mr. Philpott approximately $190,000 as a consequence of the Asset Sale. We expect to engage Mr. Philpott under a consulting agreement to continue to assist us in selling our remaining physical assets, paying remaining creditors and attending to the financial, accounting and public company reporting activities of Kreido Biofuels after the closing of the Asset Sale.

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The board of directors was aware of these differing interests and considered them, among other matters, in evaluating and negotiating the Asset Purchase Agreement and the Asset Sale and in recommending to the stockholders that they approve the Asset Purchase Agreement. Accounting Treatment We will record the Asset Sale in accordance with Generally Accepted Accounting Principles in the United States. We will recognize expenses associated with the transaction as costs are incurred. The total transaction expenses expected to be incurred are approximately $450,000 before taxes, including professional fees, financial advisor fees and estimated meeting costs. Material U.S. Federal Income Tax Consequences. The transaction will be a taxable transaction for us but not for our stockholders. We will realize gain or loss with respect to each asset sold measured by the difference between the proceeds received by us on such sale and our tax basis in the assets sold. For purposes of calculating the amount of our gain or loss, the proceeds received by us will include the cash received, the amount of our liabilities that are assumed and any other consideration we receive for our assets. We do not expect that there will be any federal income tax liability on the transaction because of our significant net operating loss and tax credit carryforwards. Some California state income tax may be incurred if the suspension of net operating loss carryforwards for taxpayers with net business income of $500,000 or more enacted in October 2008 are applied to the Asset Sale. Regulatory Approvals We are unaware of any material regulatory requirements or approvals required for the execution of the Asset Purchase Agreement or completion of the Asset Sale. THE ASSET PURCHASE AGREEMENT Following is a summary of the principal provisions of the Asset Purchase Agreement. A copy of the Asset Purchase Agreement may be viewed on our website www.kreido.com and on the website established for the stockholders meeting: www.transferonline.com/KRBF. A copy of the Asset Purchase Agreement will be provided to interested stockholders upon request to Kreido Biofuels. The Asset Sale The Asset Purchase Agreement provides that, upon the terms and subject to the conditions of the Asset Purchase Agreement, Kreido shall sell all of its right, title and interest in and to specified assets in exchange for cash, Four Rivers common stock, a warrant to purchase additional shares of Four Rivers common stock, and the assumption by Four Rivers of certain purchase order place with vendors by Kreido. The consummation of the Asset Sale is contemplated to occur on or before March 15, 2009. However, such effective time will be no later than five business days after the satisfaction or waiver of the conditions to the completion of the Asset Sale described in the Asset Purchase Agreement or such other time as Four Rivers and Kreido Biofuels mutually agree. See “Conditions to the Completion of the Asset Sale” below.

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Assets to be Sold The assets to be sold comprise the following: (a) all of Kreido’s STT® reactors, Kreido’s modular biodiesel production plant, plant operating and mechanical systems, extra parts and supplies, miscellaneous manufacturing tools and equipment, and a Toyota fork lift (collectively, the “Physical Purchased Assets”); (b) Kreido’s patents, patent applications, trademarks and service marks (other than the trade name and mark “Kreido”) and other registered and unregistered intellectual property including engineering drawings; (c) certain contracts related to the Physical Purchased Assets; and (d) (i) all insurance proceeds and rights thereto derived from loss, damage or destruction of or to any of the assets after the closing, and prior to the closing, to the extent not utilized prior to the closing to repair or replace the insured items; and (ii) any rights which Kreido may have against any of our suppliers or vendors under express or implied warranties, to the extent assignable, relating to the Physical Purchased Assets or any right to receive any reimbursement or indemnification in respect thereof. Kreido is not selling the following assets: (a) our corporate minute book, stock records, warrant records, stock option grant records and corporate seal; (b) all cash on hand; (c) all of our rights relating to any insurance policy or insurance contract (except as described above) maintained by us to the extent not accepted by and assigned to Four Rivers; (d) our lease with Acaso Investments, LLC regarding the facility located at 1070 Flynn Road in Camarillo, California (the “Premises”); (e) all leasehold improvements, selected office and conference room furniture, fixtures and equipment, manufacturing equipment (including, without limitation the overhead crane and overhead fans), office supplies, laptop and desk top computers and servers, and telephone and telecommunications equipment and systems located at the Premises used by our Chief Executive Officer, Chief Financial Officer and controller but excluding the AutoCad computer, printer, engineering data and AutoCad software which shall be included in the Asset Sale; (f) any feedstock inventory; (g) any receivables of the Seller, as of the closing date; (h) all books of account, records (including, without limitation, financial records, employment records, and SEC filing records), files, telephone numbers, facsimile numbers, internet addresses, web pages, e-mail accounts, any similar data and intellectual property, except to the extent directly associated with or included in the assets to be sold;

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(i) prepaid expenses and security deposits, except to the extent directly associated with or included in the assets to be sold; and (j) all rights, title and interest in and to claims made by Kreido in the matter known as United States Securities and Exchange Commission v. Louis Zehil, et. al. 07 Civ 1439 (LAP). In addition, Kreido will continue to own and attempt to sell to third parties various tanks, resins and other pieces of equipment not acquired by Four Rivers. The Purchase Price As consideration for the sale of the assets, Kreido will receive the following: (a) the cancellation of indebtedness in the amount of $100,000 owed by Kreido to Four Rivers pursuant to a promissory note issued to Four Rivers in exchange for a $100,000 loan made concurrently with the execution of the Asset Purchase Agreement. The proceeds of the loan were used to pay down amounts owed to a creditor; (b) additional cash in the amount of $2,700,000, which will be used to pay Kreido creditors; (c) 1,200,000 shares of Four Rivers BioEnergy common stock, of which 300,000 shares shall be deposited in escrow and delivered to Kreido Biofuels only upon delivery of notice of the exercise of warrants issued by Kreido Biofuels on or about January 12, 2007 and only to the extent required to meet its obligations under such warrants; (d) a Common Stock Purchase Warrant representing the right to purchase up to 200,000 shares of Four Rivers BioEnergy common stock at an exercise price of $8.00 per share and having an expiration date five years after closing the Asset Sale; and (e) the assumption of various purchase orders and an equipment lease previously placed by Kreido with equipment vendors. Representations and Warranties The Asset Purchase Agreement contains representations and warranties made by each of the parties regarding aspects of their relative businesses, financial condition and structure, as well as other facts pertinent to the Asset Sale. The Asset Purchase Agreement includes representations and warranties of Kreido relating to: • • • • • corporate organization, qualification and existence, and our subsidiaries; corporate power and authority to enter into the Asset Purchase Agreement and to consummate the Asset Sale and the enforceability of the Asset Purchase Agreement; the lack of conflict with any organizational documents, agreements or rules; our title and ownership of the assets to be sold; certain material contracts that we are a party to;

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• • • • • • • • • • • • • • •

consents, approvals, notices, permits, exemptions, waivers and authorizations required to be obtained; our compliance with laws with respect to the assets being sold; legal proceedings and claims; the absence of liabilities except those reflected in our Quarterly Report on Form 10-Q for fiscal period ended September 30, 2008, or incurred since September 30, 2008; the absence of specified changes or events; tax return filings, payments and related matters; labor and employment matters; insurance; environmental matters and compliance with environmental laws; intellectual property; the absence of brokers’ fees payable in connection with the Asset Sale (other than to Breakwater Investment, LLC); our ability to bear the financial risks of owning stock in Four Rivers and the warrants to purchase stock in Four Rivers; no intention on the part of Kreido to exercise any control over Four Rivers through the ownership of its stock; filings and reports with the SEC and the preparation of our financial statements; and the accuracy of information given to Four Rivers.

The Asset Purchase Agreement also contains representations and warranties of Four Rivers relating to: • • • • • • corporate organization, qualification and existence; capitalization; corporate power and authority to enter into the Asset Purchase Agreement and to consummate the Asset Sale and the enforceability of the Asset Purchase Agreement; compliance with laws and certain material contracts; title and ownership of tangible assets; intellectual property;

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• • • • • • • • • • • • • •

insurance; consents, approvals, notices, permits, exemptions, waivers and authorizations required to be obtained; issuance of the securities; filings and reports with the SEC and the preparation of financial statements; compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002; legal proceedings and claims; the absence of liabilities except those reflected in reports publicly filed with the SEC or incurred since July 31, 2008; registration rights; solvency; the absence of specified changes or events; Foreign Corrupt Practices Act of 1977; tax filings, payments and related matters; the accuracy of information given to Kreido; and the absence of brokers’ fees payable in connection with the Asset Sale (other than to Calyon Securities USA, LLC).

The representations and warranties of each of the parties to the Asset Purchase Agreement described above will expire one year from the completion of the Asset Sale. The representations included in the Asset Purchase Agreement were made by each of Kreido and Four Rivers to each other. The representations and warranties were made as of specific dates, are (along with the conduct of business covenants also described) subject to important qualifications, limitations and exceptions agreed to by Kreido and Four Rivers in connection with negotiating the terms of the Asset Purchase Agreement, and have been included in the Asset Purchase Agreement for the purpose of allocating risk between Kreido and Four Rivers rather than to disclose matters of fact. This description of the representations and warranties are included solely to provide stockholders with information regarding the terms of the Asset Purchase Agreement, and not to provide any other factual information regarding Kreido or its business. Pre-Closing Covenants Under the Asset Purchase Agreement, we have agreed that, prior to the effective time of the Asset Sale (unless Four Rivers otherwise provides written consent, which may not be unreasonably withheld, conditioned or delayed, and subject to certain exceptions), we will carry on our business in the usual and ordinary course, consistent with past practice, and shall not take or omit to take any action that would render any of our representations or warranties inaccurate as of the effective time or take or omit to take any action that would reasonably likely to delay or impair the ability of the parties to consummate the Asset Sale.

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In addition, we have agreed, among other things and subject to certain exceptions, that we may not, without Four Rivers’ prior written consent, which may not be unreasonably withheld, conditioned or delayed: (a) adopt any change in our certificate of incorporation, by-laws or other governing document; (b) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization; (c) issue any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of our capital stock; (d) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any equity interest in or a portion of the assets of, or by any other manner acquire any business or any person or division thereof; (e) sell, lease, encumber (including by the grant of any option thereon) or otherwise dispose of any asset to be sold in the Asset Sale; (f) (i) incur or assume any long-term or short-term debt or issue any debt securities, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; (iii) make or cancel, or waive any rights with respect to, any loans, advances or capital contributions to, or investments in, any other person or entity; or (v) mortgage or pledge any of our tangible or intangible assets or properties; (g) enter into any license or other contract with respect to any asset to be sold in the Asset Sale; (h) amend, modify or otherwise change the terms of any existing contract to accelerate the payments due to us thereunder; (i) enter into any joint venture, partnership or other similar arrangement; (j) enter into any contract that limits our ability, or would limit the ability of Four Rivers after the closing, to compete in or conduct any line of business or compete with any person or entity in any geographic area or during any period; (k) enter into any contract relating to the distribution, sale, supply, license, marketing, co-promotion, research, development or manufacturing of any asset to be sold in the Asset Sale or any product licensed by us, or our intellectual property, other than pursuant to any such contracts currently in place (that have been disclosed in writing to Four Rivers prior to the date of the Asset Purchase Agreement) in accordance with their terms as of the date of the Asset Purchase Agreement; (l) modify, amend or terminate any contract or liability to be assumed in the Asset Sale or waive, release or assign any material rights or claims thereunder;

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(m) enter into any contract to the extent consummation of the transactions contemplated by the Asset Purchase Agreement or compliance by us with the provisions of the Asset Purchase Agreement would reasonably be expected to conflict with, or result in a violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any encumbrance in or upon any of the assets to be purchased in the Asset Sale under, or give rise to any increased, additional, accelerated, or guaranteed right or entitlements of any third party under, or result in any material alteration of, any provision of such contract; (n) change or modify our accounting principles except as required to comply with the SEC filing requirements; or (o) agree or commit to do any of the foregoing. Conditions to Completion of the Asset Sale The obligation of Kreido to complete the Asset Sale is subject to the satisfaction or waiver of the following conditions: • • • • Each of the representations and warranties of Four Rivers contained in the Asset Purchase Agreement, or in any certificate delivered pursuant thereto, being true and correct in all material respects on and as of the closing date; The approval or consent of Kreido Biofuels’ stockholders holding more than 50% of the total number of shares of our common stock issued and outstanding and entitled to vote on the Asset Purchase Agreement; Four Rivers having duly performed or complied in all material respects with all of the covenants, acts and obligations to be performed or complied with by it under the Asset Purchase Agreement; No order, decree or ruling of any governmental agency having been entered, and no action, suit or proceeding before any court, arbitration panel or other tribunal having been instituted (or threatened if Kreido reasonably believes that such threat will result in institution of an action, suit or proceeding) by any governmental agency or third party, to restrain, prohibit, challenge or invalidate any of the transactions contemplated by the Asset Purchase Agreement; Four Rivers having executed and delivered an assignment and assumption agreement respecting assumed contracts and assumed liabilities; Four Rivers having delivered an officer’s certificate (a) certifying that the conditions have been fulfilled, (b) certifying the resolutions authorizing the Asset Purchase Agreement and the transactions contemplated therein, and (c) identifying the incumbent officers of Four Rivers; Four Rivers having paid (a) the cash portion of the purchase price less the amount required to be paid to lienholders on the closing date in excess of the assumed liabilities, (b) the sum of $14,000 in payment of certain foreign patent processing fees and costs paid by Kreido and (c) the amount required to be paid to lienholders on the closing date; and Four Rivers BioEnergy having issued share certificates representing 900,000 shares of its common stock and the common stock purchase warrant to Kreido Biofuels and share certificates representing 300,000 shares of Four Rivers BioEnergy common stock to Four Rivers’ transfer agent to be held in escrow for issuance only upon exercise of Kreido Biofuels’ warrants.

• •

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The obligation of Four Rivers to complete the Asset Sale is subject to the satisfaction or waiver of the following conditions: • • • • Each of the representations and warranties of Kreido contained in the Asset Purchase Agreement, or in any certificate delivered pursuant thereto, being true and correct in all material respects on and as of the closing date; The approval or consent of Kreido Biofuels’ stockholders holding more than 50% of the total number of shares of its common stock issued and outstanding and entitled to vote on the Asset Purchase Agreement; Kreido having duly performed or complied in all material respects with all of the covenants, acts and obligations to be performed or complied with by it under the Asset Purchase Agreement; Kreido having delivered to Four Rivers an executed bill of sale and assumption agreement and such other instruments of transfer and consents as Four Rivers may reasonably request to effect the transfer of the assets, including, but not limited to an assignment and assumption agreement and an assignment of any assignment of inventions agreements made by Philip Lichtenberger, Alan McGrevy and Dr. Alexey Sheinkman in favor of Kreido; Kreido having tendered to Four Rivers possession of all of the assets required to be tendered under the Asset Purchase Agreement, where is and as is; Delivery by Kreido of an officer’s certificate (a) certifying that the conditions have been fulfilled, (b) certifying the resolutions authorizing the Asset Purchase Agreement and the transactions contemplated therein, (c) identifying the incumbent officers of Kreido and (d) certifying that the Asset Purchase Agreement and the transactions contemplated therein have been approved by the holders of more than 50% of Kreido Biofuels’ common stock; No order, decree or ruling of any governmental agency having been entered, and no action, suit or proceeding before any court, arbitration panel or other tribunal having been instituted (or threatened if Four Rivers reasonably believes that such threat will result in institution of an action, suit or proceeding) by any governmental agency or third party, to restrain, prohibit, challenge or invalidate any of the transactions contemplated by the Asset Purchase Agreement or which might adversely affect the right of Four Rivers to own the assets to be sold; Kreido having obtained and delivered to Four Rivers all of the third party consents required by Four Rivers, including consents and/or assignments of assumed contracts and assumed liabilities, necessary to consummate the transaction contemplated by the Asset Purchase Agreement;

• •

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Delivery by Kreido, as required pursuant to the Asset Purchase Agreement, of (a) UCC, state tax lien, and bankruptcy search reports as of a date no more than five (5) business days before the closing date; (b) pay off letters in form and substance reasonably satisfactory to Four Rivers and (c) a written instrument from a named vendor; Philip Lichtenberger and Alan McGrevy having been released from their employment agreements with Kreido with full rights to enter into consulting agreements with, or in the employ of, Four Rivers; Delivery by Kreido (a) to Four Rivers of copies of various financial statements and (b) to its outside independent auditors a letter indicating that they are authorized to provide information relating to such financial statements to representatives of Four Rivers, at the expense of Four Rivers, in connection with the preparation of financial statements of Four Rivers; Delivery by Kreido to Four Rivers of a good standing certificate from the Secretary of State of the State of Nevada and California, as applicable, certifying the good standing of Kreido; and Delivery of all other documents, agreements or certificates set forth in the Asset Purchase Agreement

• •

• •

The Asset Purchase Agreement permits each of Kreido and Four Rivers to waive conditions to its respective obligations to complete the Asset Sale. Any waiver must be in writing and would be effective only as to the waiving party. Indemnification The Asset Purchase Agreement provides that the parties will indemnify each other for any losses and expenses incurred by, among other things, breaches of representations, warranties and covenants made in the Asset Purchase Agreement. Neither party is required, however, to indemnify the other for losses incurred until the total of all indemnifiable losses exceeds $50,000, in which case, the indemnified parties will be entitled to indemnification to the full amount of the indemnifiable losses incurred by them, provided that the total amount of indemnifiable losses that either party shall be obligated to pay to the other party shall not exceed $1.0 million. All indemnity claims are to be satisfied by using shares of Four Rivers common stock valued at $8.00 per share. Within 30 days after closing, Four Rivers may submit a claim to Kreido regarding lost, stolen or damaged Physical Purchased Assets and call upon Kreido to repay to Four Rivers, in cash, the agreed value of the lost, stolen or damaged assets up to $300,000 net of any anticipated insurance proceeds. Termination; Payment of Termination Damages At the time of execution of the Asset Purchase Agreement, Four Rivers deposited $250,000 in escrow with Bank of New York Mellon as earnest money for its performance of the agreement. Kreido and Four Rivers may mutually agree in writing, at any time before the effective time of the Asset Sale, to terminate the Asset Purchase Agreement. In such case, the parties will each get fifty percent (50%) of the $250,000 placed in escrow by Four Rivers.

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Either party may also terminate the Asset Purchase Agreement if the Asset Sale shall not have occurred at or before 11:59 p.m. Chicago Time, on April 1, 2009, unless such party’s failure to fulfill any of its obligations under the Asset Purchase Agreement has been the cause of, or resulted in, the failure of the closing to occur on or prior to such date. If the failure of the closing to occur on or prior to such date is caused by the other party, the terminating party is entitled to the entire $250,000 placed in escrow by Four Rivers. In addition, if a party is not in breach of any of its material obligations under the Asset Purchase Agreement, such party may terminate the Asset Purchase Agreement without the consent of the other, before the effective time of the Asset Sale, upon a breach of any representation or warranty or violation of covenant by the other party that is not remedied within ten (10) business days after notice of such breach or violation. In such case, the terminating party is entitled to the entire $250,000 placed in escrow by Four Rivers. In the event that (a) Kreido unilaterally terminates the agreement as described above and (b) within 360 days of such termination, sells any or all of the assets intended to be sold to Four Rivers to any other party or successor to Kreido’s estate, then Kreido shall pay to Four Rivers the amount of $250,000 in cash in immediately available funds. Agreements Relating to Four Rivers Stock A total of 900,000 shares of Four Rivers BioEnergy common stock are to be issued directly to Kreido Biofuels at the closing of the Asset Sale. An additional 300,000 shares of Four Rivers BioEnergy common stock will be issued to Kreido Biofuels and immediately placed in escrow with the Four Rivers BioEnergy transfer agent for release to Kreido Biofuels if, when, and to the extent Kreido warrants are exercised. The 900,000 shares of Four Rivers BioEnergy common stock to be held by Kreido Biofuels represent approximately 11.6% of the issued and outstanding voting stock of Four Rivers at February 10, 2009. So that Kreido Biofuels may not be subject to limitations on resales of restricted securities imposed on affiliates of issuers under Securities and Exchange Commission Rule 144, Kreido has agreed to take steps to avoid affiliate status. During the period commencing with the execution and delivery of the Asset Purchase Agreement and ending on the 360th day following the closing date, neither Kreido, nor any person (except Philip Lichtenberger and Alan McGrevy) who is then or at any time within three months before the proposed date of purchase has been an officer or director of Kreido or any affiliate of such person, may (a) purchase or otherwise acquire, directly or indirectly, any shares of Four Rivers BioEnergy common stock or derivative securities of Four Rivers BioEnergy common stock, including puts, calls swaps and other similar instruments, other than upon exercise of Kreido warrants, (b) take any action to nominate a person for election as a director of Four Rivers, accept any nomination for election or appointment as a director of Four Rivers, or accept an appointment as an officer of Four Rivers, or (c) enter into any contract or agreement with Four Rivers or any other person or entity that would have the effect of Kreido, directly or indirectly controlling, being under common control with or being controlled by Kreido or having the power to influence or influencing the policies and management of Four Rivers. Under a voting agreement to be made at the closing of the Asset Sale, the President and Chief Financial Officer of Four Rivers will be given an irrevocable proxy to vote all shares of Four Rivers BioEnergy common stock held in escrow by the transfer agent at any meeting of the Four Rivers BioEnergy stockholders to establish a quorum and in such officer’s discretion or any matter presented to the Four Rivers BioEnergy stockholders.

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If Four Rivers determines that Kreido is an affiliate of Four Rivers, upon request of Kreido Biofuels, Four Rivers will be required to register the shares of Four Rivers BioEnergy common stock issued to Kreido Biofuels, the Four Rivers BioEnergy warrant and the underlying warrant shares under the Securities Act of 1933, as amended, and to keep the registration statement current until the Four Rivers BioEnergy securities are disposed of in accordance with the registration statement or may be sold under Securities and Exchange Commission Rule 144(i) without regard to any volume limitation under the Rule. In addition, if Four Rivers BioEnergy has agreed to offer to include the Four Rivers BioEnergy warrant and underlying warrant shares in any registration statement that it files to register shares for sale on its account or for resale of shares issued to other Four Rivers BioEnergy stockholders. ELECTION OF DIRECTORS (PROPOSAL NO. 2) Nominees Our board of directors currently has six members. We will continue as a business entity after the Asset Sale but may not be engaged in the biofuels business. Mesrrs. Murli Tolaney and Richard Redoglia were elected to our board of directors in 2007 because of their expertise in matters relating to our planned biodiesel production business which is being sold in the Asset Sale. Thus, we intend to reduce our board to four directors. We have not elected directors since 2006. Thus, we are nominating only four candidates for election as directors at the Stockholders Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the four nominees named below, all of whom are presently directors of Kreido Biofuels. In the event that any nominee is unable or declines to serve as a director at the time of the Stockholders Meeting, the proxies will be voted for any nominee who shall be designated by the current Board of Directors to fill the vacancy. We are not aware of any nominee who will be unable or will decline to serve as a director. The term of office for each person elected as a director will continue until the next Annual Meeting of Stockholders or until a successor has been elected and qualified. Our nominees for election as directors and certain information are set forth below. Information as to the stock ownership of each director and all of our current directors and executive officers as a group is set forth below under the caption “Security Ownership of Certain Beneficial Owners and Management.” Date First Elected or Appointed January 12, 2007 January 12, 2007 October 31, 2007 October 31, 2007

Name G.A. Ben Binninger Betsy Wood Knapp David Mandel David Nazarian

Age 60 66 42 47

Position Chief Executive Officer; Director Chairperson of the Board; Director Director Director

G.A. Ben Binninger, Chief Executive Officer, Director. G.A. Ben Binninger, age 60, has served as Chief Executive Officer of Kreido Biofuels since July 27, 2007. Mr. Binninger has served as a director of our company since January 12, 2007. From 2003 to 2006, Mr. Binninger served as a consultant to Kreido Labs, relating to the development and evaluation of business opportunities. Mr. Binninger has 30 years of experience in chemicals and fuels. Mr. Binninger has hands-on experience leading both large and small technologically sophisticated global businesses with Atlantic Richfield (ARCO), Rio Tinto Borax, Exxon and Hercules. From 1995 to 2003, Mr. Binninger served as Senior Vice President of Rio Tinto Borax. Mr. Binninger has a B.E. degree in Chemical Engineering from Manhattan College and an M.B.A. from Harvard University.

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Betsy Wood Knapp, Chairperson of the Board, Director. Betsy Wood Knapp, age 66, has served as Chair of the Board of Kreido Laboratories and Kreido Biofuels since January 12, 2007. An early investor in the Kreido technology, she joined the current company, Kreido Biofuels, on January 12, 2007 as Chair of the Board. Ms. Knapp serves as a member of the Compensation Committee and Audit Committee of the Board of Directors of the Company. Ms. Knapp is an entrepreneur who has owned/operated and invests in early stage growth companies for 39 years. In 1995, Ms. Knapp founded Los Angeles-based BigPicture Investors, LLC to finance startups with patented enabling technologies. Ms. Knapp also serves as CEO of BigPicture Investors LLC. She has also been a founder or CEO of several software and new media companies where she has held positions of CEO, President and Director. At the UCLA Anderson Graduate School of Management, she is a founder of the Entrepreneur’s Hall, serves on the Board of Visitors, is a repeat guest lecturer in the MBA program and established the Knapp Competition for excellence in business planning and venture initiation. Ms. Knapp is also the Chair of the UCLA Foundation. Ms. Knapp is a founding member of the Committee of 200, a highly selective international organization of women entrepreneurs and corporate executives. She is also a member of WomenCorporateDirectors, a by-invitation organization of women directors of Fortune 500; NASDAQ; and private companies. She received a B.A. in economics from Wellesley College where she also serves as a Trustee (1996 — present). David Mandel, Director. David Mandel, age 42, became a director of Kreido Biofuels on October 31, 2007. Mr. Mandel is an established private venture capital investor, based in Los Angeles, California. Mr. Mandel has pursued venture capital activities on behalf of his family since 1994. Mr. Mandel and his family were seed investors in Broadcom Corp., Innovent Systems (acquired by Broadcom) and Access360 (acquired by IBM), among others. Prior to becoming active in venture capital, he served on the research staff at the University of Toronto, Department of Biophysics, where he focused on molecular simulations. Mr. Mandel served as Advisor to the Board prior to his appointment as a director of the company. Mr. Mandel received a B.A. in Mathematics from the University of Pennsylvania. David Nazarian, Director. David Nazarian, age 47, became director of Kreido on October 31, 2007. Mr. Nazarian, is the founding member and principal of Smart Technology Ventures, the general partner of a series of capital funds including Smart Technology Ventures III, L.P., which he organized in 2000. He has nearly 20 years of operation investment experience in the telecommunications and aerospace industries. Prior to founding Smart Technology Ventures, Mr. Nazarian was a major investor in Omninet, a company that provided two-way messaging services via satellite for mobile users, when it merged with Qualcomm in 1988. Mr. Nazarian serves on the boards of directors for Lucix Corporation and Allard Industries. Mr. Nazarian received a M.B.A. from the University of Southern California. Vote Required The four nominees receiving the highest number of votes will be elected to the Board of Directors. Votes withheld from any nominee will be counted for purposes of determining the presence or absence of a quorum for transaction of business at the meeting but will have no other legal effect upon the election of directors under Nevada law. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE FOUR NOMINEES NAMED ABOVE.

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ADJOURNMENT OF THE STOCKHOLDERS MEETING (PROPOSAL NO. 3) Kreido Biofuels may ask its stockholders to vote on a proposal to adjourn the stockholders meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Asset Purchase Agreement. Kreido Biofuels may adjourn the meeting for up to 45 days. Our board of directors recommends that you vote FOR the adjournment of the meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Asset Purchase Agreement. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of February 6, 2009, certain information with respect to shares beneficially owned by (i) each person who is known by Kreido Biofuels to be the beneficial owner of more than five percent (5%) of Kreido Biofuels’ outstanding shares of Common Stock, (ii) each of our directors and executive officers, and (iv) all of our directors and executive officers as a group. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days after February 6, 2009. In computing the percentage ownership of any person, the number of shares is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. Shares Beneficially Owned as of February 6, 2009 (1) Percent Number of Shares of Class 6,109,346 11.2% 15,350,756 27.8% 9,456,330 16.5% 4,234,646 8.0% 462,646 ** 3,763,049 7.1% 27,500 ** 27,500 ** 1,148,419 2.1% 500,000 ** 23,814,401 43.2%

Beneficial Owner* G.A. Ben Binninger (2) David Nazarian/Smart Technology Ventures and affiliates and associates (3) Wellington Management Company, LLP (4) David Fuchs (5) Betsy Wood Knapp (6) David Mandel (7) Murli Tolaney (8) Richard Redoglia (8) Philip Lichtenberger (9) John Philpott (10) All current directors and executive officers as a group (8 people) * **

Unless otherwise indicated below, these beneficial owners can be reached at Kreido Biofuels, Inc., 1070 Flynn Road, Camarillo CA 93012. Less than 1% of the outstanding shares of Common Stock.

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(1)

The number of shares of Common Stock deemed owned by each officer and director includes shares issuable pursuant to stock options that may be exercised within 60 days after February 6, 2009. On February 6, 2009, there were 52,720,992 shares of Common Stock outstanding. Includes 4,373,663 shares of Common Stock, 100,000 shares of restricted stock, 33,848 shares of Common Stock underlying options awarded under the 1997 Plan, 226,835 shares of Common Stock underlying warrants, and 1,375,000 shares of Common Stock underlying options awarded under the 2006 Plan, all of which are exercisable within 60 days of February 6, 2009. Includes shares held of record by Smart Technology Ventures Advisors, LLC and its affiliates, STV SBIC, Smart Technology Ventures, II, LLC, Smart Technology Ventures, III, L.P. (together the “STV Funds”), the David and Angela Nazarian Family Trust, and the Y & S Nazarian Revocable Trust. Includes 11,731,852 shares of Common Stock (which number includes 740,741 shares of Common Stock underlying warrants) beneficially owned by STV Funds, 3,148,150 shares of Common Stock (which number includes 1,574,075 shares of Common Stock underlying warrants) beneficially owned by the Y&S Nazarian Revocable Trust, and 426,665 shares of common stock (which number includes 213,604 shares of common stock underlying warrants) beneficially owned by the Younes Nazarian 2006 Annuity Trust, 19,089 shares held by the David and Angela Nazarian Family Trust and 25,000 shares of Common Stock underlying stock options awarded under the 2006 Plan exercisable within 60 days of February 6, 2009. Mr. Nazarian disclaims beneficial ownership of shares owned of record and beneficially by the Y & S Nazarian Revocable Trust and Younes Nazarian 2006 Annuity Trust. David Nazarian and Smart Technology Ventures and affiliates address is 1801 Century Park West, 5th Floor, Los Angeles, CA 90067. Based upon Schedule 13G/A2 filed with the Securities and Exchange Commission on February 17, 2008. The address of Wellington Management Company, LLP is 75 State Street, Boston MA 02109. Includes 2,655,775 shares of Common Stock (which number includes 95,645 shares of Common Stock underlying warrants) beneficially owned by Mr. Fuchs and 1,578,871 shares of Common Stock (which number includes 123,333 shares of Common Stock underlying warrants) beneficially owned by Mr. Fuchs’ Trust. Includes 437,646 shares of Common Stock (which number includes 218,978 shares of Common Stock underlying warrants) beneficially owned by Betsy Wood Knapp and held of record by the Knapp Trust of which Cleon T. Knapp and Betsy Wood Knapp are the trustees. Also includes 25,000 shares of Common Stock underlying stock options awarded under the 2006 Plan exercisable within 60 days of February 6, 2009. Includes 3,738,049 shares of Common Stock (which number includes 220,092 shares of Common Stock underlying warrants) beneficially owned by Mr. Mandel. Also, includes 25,000 shares of Common Stock underlying stock options awarded under the 2006 Plan exercisable within 60 days of February 6, 2009. Mr. Mandel can be reached through Moss Adams, 11766 Wilshire Blvd 9th floor, Los Angeles, CA 90025. Includes 2,500 shares of Common Stock and 25,000 shares of Common Stock underlying options awarded under the 2006 Equity Compensation Plan which are exercisable within 60 days of February 6, 2009. Includes 296,002 shares of restricted stock, 270,781 shares of Common Stock underlying options awarded under the 1997 Plan, 580,000 shares of Common Stock underlying options awarded under the 2006 Plan and 1,636 shares of Common Stock underlying warrants, all of which are exercisable within 60 days of February 6, 2009. Includes 25,000 shares of Common Stock, 75,000 shares of restricted stock and 400,000 shares of Common Stock underlying options awarded under the 2006 Plan, all of which are exercisable within 60 days of February 6, 2009.

(2)

(3)

(4) (5)

(6)

(7)

(8)

(9)

(10)

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS The Directors and Executive Officers of the Company at February 6, 2009 are: Date First Elected or Appointed January 12, 2007 March 19, 2007 January 12, 2007 January 12, 2007 October 31, 2007 October 31, 2007 July 27, 2007 July 27, 2007

Name G.A. Ben Binninger John M. Philpott Philip Lichtenberger Betsy Wood Knapp David Mandel David Nazarian Richard Redoglia Murli Tolaney

Age 60 48 52 66 42 47 51 67

Position Chief Executive Officer; Director Chief Financial Officer Chief Operating Officer Chairperson of the Board; Director Director Director Director Director

Background and experience information about Mr. Binninger, Ms. Knapp, Mr. Mandel and Mr. Nazarian is presented above under “Election of Directors.” Philip Lichtenberger, Senior Vice President of Operations and Chief Operating Officer. Philip Lichtenberger, has served as Executive Vice President and Chief Operating Officer of Kreido Labs since 1997 and joined Kreido Biofuels, Inc. as Senior Vice President of Operations and interim Chief Financial Officer on January 12, 2007. He was appointed Chief Operating Officer of Kreido Biofuels on July 27, 2007. Mr. Lichtenberger has 26 years of experience in technology and engineering in senior roles in Fortune 500 companies. Mr. Lichtenberger’s operations background includes Group III-V semiconductors, optoelectronics, microelectronics and networking equipment. His technical background includes energy systems design and RF Electronics. Mr. Lichtenberger has B.A. degrees in Physics and Philosophy from Beloit College in Beloit, Wisconsin and is a member of Phi Beta Kappa. John M. Philpott, Vice President and Chief Financial Officer. John M. Philpott joined Kreido Biofuels on March 19, 2007 as Vice President and Chief Accounting Officer. He was appointed Chief Financial Officer of Kreido Biofuels on July 27, 2007. From September 2006 until joining Kreido, Mr. Philpott served as a Partner with Aegis Advisors, LLC, a private management company. For more than 10 years before joining Aegis Advisors, LLC, Mr. Philpott held the position of CFO, Treasurer and Assistant Secretary with Miravant Medical Technologies, Inc., a publicly held pharmaceutical research and development company engaged in drug and laser light development. Mr. Philpott has B.S. degrees in Business Administration — Accounting and Business Administration — Management Information Systems from California State University Northridge and an M.B.A from University of California, Los Angeles. Richard Redoglia, Director. Richard Redoglia, age 51, became a director of Kreido on July 27, 2007. Mr. Redoglia serves as a member of the Compensation Committee and Audit Committee of the Board of Directors of the Company. Mr. Redoglia currently serves as Executive Director of Global Energy Horizons, a strategic investment firm focused on businesses within the energy industry. Prior to joining Global Energy Horizons in 2003, Mr. Redoglia served as Director Global Futures Group for ABN AMRO Inc. from 2000 to 2002. During 15 year tenure with Merrill Lynch, Mr. Redoglia served in various positions of increasing responsibility, including Director of the Energy Commodity Group. Mr. Redoglia received a B.A. in Economics from the University of California, Santa Barbara with added emphasis on the foreign policy of the U.S. and the histories of the Middle East and Russia.

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Murli Tolaney, Director. Murli Tolaney, age 67, became a director of Kreido on July 27, 2007 and was elected Chair of the Compensation Committee of the Board of Directors on October 31, 2007. Mr. Tolaney also serves on the Audit Committee of the Board of Directors of the company. Mr. Tolaney retired in 2008 as Chairman of Montgomery Watson Harza, a privately-owned global environmental engineer, management, technology and construction company. Mr. Tolaney joined Montgomery Watson Harza in 1973 as a Senior Engineer and in 1992, became its Chief Executive Officer, a position he held until 2001 when he assumed the post of Chairman of this 130 office worldwide, 6,000 employee firm. Mr. Tolaney received a B.S. in Civil Engineering and M.S. in Environmental Engineering from the University of Kansas and an A.M.P. from Harvard Business School. Code of Ethics and Business Conduct We have adopted a code of ethics that applies to all officers and employees of our company including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to a covered person, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies by posting such information on our Internet website at www.kreido.com. Board Committees The board has established an audit committee and a compensation committee. Other committees may be established by the board from time to time. Following is a description of each of the committees and their composition. Audit Committee Our audit committee has consisted of three directors: Ms. Knapp (Chair), Mr. Redoglia and Mr. Tolaney. The Board has determined that all members of the audit committee are (i) “independent” under NASDAQ independence standards, (ii) meet the criteria for independence as set forth in the Securities Exchange Act of 1934, or Exchange Act, (iii) has not participated in the preparation of our financial statements at any time during the past three years and (iv) is able to read and understand fundamental financial statements. None of the audit committee members qualifies as an “audit committee expert” as defined by the SEC. Our audit committee operates pursuant to a written charter adopted by our board, a copy of which is available on the investor relations section corporate governance subsection of our website www.kreido.com. Among other things, the charter calls upon the audit committee to: • • • • • oversee our auditing, accounting and control functions, including having primary responsibility for our financial reporting process; monitor the integrity of our financial statements to ensure the balance, transparency and integrity of published financial information; monitor our outside auditors independence, qualifications and performance; monitor our compliance with legal and regulatory requirements; and monitor the effectiveness of our internal controls and risk management system.

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It is not the duty of the audit committee to determine that our financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Our management is responsible for preparing our financial statements, and our independent registered public accounting firm is responsible for auditing those financial statements. Our audit committee does, however, consult with management and our independent registered public accounting firm prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into various aspects of our financial affairs. In addition, the audit committee is responsible for retaining, evaluating and, if appropriate, recommending the termination of our independent registered public accounting firm and approving professional services provided by them. The audit committee met four times during 2008. Compensation Committee Our compensation committee consists of three members: Mr. Tolaney (Chair), Ms. Knapp and Mr. Redoglia. The board has determined that all of the compensation committee members qualify as: • • • independent” under NASDAQ independence standards; “non-employee directors” under Exchange Act Rule 16b-3; and “outside directors” under Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code.

Our compensation committee operates pursuant to a written charter adopted by our board, a copy of which is available on the corporate governance section of our website at www.kreido.com. Among other things, the charter calls upon the compensation committee to: • • • determine our compensation policy and all forms of compensation for our officers and directors; review bonus and stock and incentive compensation arrangements for our other employees; and administer our stock option and equity incentive plans.

The compensation committee met two times during 2008. Board Qualification and Selection Process Our board does not have a nominating committee as the board has traditionally considered nominees for election as directors. Our board reviews, evaluates and proposes prospective candidates for our board. Each member of our board should possess the highest personal and professional ethics and integrity and is devoted to representing our best interests and the best interests of our stockholders.

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Public Availability of Corporate Governance Documents Our key corporate governance documents, including our Code of Ethics and Business Conduct and the charters of our audit committee and compensation committee are: • • • available on our corporate website at www.kreido.com; available in print to any stockholder who requests them from our corporate secretary; and certain of them are filed as exhibits to our securities filings with the SEC. EXECUTIVE COMPENSATION The following table provides certain summary information concerning the compensation earned by our Chief Executive Officer and each of our two other most highly compensated executive officers whose aggregate salary and bonus for the fiscal year ended December 31, 2007 or 2008 was in excess of $100,000 (the “Named Executive Officers”). Name and Principal Position G.A. Ben Binninger3 Chief Executive Officer & Director Philip Lichtenberger4 Chief Operating Officer John Philpott5 Chief Financial Officer Joel A. Balbien6 Former Chief Executive Officer (1) (2) Stock Awards ($)1 20,000 1,667 Option Awards ($)2 271,180 56,020 All Other Compensation ($) — 32,609

Year 2008 2007

Salary ($) 223,861 76,440

Bonus ($) 40,000 50,000

Total ($) 555,041 216,736

2008 2007 2008 2007 2008 2007

224,404 252,487 191,828 142,604 — 189,615

— 97,500 55,664 46,250 — 212,750

367 3,019 7,500 — — —

202,384 277,775 95,778 51,564 — —

— — — — — 1,000

427,155 630,781 350,770 240,418 — 403,365

We record the value of the restricted stock awards and stock awards based on the fair market value of the stock as of the date of grant. We have recorded $768,000 and $1,069,855 as compensation expense in 2007 and 2008, respectively. The fair value of the options issued during the year ended December 31, 2007 and 2008 was estimated using the Black-Scholes option-pricing model with the following assumptions: risk free interest rates between 2.75% and 4.81%, expected life of five (5) to six (6) years and expected volatility of 92%. The expected stock price volatility assumption was based on the average volatility of 92%. The expected stock price volatility assumption was based on the average volatility of similar public companies for the period prior to our reverse merger. The expected term assumption used in the option pricing model was based on the “safe harbor” approach under SEC Staff Accounting Bulletin (SAB) No. 107, (SAB 107), where the “expected term = ((vesting term + original contractual term) / 2).” The risk free interest rate assumption was based on the implied yield currently available on U.S. Treasury zero coupon issues with remaining term equal to the expected term. A projected dividend yield of 0% was used as the company has never issued dividends.

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(3)

Mr. Binninger became our Chief Executive Officer on July 27, 2007 and prior to that he was Chief Operating Officer of our company from January 12, 2007 to March 15, 2007. Mr. Binninger served as a consultant to Kreido Laboratories from 2003 to 2006. Other compensation includes amounts paid to Mr. Binninger as a consultant to our company. Mr. Binninger’s bonus for calendar year 2008 will be paid following the closing of the Asset Sale. Mr. Lichtenberger became an executive officer of our company on January 12, 2007. Mr. Lichtenberger has served as Executive Vice President and Chief Operating Officer of Kreido Labs since 1997. The Compensation Committee awarded and paid Mr. Lichtenberger a $50,000 signing bonus and awarded him a year-end bonus equal to 25% of his 2007 base salary for calendar year 2007, of which $15,000 has been paid. No bonus was provided for 2008. The unpaid balance ($32,500) of Mr. Lichtenberger’s 2007 bonus will be paid following the closing of the Asset Sale. Mr. became Philpott Chief

(4)

(5)

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Accounting Officer of the Company in April, 2007 and Chief Financial Officer of the Company in August, 2007. The Compensation Committee awarded Mr. Philpott a yearend bonus equal to 25% of his 2007 base salary for calendar year 2007, of which $15,000 has been paid. Mr. Philpott’s bonus for calendar year 2008 and the unpaid balance ($31,250) of his 2007 bonus will be paid following the closing of the Asset Sale. (6) Mr. Balbien joined Kreido Labs as Chief Executive Officer in November 2006 and served as our Chief Executive Officer until July 27, 2007.

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Outstanding Equity Awards at Fiscal-Year End The following table provides certain information with respect to our Named Executive Officers concerning the exercise of options during 2008 and unexercised options held by them at the end of the year. Option Awards Stock Awards Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) — — — — — — — — — — — Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) — — — — — — — — — — —

Name G.A. Ben Binninger

Number of Securities Underlying Unexercised Options Exercisable (#) 33,848 100,000 25,000 1,250,000 270,781 308,125 271,875 56,250 93,750 75,000 175,000

Equity Incentive Plan Awards: Number of Number of Securities Securities Underlying Underlying Unexercised Unexercised Options Unearned Unexercisable Options (#) (#) — — — — — — 54,375 — 18,750 30,000 50,000 — — — — — —

Market Value of Shares or Number Units of Shares of or Units Stock of Stock That Option That Have Exercise Option Have Not Not Price Expiration Vested Vested ($) Date (#) ($) 0.09 0.44 0.33 0.30 0.09 1.18 0.33 1.20 0.33 0.33 0.15 7/1/09 7/26/17 7/26/17 12/1/17 4/17/10 4/4/17 4/4/17 3/19/17 3/19/17 2/1/18 4/30/18 — — — — — — — 75,0001 — — — — — — — — — — 750 — — —

Philip Lichtenberger

John Philpott

— — — —

(1)

These shares are subject to repurchase by the Company under Mr. Philpott’s employment agreement until April 30, 2009 or earlier under the provision of his employment agreement.

Employment Agreements and Termination of Employment and Change in Control Arrangements G.A. Ben Binninger On December 10, 2007, we entered into an Employment Agreement with G. A. Ben Binninger, our Chief Executive Officer. The term of the agreement is 18 months and the agreement provides that Mr. Binninger’s base salary will be $225,000 per year. Mr. Binninger will be eligible to earn performance-based bonuses of $48,000, $84,000 or $120,000, depending on the achievement of target performance goals for 2008 and 2009, as determined by the Compensation Committee of the Board of Directors. Mr. Binninger will be paid a minimum bonus of $40,000 for calendar year 2008. The agreement also provided for an engagement bonus of $25,000, upon the execution of the agreement.

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Mr. Binninger was granted an option to purchase 1,250,000 shares of our common stock under the 2006 Plan at an exercise price of $0.30 per share, the closing sales price of our common stock on December 10, 2007. Options to purchase 100,000 shares of common stock vested upon execution of the agreement. The remainder of the options vested in eleven equal installments of 100,000 each month beginning January 2008 and ending with November 2008; with the final 50,000 options vesting on December 10, 2008. Had Mr. Binninger’s employment been terminated by us for Cause, by Mr. Binninger without Good Reason or on account of Mr. Binninger’s death or Disability (each capitalized term as defined in the agreement), any unvested options would have expired immediately effective the date of termination or death. If Mr. Binninger’s employment is terminated following a Change of Control (as defined in the agreement), by us without Cause or by Mr. Binninger for Good Reason, any unvested options will immediately vest and become exercisable effective the date of termination of employment. Mr. Binninger was also granted 100,000 shares of restricted common stock under the 2006 Plan, which is subject to repurchase by the Company at the price of $0.01 per share should Mr. Binninger not be employed by us through the term of the Agreement other than due to: (1) his death or Disability; (2) the termination of his employment by us without Cause; or (3) the termination of his employment by Mr. Binninger for Good Reason. Philip Lichtenberger On April 4, 2007, we entered into an Employment Agreement with Philip Lichtenberger, our Senior Vice President of Operations who was appointed Chief Operating Officer on July 27, 2007. The initial term of the agreement is two years, with ninety days notice required for renewal. The agreement provides that Mr. Lichtenberger’s base salary will currently be $195,000 per year. Mr. Lichtenberger will be eligible to earn performance based bonuses ranging from 20% to 50% of his base salary as determined by the Compensation Committee of the Board of Directors. The agreement also provided for a bonus of $50,000 for his service to our subsidiary, Kreido Laboratories, in 2006 and payment of any unused vacation pay. Mr. Lichtenberger has been notified that his Employment Agreement will not be renewed. Mr. Lichtenberger was granted an option to purchase 580,000 shares of our common stock under the 2006 Plan at an exercise price of $1.18 per share on April 3, 2007. On February 1, 2008, the Company reduced the exercise price to $0.33 per share for those option shares that had not yet vested as of that date, which were 271,875 shares. Upon execution of the agreement 145,000 shares of common stock vested and the remainder of the options vest in eight equal installments of 54,375 each per calendar quarter beginning with the calendar quarter ending on June 30, 2007. If we terminate Mr. Lichtenberger’s employment in connection with a Change of Control or without Cause, or if Mr. Lichtenberger terminates his employment for Good Reason (each capitalized term as defined in the agreement), one half of all unvested options will immediately vest and the option term will continue for five years from the date of termination of employment. If we terminate Mr. Lichtenberger’s employment for Cause, all unvested options shall immediately expire and vested but unexercised options will expire 30 days after the date of termination. If Mr. Lichtenberger terminates his employment without Good Reason, all unvested options shall immediately expire and the term of vested but unexercised options will expire five years after the date of grant. If Mr. Lichtenberger’s employment is terminated on account of death or Disability (as defined in the agreement), all unvested options shall immediately expire and the term of vested but unexercised options will expire one year after the date of termination. Mr. Lichtenberger has also entered into a Lock-Up Agreement which contains limits as to when Mr. Lichtenberger may sell the shares underlying the options.

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Should Mr. Lichtenberger’s employment be terminated by us for Cause or by Mr. Lichtenberger without Good Reason, he shall receive a lump sum cash payment equal to the sum of any accrued but unpaid base salary as of the date of termination and earned benefits under any of the our benefit plans. If Mr. Lichtenberger’s employment is terminated by us without Cause or by Mr. Lichtenberger for Good Reason, he shall receive a lump sum cash payment equal to the sum of his accrued base salary, earned bonus and severance pay for twelve months of base salary. John Philpott On April 30, 2008 we entered into a new Executive Employment Agreement with Mr. Philpott. The term of the agreement is 12 months and the agreement provides that Mr. Philpott’s base salary will be $195,000 per year. Mr. Philpott will be eligible to earn performance-based bonuses of between $39,000 and $97,500 depending on the achievement of target performance goals for 2008 and 2009, as determined by the Compensation Committee of the Board of Directors. Mr. Philpott, will be paid a minimum bonus of $39,000 for 2008. In continuation of our commitment to Mr. Philpott, we will reimburse to him $25,000 of tuition and expenses for the MBA program that he completed in June 2008, which will be accumulated at $2,083 per month. Mr. Philpott was granted an option to purchase 175,000 shares of our common stock under the 2006 Plan at an exercise price of approximately $0.15 per share, the closing sales price of our common stock on April 30, 2008. Options to purchase 25,000 shares of common stock vested upon execution of the agreement. The remainder of the options vest in 12 equal installments of 12,500 each month beginning May, 2008 and ending with April 2009. Should Mr. Philpott’s employment be terminated by us for Cause, by Mr. Philpott without Good Reason or on account of Mr. Philpott’s death or Disability (each capitalized term as defined in the agreement), all unvested options shall expire immediately effective the date of termination or death. If Mr. Philpott’s employment is terminated following a Change of Control (as defined in the agreement) by us Without Cause or by Mr. Philpott for Good Reason, all unvested options shall immediately vest and become exercisable effective the date of termination of employment. Mr. Philpott was also granted 75,000 shares of restricted common stock under the 2006 Plan, which is subject to repurchase by the Company at the price of $0.01 per share should Mr. Philpott not be employed by us through the term of the Agreement other than due to: (1) his death or Disability; (2) the termination of his employment by us Without Cause; or (3) the termination of his employment by Mr. Philpott for Good Reason. Insurance and Indemnity We have purchased and currently maintain directors and officers liability insurance in the amount of $1,000,000 covering our officers and directors. The policy has a term of 12 months beginning January 12, 2009. Additionally, we purchased $5,000,000 of directors and officers liability insurance covering Kreido for occurrences that happened prior to January 12, 2009 for a period of 3 years and purchased $5,000,000 of directors and officers liability insurance which covers the individual directors and officers for occurrences that happened prior to January 12, 2009 for a period of 6 years. We have entered into Indemnity Agreements with each of our officers and directors that assures those individuals with indemnification and defense cost reimbursement protection to the fullest extent permitted by Nevada law. We believe that providing full indemnity protection is necessary to attract and retain qualified executives and board members.

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Director Compensation Fees Earned or Paid in Cash ($) 72,500 26,500 26,000 27,000 28,500 Non-Qualified Deferred Compensation Earnings ($) — — — — —

Name Betsy Wood Knapp David Mandel David Nazarian Richard Redoglia Murli Tolaney

Stock Awards ($) — — — — —

Option Awards ($) 15,115 11,198 11,198 8,290 8,290

Non-Equity Incentive Plan Compensation ($) — — — — —

All Other Compensation ($) — — — — —

Total ($) 87,615 37,698 37,198 35,290 36,790

Pursuant to our Outside Director Compensation Program adopted in 2007, our outside directors receive an (i) annual cash retainer of $20,000, payable quarterly, for service on the board, (ii) $1,000 for each board meeting and $500 for each committee meeting attended in person, and (iii) $500 for each board meeting and $250 committee meeting attended telephonically. Fees paid to directors for attending meetings may not exceed $1,000 if multiple meetings are attended in person on a given day. We reimburse all of our directors for the expenses they incur in connection with attending board and committee meetings. In addition, each outside director is (x) granted 2,500 shares of our common stock upon his or her first election or appointment and (y) receives annual option grants to purchase 25,000 shares of our common stock on October 15 of each calendar year beginning October 15, 2007. The number of shares of common stock included in an annual option grant will be reduced by the number of shares of common stock included in option grants to the applicable outside director, in any capacity, within the 12 months preceding the October 15th grant date. Options granted to outside directors under the Outside Director Compensation Program will vest in two equal installments of six months each, provided that the outside director is serving as a director of our company on the vesting date. Options will be granted at the closing bid price on our common stock on the date of grant and will have terms of 10 years from the date of grant. Outside director options will be granted from the shares reserved for issuance under our 2006 Equity Incentive Plan. The Chairperson of the Board of Directors receives an annual cash retainer of $60,000 payable quarterly. In 2008 the Directors acted to defer receiving cash fees for attending board and committee meetings. At February 6, 2009, Kreido was indebted to its directors as a group in that aggregate amount of $180,500 for 2008 board fees which amount will be paid as soon as possible after the Asset Sale is closed.

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Compensation Discussion and Analysis Elements of our executive compensation program Our executive compensation currently consists solely of base salary, performance bonuses and participation in benefits programs such as medical benefits programs. We have also granted equity awards to our executive officers typically upon the commencement of their employment with the company or the execution or extension of their employment agreements. The initial cash compensation of our executive officers was determined through direct negotiations with the individual officers. The total compensation for our executives that is reflected in the summary compensation table above consists principally of their base salary, bonuses and equity compensation. We determined the specific amounts of compensation to be paid to our executive officers based upon the following factors: • • • • The roles and responsibilities of our executives; The individual experience and skills of, and expected contributions from, our executives; The negotiations relating to the hiring of our executives; and The amounts of compensation being paid to our other executives.

Our Chief Executive Officer considers each of these factors, as well as any other factors he may determine are relevant at the time, in his discretion, in determining the amount of cash and equity compensation to recommend to our Compensation Committee in connection with the awarding of compensation to executive officers. As a matter of corporate policy, no hiring, firing or compensation decisions relating to a corporate officer may be made and no equity or equity-linked compensation may be awarded to any employee, without the prior approval of our Board of Directors or its compensation committee. G. A. Ben Binninger accepted the position of interim Chief Executive Officer of Kreido on July 27, 2007 following the resignation of Dr. Joel Balbien from that position and accepted the permanent position of Chief Executive Officer in December, 2007. Mr. Binninger’s annual salary was established through direct negotiations between he and the Compensation Committee and was based upon the Compensation Committee’s determination of a reasonable annual salary plus a minimum annual bonus and performance bonuses to be paid based on achievement of goals as determined by the Compensation Committee. So that Mr. Binninger could be better aligned with the economic interests of our stockholders, we granted Mr. Binninger shares of restricted stock and stock option that would vest over the term of his employment agreement. We believe that the 10 year term of the option is typical of options awarded to Chief Executive Officers of other public companies comparable in stage of development to Kreido. The vesting of the option was the result of negotiations between he and the Compensation Committee.

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Annual cash compensation Base Salary We pay base salaries that are competitive with similar positions in the independent energy sector and that provide for equitable compensation among executives of our company. Our Chief Executive Officer recommends initial base salaries, and our Compensation Committee considers and approves base salaries based upon the elements of our compensation program outlined above. Through calendar year 2008, base salaries of all employees, including executive offices, were reviewed annually or within 30 days of the scheduled expiration date of an executive officer’s employment agreement. Our Chief Executive Officer’s salary will be reviewed by our Compensation Committee within 30 days of the expiration date of his employment agreement. We expect all salary reviews to consist of detailed performance-based evaluations. We have adhered to the belief that a competitive base salary is a necessary element of any compensation program designed to attract and retain talented and experienced executives. Cash incentive bonuses In 2008, we considered the award of cash bonuses to all employees, including our executive officers. We established target bonuses for our executive officers, which took into account each executive officer’s annual salary. Actual payment of bonuses will be subject to the approval of the Compensation Committee, in its discretion. Bonuses for calendar year 2007 to executive officers other than Mr. Binninger, who was not qualified for a 2007 cash bonus, were paid in part in the first quarter of 2008 and the balances were deferred pending the completion of a capital raise, which did not occur. The remaining balance of 2007 bonuses and minimum contractually provided bonuses for 2008 to the three remaining officers of Kreido Biofuels will be paid following the closing of the Asset Sale. Equity incentive compensation All of our executive officers were granted stock options under one or both of the Company’s incentive compensation plans. Upon the renewal of his employment agreement, in 2008 we granted shares of restricted stock to our Chief Financial Officer. In 2008 we reset the exercise price of our unvested stock options held by our continuing employees, based upon discussion with the Chief Executive Officer and with the unanimous approval of our Compensation Committee. Our goal was to retain our management and administrative team through an intended capital raise. We believe that it is important the executive officers have an opportunity to acquire equity positions in their employers commensurate to their positions in the employer. Other compensation General benefits All of our executive officers are eligible for benefits offered to employees generally, including life, health and disability insurance. These benefits are designed to provide an array of support to employees and their families and are provided to all employees regardless of their individual performance levels.

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Perquisites We do not believe it is necessary for the attraction or retention of management talent to provide our executive officers with a substantial amount of compensation in the form of perquisites. In 2007 and 2008 we did not provide any perquisites to our executive officers. Relocation and education expenses We offered reimbursement of relocation expenses to our officers from time to time. We encouraged our executive officers to continue their formal education and reimbursed our Chief Financial Officer for a portion of the cost of his M.B.A. degree. Role of executives in executive compensation decisions Executive officer salaries have been, and will be, subject to approval of the Board of Directors or our Compensation Committee. In determining the compensation for our executive officers, our Compensation Committee will consider the results of the annual reviews of our executive officers conducted by our Chief Executive Officer. Our Chairperson will also provide input to the Board of Directors and the compensation committee based on discussions with the Chief Executive Officer and his review of company performance. STOCKHOLDER PROPOSALS; OUTSIDE AUDITOR Although Kreido Biofuels is not subject to the Securities and Exchange Commission proxy rules, we are willing to consider proper proposals from eligible stockholders. An eligible stockholder is a person who has held shares of Kreido Biofuels stock having a market value of $2,000 or more or representing 1% or more of the outstanding shares for more than 12 months before submission of the stockholder proposal and at the time of the meeting. To be considered as a proper stockholder proposal for our next annual meeting of stockholders, the proposal must be made by an eligible stockholder in proper form no later than October 21, 2009. Our outside auditor for calendar year 2008 is Vasquez & Company LLP, Los Angeles, California. It served in the same capacity for Kreido for calendar year 2007 and for Kreido Laboratories for calendar year 2006. The outside auditor is appointed by the Audit Committee. The audit of our financial statements for calendar year 2008 is ongoing. We do not expect a representative of Vasquez & Company LLP to attend or make a statement at our meeting, or be available to respond to appropriate questions. Information regarding 2007 and 2008 audit, audit-related, tax and other fees will be provided to interested stockholders upon request. HOUSEHOLDING OF PROXY STATEMENT The Securities and Exchange Commission has adopted rules that permit companies and intermediaries (such as brokers) to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, known as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a number of brokers with customers who are our stockholders will be “householding” our proxy materials unless contrary instructions have been received from the customers. We will promptly deliver, upon oral or written request, a separate copy of this proxy statement to any stockholder sharing an address to which only one copy was mailed. Requests for additional copies should be directed to Investor Relations at Kreido Biofuels, Inc., 1070 Flynn Road, Camarillo CA 93012, or by telephone at (805) 389-3499.

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Once a stockholder has received notice from his or her broker that the broker will be “householding” communications to the stockholder’s address, “householding” will continue until the broker is notified otherwise or until the stockholder revokes his or her consent. If, at any time, a stockholder no longer wishes to participate in “householding” and would prefer to receive separate copies of this proxy statement, the stockholder should so notify his or her broker. Any stockholder who currently receives multiple copies of a proxy statement and annual report at his or her address and would like to request “householding” of communications should contact his or her broker or, if shares are registered in the stockholder’s name, our Investor Relations at the address or telephone number provided above. WHERE YOU CAN FIND ADDITIONAL INFORMATION Kreido Biofuels and Four Rivers file annual, quarterly and current reports and other information with the Securities and Exchange Commission. You may read and copy any reports, proxy statements or other information that we and Four Rivers file with the Securities and Exchange Commission at the following location of the Securities and Exchange Commission: Public Reference Room 100 F Street, N.W. Washington, D.C. 20549 Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms. You may also obtain copies of this information by mail from the Public Reference Section of the Securities and Exchange Commission, 100 F Street, N.W., Washington, D.C. 20549, at prescribed rates. Kreido Biofuels’ and Four Rivers’ public filings are also available to the public from document retrieval services and the Internet website maintained by the Securities and Exchange Commission at www.sec.gov. Any person, including any beneficial owner, to whom this proxy statement is delivered may request copies of reports, proxy statements or other information concerning us, without charge, by written or telephonic request (805) 389-3499, directed to us at Kreido Biofuels, Inc., 1070 Flynn Road, Camarillo CA 93012, Attention: John Philpott. If you would like to request documents, please do so by March 2, 2009 in order to receive them before the stockholders meeting. No persons have been authorized to give any information or to make any representations other than those contained in this proxy statement and, if given or made, such information or representations must not be relied upon as having been authorized by us or any other person. This proxy statement is dated February 18, 2009. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders shall not create any implication to the contrary.

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PROXY

KREIDO BIOFUELS, INC. Annual Meeting of Stockholders, March 4, 2009 This Proxy is Solicited on Behalf of the Board of Directors of Kreido Biofuels, Inc.

PROXY

A complete set of proxy materials relating to our annual meeting is available on the Internet. These materials, consisting of the Notice of Annual Meeting, Proxy Statement, Proxy Card as well as the Asset Purchase Agreement and Four Rivers BioEnergy, Inc. 2008 Annual Report on Form 10-K may be viewed at www.transferonline.com/KRBF. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders to be held March 4, 2009 and access to the Proxy Statement, and appoints G.A. Ben Binninger and John Philpott, voting together or if only one is present ,then each of them acting alone, the Proxy of the undersigned, with full power of substitution, to vote all shares of Common Stock of Kreido Biofuels, Inc. (the “Company”) which the undersigned is entitled to vote, either on his or her own behalf or on behalf of any entity or entities, at the Annual Meeting of Stockholders of the Company to be held on March 4, 2009 and at any adjournment(s) or postponement(s) thereof, with the same force and effect as the undersigned might or could do if personally present thereat. THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS HEREIN SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED FOR PROPOSALS 1 THROUGH 3 BELOW.

VOTE BY INTERNET — www.transferonline.com/proxy Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Pacific Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow these instructions: Your Proxy ID is: 214 Your Authorization Code is: Instructions for voting electronically: 1. 2. 3. 4. 5. Go to www.transferonline.com/proxy Enter your Proxy ID and Authorization Code Press Continue Make your selections Press Vote Now

VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope as soon as possible. CONTINUED AND TO BE SIGNED ON REVERSE SIDE

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A vote FOR the following proposals is recommended by the Board of Directors: 1. To approve the Asset Purchase Agreement, dated as of January 28, 2009, among the Company, Kreido Laboratories, a California corporation, and Four Rivers BioEnergy Inc., a Nevada corporation, and The Four Rivers BioEnergy Company, Inc., a Kentucky corporation, and the transactions therein: o 2. FOR o AGAINST o ABSTAIN

To elect four directors of the Company to serve until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified: o FOR ALL NOMINEES* o WITHHOLD AUTHORITY FOR ALL NOMINEES* Betsy Wood Knapp David Mandel David Nazarian

Nominees:

G.A. Ben Binninger

*Instructions: To withhold authority to vote for any individual nominee, while voting for the others, line through or otherwise strike out the name of the nominee(s) for whom authority is withheld. 3. To adjourn the meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Asset Purchase Agreement: o 4. FOR o AGAINST o ABSTAIN

In accordance with the discretion of the proxy holders, to act upon all matters incident to the conduct of the meeting and upon other matters as may properly come before the meeting.

This Proxy, when properly executed, will be voted as specified above. If no specification is made, this proxy will be voted FOR approval of the Asset Purchase Agreement, FOR the election of the directors listed above, and FOR each of the other proposals. Please print the name(s) appearing on each share certificate(s) over which you have voting authority: Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by authorized officer, giving full title. If a partnership, please sign in partnership name by authorized person, giving full title.

(Print name(s) on certificate)

Please sign your name(s) (Authorized Signature(s)) Date: This Proxy must be signed and dated to be valid.

44 Exhibit 99.2 EXECUTION VERSION

ASSET PURCHASE AGREEMENT dated as of January 28, 2009 by and between KREIDO BIOFUELS, INC., a Nevada corporation (“Kreido”) And KREIDO LABORATORIES a California corporation

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(“Kreido Laboratories,” and together with Kreido, “Seller”) and FOUR RIVERS BIOENERGY INC., a Nevada corporation (“FRB”) And The Four Rivers BioEnergy Company Inc., A Kentucky corporation (“FRB Sub” and together with FRB, “Buyer”)

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ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of January 28, 2009 (the “Signing Date”), is made by and between KREIDO BIOFUELS, INC., a Nevada corporation (“Kreido”), KREIDO LABORATORIES, a California corporation that is a wholly owned subsidiary of Kreido (“Kreido Labs,” and together with Kreido, “Seller”), and FOUR RIVERS BIOENERGY INC., a Nevada corporation (“FRB”) and The Four Rivers BioEnergy Company, Inc., a Kentucky corporation (“FRB Sub” and together with FRB, the “Buyer”). R E C I T A L S: A. Seller is engaged in the business of developing bio-diesel production plants designed to use Seller’s STT® Reactor and related Registered IP and Unregistered IP (the “Business”). B. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, assets associated with the Business, subject to and upon the terms and conditions contained in this Agreement which Buyer intends to use to construct and operate one or more bio-diesel production, chemical, pharmaceutical and related bio-energy plants. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 PURCHASE AND SALE OF ASSETS 1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller shall sell, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Purchased Assets (as defined in Section 1.2), free and clear of all, claims, liens, mortgages, pledges, contractual restrictions, security interests and encumbrances of any nature, kind or description whatsoever (collectively “Encumbrances”). 1.2 Purchased Assets. As used herein, the term “Purchased Assets” shall mean the properties, assets and rights of Seller wherever, whether real, personal, or mixed, or tangible or intangible, listed on Schedule 1.2 (a) (“Physical Purchased Assets”), on Schedule 1.2(b) (“Registered IP” and “Unregistered IP”) and on Schedule 1.2(c) (“Assumed Contracts”) other than the Excluded Assets. The Purchased Assets shall also include: (i) all insurance proceeds and rights thereto derived from loss, damage or destruction of or to any of the Physical Purchased Assets after the Closing, and prior to the Closing, to the extent not utilized prior to the Closing to repair or replace the insured items; and (ii) any rights which Seller may have against any of its suppliers or vendors under express or implied warranties, to the extent assignable, relating to the Physical Purchased Assets or any right to receive any reimbursement or indemnification in respect thereof.

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1.3 Excluded Assets. The Purchased Assets shall not include the following assets of Seller (collectively, the “Excluded Assets”), which Seller shall specifically retain: (a) Seller’s corporate minute book, stock records, warrant records, stock option grant records and corporate seal; (b) all cash on hand; (c) all of Seller’s rights relating to any insurance policy or insurance contract (except as and to the extent provided in Section 1.2(ii) hereof) maintained by Seller to the extent not accepted by and assigned to Buyer; (d) the Lease between Seller and Acaso Investments, LLC regarding the facility (“Building”) located at 1070 Flynn Road in Camarillo, California (the “Building Lease”); (e) all leasehold improvements, selected office and conference room furniture, fixtures and equipment, manufacturing equipment (including, without limitation the overhead crane and overhead fans), office supplies, laptop and desk top computers and servers, and telephone and telecommunications equipment and systems located at the Building used by the Chief Executive Officer, Chief Financial Officer and controller of Kreido but excluding the AutoCad computer, printer, engineering data and AutoCad software which shall be part of the Purchased Assets; (f) any feedstock inventory; (g) any receivables of the Seller, as of the Closing Date; (h) all books of account, records (including, without limitation, financial records, employment records, and SEC filing records), files, telephone numbers, facsimile numbers, internet addresses, web pages, e-mail accounts, any similar data and intellectual property, except to the extent directly associated with or included in the Purchased Assets; (i) prepaid expenses and security deposits, except to the extent directly associated with or included in the Purchased Assets; and (j) all rights, title and interest in and to claims made by Kreido in the matter known as United States Securities and Exchange Commission v. Louis Zehil, et. al. 07 Civ 1439 (LAP). 1.4 Assumption of Certain Liabilities and Obligations. As partial consideration for Seller’s sale of the Purchased Assets to Buyer and subject to the provisions of Section 1.5 below, Buyer hereby assumes the liabilities and obligations (the “Assumed Liabilities”) and Encumbrances all as listed on Schedule 1.4 hereto and/or obligation arising as of the Closing date under the Assumed Contracts (the “Assumed Contracts”).

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1.5 No Assumption of Excluded Liabilities. Buyer does not assume or take or shall become subject to any claims, debts, commitments, liabilities or obligations of Seller whatsoever whether arising prior to, on or after the Closing Date, which are not expressly assumed pursuant to Section 1.4 and which shall remain the sole obligation of Seller. Without limiting the generality of the foregoing, “Excluded Liabilities” includes, but not limited to: (a) all Taxes (defined in Section 3.10), including those arising in connection with the purchase and sale of the Purchased Assets, (b) accounts payable, (c) accrued expenses, including employment termination expenses, severance obligations and accrued vacation pay, (d) the Building Lease, (e) any liabilities arising from environmental matters, (f) indemnification obligations, (g) any liabilities, fines or penalties for violations of laws, (h) costs and expenses associated with the negotiation and consummation of the transactions contemplated herein, (i) claims relating to the Excluded Assets, (j) loans payable, (k) indebtedness to employees (including benefit plans) and shareholders, and (l) broker’s fees. 1.6 Closing. The consummation of the transactions contemplated in this Agreement (the “Closing”) shall take place at the offices of Golenbock Eiseman Assor Bell & Peskoe LLP, 437 Madison Avenue, New York, New York 10022, at 10:00 a.m. EST on February 27, 2009, or on March 15, 2009 if so requested by Seller in writing on or before February 25, 2009, or such earlier date and at such other time as the parties mutually agree in writing (the “Closing Date”), but in no event shall Closing occur later than the fifth business day after fulfillment or waiver of all the conditions set forth under Articles 6 and 7 hereof, unless otherwise agreed to by the parties. 1.7 Discharge and Release of Encumbrances. No later than three (3) days prior to the Closing, Seller shall deliver to Buyer a schedule (the “CFO Certificate”), duly certified by the Chief Financial Officer of the Seller setting forth all outstanding amounts due to the holders of the Encumbrances (the “Lienholders”), and shall deliver to Buyer, in such detail as shall be reasonably acceptable to Buyer, such relevant information available to Seller on which the calculations reflected in the CFO Certificate are based together with wire information for each such Lienholder to whom payment is to be made at the Closing. In furtherance of the foregoing, Seller agrees that Buyer shall, on behalf of the Seller, pay or cause to be paid from the cash portion of the Purchase Price amounts required to be paid to the Lienholders on the Closing Date in excess of the Assumed Liabilities and in accordance with the CFO Certificate and Schedule 7.9 hereof.

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1.8 Physical Purchased Assets. (a) Notwithstanding anything to the contrary in this Agreement, no later than five (5) Business Days after the date hereof, Seller shall cause all vendors or other parties that are in possession of the Physical Purchased Assets to deliver to Seller, for the benefit of Buyer, written communication substantially with the content of the form attached as Exhibit F-1 or other similar evidence reasonably satisfactory to Buyer, provided, however, that “evidence reasonable satisfactory”: (i) with respect to the Physical Purchased Assets located at Foothills Biodiesel in Lenoir, NC and the EPA Laboratories in Cincinnati, OH shall mean a delivery by Kreido copy of a letter attached as Exhibit F-2 hereof and the absence of any reply that would negate any of the statements of said letter; and (ii) with respect to the Physical Purchased Assets located at the Port of Wilmington, NC, a written confirmation substantially similar to the form attached as Exhibit F-1, after due inspection to take place no later than the fifth Business Day of the date hereof, to be delivered by a person jointly designated by Buyer and Seller. (b) In the event that: (i) such party is unable to deliver such certificate since any Physical Purchased Asset has been stolen, destroyed or substantially damaged; and (ii) any such Physical Purchased Asset is not covered by insurance or the right to obtain insurance proceeds which may be assigned to Buyer, then Buyer shall not be under any obligation to purchase such asset, and the portion of the Purchase Price referred to in Section 2.1(b) shall be reduced in a like amount. The value of such Purchase Price reduction shall be determined jointly by Seller and Buyer in accordance with the principles set forth in Section 2.2 no later than three (3) business days prior to the Closing Date. 1.9 Post Closing Inspection and Refund Rights. The Buyer shall, for a period of thirty (30) calendar days following the Closing Date have the opportunity to physically re-inspect the Physical Purchased Assets and in which to deliver to Seller an instrument in writing setting forth any claims by Buyer that any of the Physical Purchased Assets has been stolen, destroyed or materially damaged, specifically identifying therein such affected Physical Purchased Assets and the facts supporting Buyer’s claims. Within seven (7) days of the delivery of such claims, Seller shall respond in writing to those of Buyer’s claims to which it disputes, setting forth the reasons for such dispute. Within five (5) days thereafter, the Buyer and Seller shall meet (with the party in possession or responsible for possession of the affected Physical Purchased Assets, if necessary) to resolve in good faith the disputed claims and for Buyer and Seller to jointly determine in good faith the value of any such stolen, destroyed or materially damaged Physical Purchased Asset (in accordance with the principles set forth in Section 2.2). Buyer and Seller shall also determine whether any claims for insurance or warranty coverage may be made with respect to any stolen, destroyed or materially damaged Physical Purchased Property that is the subject of Buyer’s claim, and Seller shall refund to Buyer an amount equal to the agreed upon value of the stolen, destroyed or materially damaged Physical Purchased Assets net of the projected amount to be recovered from insurance and warranty claims; provided , however, that in no event shall the amount of the refund from Seller to Buyer exceed $300,000.00 in the aggregate. If any insurance or warranty claim shall be definitively rejected in its entirety (as opposed to taking under reservation) by the insurer or warrantor within 60 days following the Closing, then subject to the aggregate limit provided above, Seller shall refund to Buyer the projected amount of the insurance or warranty claim. If an insurance or warranty claim made hereunder shall be definitively rejected in its entirety after said 60-day period, Seller shall compensate Buyer the cash amount above, subject to the aggregate limit provided above pursuant to the indemnity rights of Buyer under Article 8 of this Agreement. Except as otherwise specifically provided in this Section 1.9, this Section is in lieu of any indemnification rights of Buyer under Article 8 of this Agreement with respect to any claims that any of the Physical Purchased Assets were stolen, destroyed or materially damaged.

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ARTICLE 2 CONSIDERATION AND PAYMENT TERMS 2.1 Purchase Price and Manner of Payment. The aggregate consideration to be paid to Seller by Buyer for the Purchased Assets (the “Purchase Price”) shall be as follows: (a) Concurrent with the execution and delivery of this Agreement, Buyer shall make a loan in an aggregate amount of $100,000 to Seller against the delivery and execution by Seller of a promissory note (the “Note”) and a Security Agreement (the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to Buyer. (b) Upon the notice of the Escrow Agent that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released in accordance with the provisions of Section 9 hereof. (c) On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stock. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

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2.2 Valuation and Purchase Price Allocation. At the Closing, Buyer and Seller shall agree upon the value of the Purchase Price based, in part upon the bid price of FRB common stock at the close of business on the day immediately preceding the Closing Date traded in the OTCBB market. The FRB Warrant shall be valued using the Black Scholes method of valuation using the same risk free interest rate and volatility factor most recently applied by FRB in valuing other warrants granted by in for audited financial statement purposes. The Purchase Price shall be allocated among the Purchased Assets in the manner required by Section 1060 of the Internal Revenue Code of 1986, as amended, as shown on an allocation schedule to be provided by Buyer to Seller as soon as practicable after the Closing Date. After the Closing, the parties will make consistent use of the allocations set forth in such allocation schedule for all purposes, including for purposes of any tax returns and any forms or reports required to be filed pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended (including Internal Revenue Service Form 8594), or any comparable provision of state, local or foreign law. As soon as practicable after the Closing Date, Buyer will prepare and deliver to Seller Internal Revenue Service Form 8594 to be filed with the Internal Revenue Service. Any subsequent adjustment to the Purchase Price will be allocated in accordance with Section 1060 of said Code. Buyer and Seller agree that the form of the transactions, the consideration provided for in this Agreement and the allocation of the Purchase Price are provided above were arrived at on the basis of arm’s length negotiation between Buyer and Seller, and shall be respected by each of them and their respective Affiliates for federal, state, local and other tax reporting purposes and that none of them will assert or maintain a position inconsistent with the foregoing. ARTICLE 3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER Seller represents, warrants and covenants to Buyer currently and as of the Closing Date as follows: 3.1 Organization and Standing. (a) Kreido is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Kreido has full power and authority to conduct its business as it is presently being conducted and to own, lease and operate its properties and assets and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties or conduct of its business requires such qualification. A complete and correct copy of its certificate of incorporation and bylaws as amended to date are filed as exhibits to periodic reports and registration statements filed by Kreido with the SEC (“Kreido SEC Filings”). Such certificate of incorporation and bylaws are in full force and effect. Kreido is qualified to do business as a foreign corporation is the State of California. None of the material operations of the Business has been conducted through any direct or indirect subsidiary of Kreido or any direct or indirect shareholder or Affiliate of Kreido other than Kreido Labs and Kreido Wilmington, LLC, a Delaware limited liability company.

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(b) Kreido has two classes of equity securities authorized: Preferred stock of which zero shares are designated, issued and outstanding; and common stock of which 52,720,992 shares are issued and outstanding. The Kreido Warrants represent the right to purchase a total of 18,498,519 shares of Kreido common stock at an exercise price of $1.85 per share at any time on or before January 12, 2012. There are issued and outstanding options to purchase 3,289,952 shares of Kreido common stock at purchase prices ranging from $0.004 to $1.20 per share and other warrants to purchase 437,355 shares of Kreido common stock at prices ranging from $0.09 to $0.89 per share. Except as set forth on Schedule 3.1, Kreido has no form of plan or any other agreement for the issuance of any securities or payment of money, including any form of anti-takeover mechanism whether by statute, certificate of incorporation, by-law or agreement, that is or may be triggered by its consideration or signing of this Agreement. (c) Kreido Labs is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Kreido Labs has full power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets and conduct its Business and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties or conduct of its business requires such qualification. A complete and correct copy of its certificate of incorporation and bylaws as amended to date has been delivered to Buyer. Such certificate of incorporation and bylaws so delivered are in full force and effect. Kreido Labs is not qualified to do business as a foreign corporation in any State. None of the material operations of the Business has been conducted through any direct or indirect subsidiary of Kreido Labs. (d) Kreido Labs has two classes of equity securities authorized: Preferred stock of which zero shares are currently issued and outstanding, and common stock of which 100 shares are issued and outstanding and held of record and beneficially by Kreido. Kreido Labs has no form of plan or any other agreement for the issuance of any securities or payment of money, including any form of anti-takeover mechanism whether by statute, certificate of incorporation, by-law or agreement, that is or may be triggered by its consideration or signing of this Agreement. 3.2 No Restrictions; Authorization; Binding Effect. Except as set forth in Schedule 3.2, Seller is not subject to any restriction, agreement, law, rule, regulation, ordinance, code, writ, injunction, award, judgment or decree which would prohibit or be violated by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Seller has all necessary power and authority to consummate the transactions contemplated herein. Seller has all necessary corporate power and authority and, subject to obtaining Kreido shareholder approval, has taken all corporate action necessary to execute and deliver this Agreement and the instruments, documents and agreements to be executed and delivered pursuant hereto by Seller (the “Seller Documents”) to consummate the transactions contemplated by this Agreement and to perform Seller’s obligations under this Agreement. Other than obtaining approval of the Kreido shareholders, the execution, delivery and performance by Seller of this Agreement and the other Seller Documents executed and delivered by Seller and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly and validly adopted and approved by the board of directors of Seller. Upon receipt of the approval of the Agreement and the transactions contemplated herein by the holders of more than 50% of Kreido common stock issued and outstanding and entitled to vote no other corporate proceedings on the part of Seller shall be necessary to authorize the performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby and, at the Closing Date, this Agreement will have been duly authorized by all necessary corporate and shareholder action on the part of Kreido, and this Agreement and each of the Seller Documents hereto will have been duly executed and delivered by Seller and will constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

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3.3 Title to Purchased Assets. Set forth on Schedule 1.2(a), Schedule 1.2(b) and Schedule 1.2(c) is a true, correct and complete list of the Purchased Assets and the location of the Physical Purchased Assets. Upon payment by Seller to certain vendors (as listed on Schedule 3.3(a) hereto) in possession of certain of the Purchased Assets of release payments thereto, Seller will have good and marketable title to all Purchased Assets. The release payments to vendors will not exceed the cash portion of the Purchase Price. Except for the Encumbrances identified on Schedule 1.4, at the Closing Date, the Purchased Assets will be transferred to FRB Sub upon payment therefor, free and clear of all Encumbrances. Except as modified by the provisions of Section 1.8 and Section 1.9, the Physical Purchased Assets shall be transferred to FRB Sub AS IS and WHERE IS in their present condition and without any warranty whatsoever as to the quality, fitness or condition thereof. 3.4 Contracts. Schedule 3.4 hereto is a true, correct and complete list of all written contracts, agreements, commitments or arrangements (“Contract”) to which Seller, is a party that are material to the Business or/and by which any Purchased Assets are bound: (a) which contains covenants or other provisions concerning confidentiality or limiting Seller’s right to compete in any line of business or with any person or in any area; (b) which relates to any distribution, marketing or sale of any Purchased Assets or any product by Seller with any individual or entity providing services to Seller; (c) involving any remaining or unsatisfied obligation of Seller to purchase vehicles, equipment, leasehold improvements, materials, supplies, or goods in the nature of inventory; (d) between Seller and any director, officer, employee or principal shareholder of Seller, or any such person’s family, or any corporation, partnership, trust or other entity in which such person has an interest as a shareholder, officer, director, member, manager, trustee or partner; (e) which contains any obligation to acquire or dispose of any property or asset, other than in the ordinary course of business; (f) which relates to the licensing or other acquisition of rights to any technology or intellectual property of a third party, any new product or to the development of any new product; (g) any contracts or commitments not made in the ordinary course of the business; and (h) any leases.

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Except as set forth on Schedule 3.4 hereto, all Contracts are valid and binding obligations of Seller and to Seller’s knowledge the other parties thereto, and are in full force and effect and, enforceable in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies. Except as set forth in Schedule 3.4, neither Seller nor to Seller’s knowledge, any other party to any Contract is in default in the payment of any obligation under, or in the performance of any material covenant or material obligation to be performed by it pursuant to, any Contract. The execution and delivery of this Agreement and any documents to be delivered pursuant hereto and Seller’s performance of their obligations under this Agreement and such other documents, will not conflict with or breach any of the provisions of, or constitute a default (with or without notice or lapse of time, or both) under, or accelerate any indebtedness as due under, or give rise to any other rights or obligation under, any Contract, agreement, mortgage, indenture, lease, permit or other instrument relating to the Business to which Seller is a party or by which Seller is bound Except as set forth in Schedule 3.4 hereto, there have been no oral or written modifications of, or amendments or waivers with respect to, any of the terms of any of the Contracts. Seller shall indicate on Schedule 3.4 those Contracts that will be Assumed Contracts at the Closing. Except as set forth on Schedule 3.4, each of the Assumed Contracts and Assumed Liabilities may be assigned by Seller to Buyer without the approval or consent of the other party to such Assumed Contract or Assumed Liability. 3.5 Licenses and Permits. Schedule 3.5 hereto lists all governmental licenses and permits related to the Purchased Assets held by Seller and indicates such licenses and permits that are included in the Purchased Assets. Except as indicated on Schedule 3.5, Seller is the owner of such governmental licenses and permits included in the Purchased Assets. No proceeding is pending or, to the knowledge of Seller, threatened, to revoke or limit any license or permit that is included in the Purchased Assets. 3.6 Consents. Except for the approval by the Kreido stockholders as provided for in this Agreement and as set forth on Schedule 3.6, Seller is not required to obtain any consents or other approvals from, or make any filing or other registration with, any governmental agency or other person (including any lessor, vendor, supplier or lender) in order to consummate the transactions contemplated hereby. 3.7 Compliance with Laws. Seller has complied in all material respects with all laws, rules, regulations, ordinances, codes, judgments or orders applicable to the Business and Seller has not received any written notice alleging non-compliance or any other investigation with respect thereto which remains uncured as of the date hereof nor, to Seller’s knowledge, any such action is threatened, other than as described on Schedule 3.7.

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3.8 Litigation. Seller is not (a) subject to any outstanding injunction, judgment, order, decree or ruling relating directly or indirectly to the Business, or (b) a party to or, to the knowledge of Seller, threatened to be made a party to, any action, suit, proceeding, hearing, or investigation before any court, quasi-judicial agency, administrative agency or arbitrator, except as set forth on Schedule 3.8. 3.9 Liabilities. Seller has no material liabilities except for liabilities reflected or reserved against on the balance sheet of Seller included in its Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2008 included in the Kreido SEC Reports and current liabilities incurred in the ordinary course of business of Seller since September 30, 2008. Except as set forth on Schedules 1.2 (c), 1.2(b), 1.4, 3.3(a) and Schedule 3.9, the Purchased Assets are not subject to or affected by any indebtedness or liabilities, including any fines and/or penalties. 3.10 Taxes. Seller has filed with the appropriate authorities all returns (collectively, the “Tax Returns”) concerning income, sales, payroll, or any other kind of taxes (“Taxes”) required to be filed through the Closing Date and such Tax Returns are correct and complete in all material respects. Seller will timely file any Tax Returns for all Taxes required to be filed after the date hereof which relate to the operation of the Business prior to the Closing Date. Seller has paid all Taxes shown to be due by such Tax Returns. No claim for unpaid Taxes has, to Seller’s knowledge, become an Encumbrance of any kind against the property of the Seller or is being asserted against Seller. 3.11 No Material Adverse Change. Except as disclosed on Schedule 3.11, since September 30, 2008 there has not been any: (a) Material Adverse Change, as hereinafter defined, in the business, operations, prospects, assets, results of operations or condition (financial or otherwise) of Seller, and no event has occurred or circumstances exist that would reasonably likely to result in such a Material Adverse Change; (b) To Seller’s knowledge after inquiry, any damage, destruction or other casualty loss with respect to any Physical Purchased Asset, whether or not covered by insurance; (c) any declaration, setting aside or payment of any distribution (whether equity or property) in respect of Seller’s capital stock, or any repurchase, redemption or other reacquisition of any shares of capital stock or other securities of Seller; (d) any change in Seller’s accounting principles, practices or methods; (e) any transfer, sale, or encumbrance of any Purchased Asset; (f) Receipt of any notice of default under any Assumed Contract or Assumed Liability or of any infringement by a third party on any of the Registered IP or Unregistered IP.

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3.12 Employees. (a) Schedule 3.12 is a true and complete list of all of Seller’s employees by name and position. (b) Except as set forth on Schedule 3.12, Seller is not party to or bound by any written (i) collective bargaining agreement, (ii) employment agreement that will not be terminated on the Closing Date, (iii) covenant not to compete for the benefit of any employee or former employee, (iv) severance plan or program or other severance arrangement for its employees that will be satisfied in full on the Closing Date. The execution, delivery and consummation of the transactions contemplated by this Agreement will not result in any severance liability to any employee of Seller hired by the Buyer in accordance with this Agreement. At or before the Closing, Seller will release Philip Lichtenberger and Alan McGrevy from their covenants not to compete and other restrictive covenants to Seller to the extent necessary for such persons to provide services to Buyer, subject to a release by such persons of any and all claims they may have against Seller and its affiliates. (c) Seller is and has been in compliance in all material respects with all applicable laws and regulations respecting employment, termination of employment, discrimination in employment, terms and conditions of employment, wages, hours, and occupational safety and health and employment practices. Seller has not engaged, or to the knowledge of the Seller, alleged to have engaged, in any unfair labor practice, unlawful employment practice or unlawful discriminatory practice in the conduct of its business for which Buyer could become liable. There is no unfair labor practice charge or complaint against the Seller pending before the National Labor Relations Board or any comparable state agency. The relations of the Seller with its employees are satisfactory and Seller is not a party to or affected by or, to the knowledge of the Seller, threatened overtly with any dispute or controversy with a union or with respect to unionization or collective bargaining. (d) Seller has not made any written or, to the knowledge of the Seller, oral agreement with or promise to any employee, officer or consultant regarding continued employment by Buyer after the Closing Date. 3.13 Insurance. Seller is covered by insurance in scope and amount customary and reasonable for the Business and as required under applicable laws. All insurance policies are in full force and effect and all installments of outstanding premiums have been paid as of the date hereof and as of the Closing Date. 3.14 Environmental. To Seller’s knowledge, (i) the operation of the Business has been in material compliance with all applicable hazardous materials laws and (ii) Seller has received no written notice of, and to the knowledge of Seller, there are no existing or threatened claims, demands, or actions instituted or pending in connection with the presence, release, discharge or required remediation of hazardous materials by Seller, and (iii) Seller has not discharged or released any hazardous materials at the Building in violation of any hazardous material laws. For purposes of this section, “hazardous material laws” means all federal, state and local laws regulating the environmental condition of air, water or real property, pollution, contamination or clean-up, and “hazardous materials” means substances as defined under hazardous material laws.

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3.15 Intellectual Property. (a) For purposes of this Agreement, “Intellectual Property” shall mean all (i) patents, patent applications, provisional patent applications, patent disclosures, discoveries and inventions filed with the United States Patent and Trademark Office (whether or not patentable and whether or not reduced to practice) and any reissue, continuation, continuation-in-part, division, revision, extension or reexamination thereof; (ii) trademarks, service marks, industrial designs and trade dress filed with the United States Patent and Trademark Office, registered copyrights, copyright registrations, copyright applications; (iii) all confidential information (including, without limitation, ideas, formulae, compositions, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans and technical data, trade secrets, (iv) supplier lists and related information), and computer software programs and applications, in both source and object form, technical documentation of such software programs, statistical models, databases and data, and (v) any Inbound License Agreement, but specifically excluding trade names and corporate names, internet domain names and websites, logos and typographics. The Intellectual Property included in (i) and (ii) above is the Registered IP and the Intellectual Property included in (iii), (iv) and (v) above is the Unregistered IP. (b) Attached hereto on Schedule 1.2(c) is a complete and accurate list of all the Registered IP and Unregistered IP owned by Seller including jointly owned with others. All fees, payments and filings due with respect to the Registered IP have been duly made by or on behalf of Seller. Schedule 1.2(c) also contains a complete and accurate list of all licenses granted by Seller to any third party that are in full force and effect (“Outbound License Agreement”) and all licenses granted by any third party to Seller that are in full force and effect (“Inbound License Agreement”), in each case identifying the subject Intellectual Property. (c) License Agreements. (i) Except as set forth on Schedule 3.15(c)(i) hereto, to Seller’s knowledge, no person has the right to use any Registered IP without duly executing an Outbound License Agreement. (ii) Except as set forth on Schedule 3.15(c)(ii) hereto, there is no outstanding or, to Seller’s knowledge, threatened dispute or disagreement with respect to any Inbound License Agreement or any Outbound License Agreement. Except as set forth in Schedule 3.15(c)(ii) hereto, Seller is not in material breach of, or has failed to perform any material obligation under, any of the Inbound License Agreements and, to the best of Seller’s knowledge, no person that is a party to any Outbound License Agreement is in breach of or has failed to perform thereunder. (iii) Seller is not bound by any contract, including without limitation any Outbound License Agreement, granting to any third party any purchase option, right of first refusal, consensual security interest, or exclusive right in any Registered IP.

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(d) Ownership; Sufficiency of Intellectual Property Assets . Except as set forth on Schedule 3.15(d), Seller owns, or possesses adequate licenses, or other rights, to use and practice, free or clear of encumbrances, orders and arbitration awards, and without obligation to make any payments of any kind to any person, all Registered IP and, to Seller’s knowledge, all unregistered IP. All payments required to maintain any Registered IP have been made. Each person who, in any capacity (including, without limitation, current and former consultants, independent contractors, officers, directors and employees) has had access to the Intellectual Property from which such person could potentially misappropriate information or technology of any material value, has entered into a written agreement suitable to vest sole and exclusive right, title and interest in and to all inventions, creations, developments, and works developed by such person (including, without limitation, intellectual property rights contained therein) in Seller. The Intellectual Property identified in Schedule 1.2(c) hereto, together with Seller’s unregistered copyrights and rights under the licenses granted to Seller under the Inbound License Agreements, constitute all the Intellectual Property rights used in the operation of the Business. (e) Protection of Intellectual Property. Seller has taken all measures reasonable and appropriate, to maintain and protect its Registered IP, and there has been no publication or public distribution by Seller of any of its Unregistered IP, including, without limitation, any publication or distribution by Seller that could in any way affect the right of Seller to seek, assert or enforce any trademark, copyright or patent protection. (f) No Infringement. To Seller’s knowledge, none of the products or services used, manufactured, distributed, marketed, sold, licensed by Outbound License Agreement or performed by Seller, nor any of the Intellectual Property used in the conduct of the Business, infringe upon, violate or constitute the unauthorized use of any rights owned or controlled by any person. (g) No Pending or Threatened Infringement Claims. There is no pending litigation and no notice or other claim has been received by Seller (i) alleging that Seller has engaged in any activity or conduct that infringes upon, violates or constitutes the unauthorized use of any of the intellectual property or proprietary rights of any person, or (ii) challenging the ownership, use, validity or enforceability of any Intellectual Property or the Intellectual Property exclusively licensed by or to Seller. Seller has not received any writing requesting, inquiring or demanding the licensing of any other person’s intellectual property or proprietary rights or any payment with respect thereof. (h) No Infringement by Third Parties. To Seller’s knowledge, no third party is misappropriating, any Registered IP or Unregistered IP, or infringing or violating any Registered IP of Seller. (i) Assignment, Change of Control of the Intellectual Property. The execution, delivery and performance by Seller of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or alter, any of Seller’s rights in or to any Inbound License Agreement or Outbound License Agreement, or require the consent of any governmental agency or person in respect of any Intellectual Property.

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3.16 Brokers. Seller has not dealt with any broker, finder or other person entitled to any broker’s or finder’s fee, commission or other similar compensation in connection with the transactions contemplated hereby other than Breakwater Investment, LLC, who shall be compensated by Seller. 3.17 Financial Risks; Lock-up. Kreido acknowledges that it is able to bear the financial risks associated with FRB Stock and Buyer Warrants and that it has had access to the periodic reports filed by FRB with the United States Securities and Exchange Commission (the “SEC”) and has had reasonable access to the officers of FRB for purposes of conducting a due diligence investigation of Buyer, and has had the opportunity to ask question or make other inquiries which were satisfactorily answered. Kreido is capable of evaluating the risks and merits of an investment in the Buyer Stock and Buyer Warrants and is capable of bearing the entire loss of its investment in such securities. Kreido will be acquiring the Buyer Stock and Buyer Warrants for its own account and for investment and not with a view to distribution. Kreido understands that neither the FRB Stock nor the Warrants have been registered under the Securities Act of 1933, as amended (the “Securities Act”) , and will be issued to Kreido upon an exemption from such registration requirements and comparable registration requirements under applicable state securities laws. Kreido further understands that the certificates evidencing the Stock and Buyer Warrants will bear restrictive legends as set forth below, and that Kreido will not be permitted to distribute the Buyer Stock or Buyer Warrants, without either compliance with the registration requirements of the Securities Act or the availability of an exemption from such registration requirements. Kreido hereby covenants and agrees not to make a sale, transfer, distribution or any other disposition of any Buyer Stock or Buyer Warrants or any other securities based upon the Buyer Stock or Buyer Warrants, including options, swaps, puts and calls, during the 360-day period commencing with the Closing Date except that Seller may transfer shares of Buyer Stock to five (5) or fewer creditors that are accredited investors (as that term is defined in Securities Act Rule 501) in order to satisfy certain outstanding obligation to such creditors, subject to the delivery to Buyer of an opinion of counsel to Kreido that the shares may be transferred without compliance with the registration requirements under Section 5 of the Securities Act of 1933, as amended, and such creditors agree to continue to be bound by the lock-up provision applicable to Kreido in respect of the Buyer Stock. 3.18 No Affiliation; Limited Voting Rights. (a) Seller has no intention to exercise any control over Buyer through the ownership of FRB Stock or otherwise. In furtherance of the forgoing, Seller covenants and agrees that during the period commencing with the execution and delivery of this Agreement and ending on the 360th day of the Closing Date, neither Seller nor any person (except Philip Lichtenberger and Alan McGrevy) who is then or at any time within three (3) months before the proposed date of purchase has been an officer or director of Seller or any Affiliate of such person will (a) purchase or otherwise acquire, directly or indirectly, any shares of FRB common stock or derivative securities of FRB common stock, including puts, calls swaps and other similar instruments, other than upon exercise of Kreido Warrants, (b) take any action to nominate a Person for election as a director of FRB, accept any nomination for election or appointment as a director of FRB, or accept an appointment as an officer of FRB, or (c) enter into any contract or agreement with FRB or any other Person that would have the effect of Seller, directly or indirectly controlling, being under common control with or being controlled by FRB or having the power to influence or influencing the policies and management of FRB. (b) With respect to any shares of Buyer Stock held in escrow by the FRB transfer agent, Kreido agrees to grant to the President and Chief Financial Officer of FRB an irrevocable proxy in the form attached hereto as Exhibit J to vote such shares at any meeting of the FRB stockholders to establish a quorum and in such officer’s discretion or any matter presented to the FRB stockholders.

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3.19 SEC Reports; Financial Statements. Kreido has filed all required Kreido SEC Reports since January 12, 2007. As of their respective dates, such Kreido SEC Reports, as amended, complied as to form and substance in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the required reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of Kreido included in the Kreido SEC Reports have been prepared in accordance with GAAP, (except as may be specified therein or in the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP and subject to year-end adjustments, provided that all adjustments necessary to make the financial statements accurate and complete in all material respects have been made), and fairly present in all material respects the financial position of Kreido as of and for the dates thereof and the results of operations and cash flows for the periods then ended. 3.20 Full Disclosure. No representation or warranty made by Seller in this Agreement or in any Seller Documents contain or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading in the light they were made. ARTICLE 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER Buyer represents, warrants and covenants to Seller currently and as of the Closing Date as follows. 4.1 Organization and Standing. (a) FRB is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. FRB is duly registered or qualified to conduct its business and own its properties in each state or other jurisdiction in which such qualification or registration is required except where the failure to be so qualified or in good standing would not have an FRB Material Adverse Effect. FRB has full corporate power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets.

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(b) FRB Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Kentucky. FRB Sub is duly registered or qualified to conduct its business and own its properties in each state or other jurisdiction in which such qualification or registration is required except where the failure to be so qualified or in good standing would not have an FRB Material Adverse Effect. FRB Sub has full power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets. FRB owns all (100%) of the issued and outstanding shares of capital stock of FRB Sub. There are no outstanding warrants, options, subscriptions, calls, rights, agreements, convertible or other exchangeable securities or other commitments or arrangements relating to the issuance, sale, purchase, return or redemption, voting or transfer of any shares, whether issued or un-issued, of any capital stock, equity interest or other securities of FRB Sub. None of FRB or FRB Sub or the Subsidiaries (as defined below) own any equity interests in any person, other than the Subsidiaries. (c) Except as set forth on Schedule 4.1, the Buyer has no form of plan or any other agreement for the issuance of any securities or payment of money, including any form of anti-takeover mechanism whether by statute, certificate of incorporation, by-law or agreement, that is or may be triggered by its consideration or signing of this Agreement. (d) Schedule 4.1 sets forth, with respect to each direct or indirect subsidiary of FRB (each, a “Subsidiary” and collectively, the “Subsidiaries”), its type of entity and the jurisdiction of its organization. Each Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own, lease and operate its properties and to conduct its business. All of the outstanding shares of capital stock of each of the Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and owned by Buyer, FRB Subsidiary or another Subsidiary, and, are free and clear of all Encumbrances and were not issued in violation of, nor subject to, any preemptive, subscription or similar rights. 4.2 Capitalization. Schedule 4.2 sets forth the number of shares of common stock and type of all authorized, issued and outstanding capital stock of FRB as the date hereof. FRB’s common stock (the “FRB Stock”) is presently quoted on the OTCBB under the symbol FRBE.OB and is not subject to any notice of suspension or delisting. All of the issued and outstanding shares of FRB Stock are duly authorized, validly issued, fully paid, nonassessable, except that for any FRB Stock issued prior to December 4, 2007, such statement is expressly subject to FRB’s knowledge. Except: (i) as set forth in any report publicly filed with the SEC on or after December 12, 2007 by FRB under the Exchange Act of 1934 (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, together with any materials publicly filed or furnished to the SEC by FRB under the Exchange Act, whether or not any such reports were required (the “FRB SEC Reports”), and (ii) with respect to 625,000 warrants to be issued to certain FRB employees (the “Employee Warrants”); there are no outstanding or authorized stock appreciation, phantom stock, warrants, convertible securities, script, or similar rights, with respect to FRB and no Person has any right or first refusal, preemptive right, right of participation, or any similar right to participate in the issuance of shares or warrants or to acquire equity securities of FRB. All of the issued and outstanding shares of FRB Stock were issued in compliance with applicable federal and state securities laws, except that for any FRB Common Stock issued prior to December 4, 2007, such statement is expressly subject to FRB’s knowledge. FRB shall give written notice to Seller of the execution and delivery of any agreement or the adoption of any plan to issue any shares of FRB Stock or any security convertible into FRB Stock after the Signing Date.

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4.3 No Restrictions; Authorizations; Binding Effect. Buyer is not subject to any restriction, agreement, law, rule, regulation, ordinance, code, writ, injunction, award, judgment or decree which would prohibit or be violated by the execution and delivery hereof or the consummation of the transactions contemplated hereby. Buyer has all necessary corporate and shareholder power and authority and has taken all action necessary to execute and deliver this Agreement and the instruments, documents and agreements to be executed and delivered pursuant hereto by Buyer, to consummate the transactions contemplated by this Agreement and to perform Buyer’s obligations under this Agreement and the instruments, documents and agreements to be executed and delivered pursuant hereto. This Agreement and each of the instruments, documents and agreements to be executed and delivered by Buyer pursuant hereto has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms except as may be limited by applicable bankruptcy, insolvency reorganization, moratorium, fraudulent transfer or similar laws of general applicability relating to or limiting creditors’ rights generally and subject to the availability of equitable remedies. 4.4 Compliance. Except as disclosed in the FRB SEC Reports, Buyer is not (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by Buyer), nor has Buyer received notice of a claim that is in default under or that is in violation of, any material indenture, loan or credit agreement or any other material agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) in violation of any order of any court, arbitrator or governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. 4.5 Tangible Assets. Except as set forth in the FRB SEC Reports, Buyer has title in fee simple to all real property owned by it that is material to its business and title in all personal property owned by it that is material to the business of Buyer, in each case free and clear of all Encumbrances, except for Encumbrances that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Buyer (wear and tear excepted). Any real property and facilities held under lease by Buyer is held by it under valid leases of which Buyer is in compliance, except as would not have an FRB Material Adverse Effect. 4.6 Patents and Trademarks. Other than the corporate name, Buyer does not own or have rights to use, any registered patents, patent applications, registered trademarks, trademark applications, service marks, trade names, registered copyrights, licenses and other similar rights. Buyer has (i) received no written notice that the Buyer is violating or infringing upon the intellectual property rights of any person, or (ii) received a written invitation to license any intellectual property rights of any person in order to avoid such a violation or infringement.

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4.7 Insurance. Buyer is covered by insurance in scope and amount to Buyer’s knowledge are customary and reasonable for the businesses in which it is presently engaged. Schedule 4.7 sets forth a summary of all insurance maintained by Buyer. 4.8 Filings, Consents and Approvals. Buyer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Buyer of this Agreement other than (i) filings with the SEC under the Securities Act and the Exchange Act and (ii) filings with state “blue sky” or other securities regulatory authorities. 4.9 Issuance of the Securities. The FRB Stock to be issued on the Closing Date or issuable upon exercise of the FRB Warrants has been duly authorized and, when issued and paid for in accordance with this Agreement or the FRB Warrants, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances. The FRB Warrants have been duly authorized, executed and delivered by FRB and are valid and binding obligations of FRB, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency reorganization, moratorium, fraudulent transfer or similar laws of general applicability relating to or limiting creditors’ rights generally and subject to the availability of equitable remedies. As of the Closing, FRB will have reserved from its duly authorized capital stock the maximum number of shares of common stock issuable pursuant to this Agreement, the FRB Warrants. 4.10 SEC Reports; Financial Statements. As of their respective dates, all FRB SEC Reports complied as to form and substance in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the required reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of FRB included in the FRB SEC Reports have been prepared in accordance with GAAP, (except as may be specified therein or in the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP and subject to year-end adjustments, provided that all adjustments necessary to make the financial statements accurate and complete in all material respects have been made), and fairly present in all material respects the financial position of FRB as of and for the dates thereof and the results of operations and cash flows for the periods then ended. FRB was a “shell company” as that term is used in SEC Rule 144 and filed “Form 10” information on Form 8K Report, dated December 4, 2007 on December 11, 2007. Except for a Transition Report on Form10 for the period ended October 31, 2007 (the “Transition Report”), FRB has filed all the FRB SEC Reports required to be filed with the SEC under the Exchange Act, and for a period of not less than three years following the Closing Date or six (6) months after the release from escrow of all shares of FRB Stock deposited with the FRB transfer agents, whichever is sooner, FRB shall file and otherwise made available all information to be disclosed in a periodic report required to be filed with the SEC under the Exchange Act necessary to enable any holder of FRB Stock or FRB Warrants to transfer such securities in reliance upon SEC Rule 144.

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4.11 Sarbanes-Oxley; Internal Accounting Controls. To the best of FRB’s knowledge and except for the Transition Report, FRB is in compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it. FRB has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Buyer and designed such disclosure controls and procedures to ensure that material information relating to FRB is made known to the certifying officers by others within those entities, particularly during the period in which FRB’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. FRB presented in its most recent periodic report filed with the SEC, the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures. FRB’s certifying officers have evaluated the effectiveness of FRB’s controls and procedures as of October 31, 2007 (the “Evaluation Date”). Since the Evaluation Date, there have been no changes in FRB’s internal control over financial reporting or disclosure controls or procedures or, to the knowledge of FRB, in other factors that could significantly affect its internal controls or disclosure controls or procedures. 4.12 Litigation. Except as set forth in the FRB SEC Reports, Buyer is not (a) subject to any outstanding injunction, judgment, order, decree or ruling, or (b) a party to or, to the knowledge of Buyer, threatened to be made a party to, any action, suit, proceeding, hearing, audit or investigation before any court, quasi-judicial agency, administrative agency or arbitrator. 4.13 Liabilities. Buyer has no material liabilities (actual or contingent) except for liabilities reflected or reserved against on the most recent balance sheet included in the FRB SEC Reports and current liabilities incurred in the ordinary course of business of Buyer since July 31, 2008 and contractual and other liabilities incurred in the ordinary course of business which are not required by GAAP to be reflected on a balance sheet, but which are described in the most recent FRB SEC Report. 4.14 Registration Rights. Other than as set forth on Schedule 4.14, no person has any right to cause FRB to effect the registration under the Securities Act of any securities of FRB. In the event FRB shall, after the Closing Date, effect the registration under the Securities Act of any securities of FRB for the account of another person (other than on SEC Forms S-4 and S-8), FRB shall include the Buyer Stock in such registration statement and shall afford to Kreido the registration rights as held by the other FRB shareholders included in such registration statement. At any time within 12 months of the date of the Closing, if FRB shall determine that Kreido is an affiliate of FRB for purposes of SEC Rule 144, it shall so notify Kreido, and at Kreido’s request made within such 12 month period FRB shall take all actions necessary to register under the Federal securities laws the Buyer Stock, the Buyer Warrants and shares of common stock issuable upon exercise of the Buyer Warrants for resale under the Securities Act on one occasion.

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Notwithstanding the foregoing, if the above Buyer Stock, Buyer Warrants and shares of common stock issuable upon exercise of the Buyer Warrants (“together the “Registrable Securities”) are to be registered under a registration statement that is being filed in connection with an underwritten offering on behalf of the FRB and the managing underwriter of such underwritten offering for FRB shall advise FRB, in writing, that the number of Registrable Securities requested to be included in such registration statement exceeds the number of securities which can be sold in an orderly manner in or proximate to such offering within a price range acceptable to FRB, then FRB shall include in such registration: (i) first, all securities proposed by FRB to be sold for its own account; (ii) second, Registrable Securities requested by the holders thereof to be included in such registration, pro rata among such holders, that the managing underwriter agrees may be included in the registration statement for the underwritten offering, and such Registrable Securities shall be included only if the holders thereof agree not to sell their Registrable Securities for a period of up to 90 days as the managing underwriter reasonably requests; and (iii) third, securities of any other selling security holders requested to be included in such registration statements, provided that all the Registrable Securities have been included in the registration statement, unless such securities have equal registration rights with the Registrable Securities, in which case to the extent the managing underwriter permits the inclusion of the Registrable Securities and the securities of others, the included Registrable Securities and the other securities will be pro rated first as to the holders of the similar registration rights and then pro rated within such group of holders or as they agree. The obligation to register any of the Registrable Securities, in whole or in part, under this any of the provisions of this Section 4.14, will cease when (i) the Registrable Securities have been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (ii) the Registrable Securities are or may be sold or transferred without registration pursuant to Rule 144(i) under the Securities Act (or any similar provisions that are then in effect) without regard to any volume limitations set forth in such rule. 4.15 Solvency. Buyer has no actual knowledge of any facts or circumstances which lead it to believe that it is not solvent or that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. 4.16 Material Changes. Except as set forth on Schedule 4.16, since July 31, 2008 (i) there has been no event, occurrence or development that has had or could reasonably be expected to result in FRB Material Adverse Effect, (ii) Buyer has not incurred any material liabilities (contingent or otherwise) other than trade payables accrued expenses incurred in the ordinary course of business, (iii) Buyer has not altered its method of accounting or the identity of its auditors, (iv) Buyer has not declared or made any dividend or distribution of cash or other property to its stockholders (v) Buyer has not issued any equity shares or options or warrants (except for the Employee Warrants) to acquire equity shares, (vi) Buyer has not mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (vii) Buyer has not sold, transferred or leased any of its assets except in the ordinary course of business, (viii) Buyer has not cancelled or compromised any debt or claim, (ix) Buyer has not suffered any physical damage, destruction or loss (whether or not covered by insurance) or, as of the date hereof, loss of a material contractual right, or received written notice of a final non-appeallable ruling by a governmental agency adversely affecting the properties or business of Buyer, (x) Buyer has not entered into any material transaction other than in the ordinary course of business except for this Agreement, (xi) Buyer has not made or granted any wage or salary increase or entered into any written employment agreement except as contemplated in this Agreement, (xii) Buyer has not suffered any material change in its business relationship with any of its material contractual parties, property owners, distributors or suppliers except as otherwise disclosed to Kreido’s Chief Executive Officer and Chief Financial Officer, (xiii) there are no renegotiations of, or attempt to renegotiate any terms or provision of any material contract or (xiv) Buyer has not entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

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4.17 Foreign Corrupt Practices. None of Buyer’s executive officers or agents acting expressly on behalf of Buyer has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by Buyer (or made by any person acting on its behalf of which Buyer is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended. 4.18 Taxes. Buyer has filed with the appropriate authorities all Tax Returns concerning income, sales, payroll, or any other kind of Taxes required to be filed through the Closing Date and will timely file any Tax Returns for all Taxes required to be filed after the date hereof which relate to the operation of the Business prior to the Closing Date. Buyer has paid all Taxes shown to be due by such Tax Returns. 4.19 Full Disclosure. No representation or warranty made by Buyer in this Agreement or in any Buyer closing document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading in the light they were made. 4.20 Brokers. Buyer has not dealt with any broker, finder or other person entitled to any broker’s or finder’s fee, commission or other similar compensation in connection with the transaction contemplated hereby other than Calyon Securities USA, LLC who shall be compensated by Buyer. ARTICLE 5 PRE-CLOSING COVENANTS 5.1 Conduct of Business Pending Closing. From the date hereof to and including the Closing Date, Seller shall operate the Business in compliance with all applicable laws and only in the usual and ordinary course, consistent with past practice, and shall not, without the prior written consent of FRB, which consent shall not be unreasonably withheld, conditioned or delayed, take or omit to take any action, the effect of which act or omission would render any of Seller’s representations or warranties set forth herein inaccurate as of the Closing Date or take or omit to take any action that would reasonably likely to delay or impair the ability of the parties to consummate the transactions contemplated herein. Without limiting the generality of the foregoing, except with the prior written consent of FRB which consent shall not be unreasonably withheld, delayed or conditional, from the date hereof until the Closing Date, Seller shall not: (a) adopt any change in its certificate of incorporation, by-laws or other governing document; (b) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of Seller;

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(c) issue, any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of Seller; (d) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any equity interest in or a portion of the assets of, or by any other manner acquire any business or any person or division thereof; (e) sell, lease, encumber (including by the grant of any option thereon) or otherwise dispose of any Purchased Asset; (f) (i) incur or assume any long-term or short-term debt or issue any debt securities, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (iii) make or cancel, or waive any rights with respect to, any loans, advances or capital contributions to, or investments in, any other person; or (v) mortgage or pledge any of the tangible or intangible assets or properties of Seller; (g) enter into any license or other Contract with respect to any Purchased Asset; (h) amend, modify or otherwise change the terms of any existing Contract to accelerate the payments due to Seller thereunder; (i) enter into any joint venture, partnership or other similar arrangement; (j) enter into any Contract that limits the ability of Seller, or would limit the ability of Buyer after the Closing, to compete in or conduct any line of business or compete with any Person in any geographic area or during any period; (k) enter into any Contract relating to the distribution, sale, supply, license, marketing, co-promotion, research, development or manufacturing of Purchased Assets of Seller or products licensed by Seller, or the Intellectual Property of Seller, other than pursuant to any such Contracts currently in place (that have been disclosed in writing to Buyer prior to the date hereof) in accordance with their terms as of the date hereof; (l) modify, amend or terminate any Assumed Contract or any Assumed Liability or waive, release or assign any material rights or claims thereunder;

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(m) enter into any Contract to the extent consummation of the transactions contemplated by this Agreement or compliance by Seller with the provisions of this Agreement would reasonably be expected to conflict with, or result in a violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Encumbrance in or upon any of the Purchased Assets under, or give rise to any increased, additional, accelerated, or guaranteed right or entitlements of any third party under, or result in any material alteration of, any provision of such Contract; (n) change or modify its accounting principles except as required to comply with the SEC filing requirements; and (o) agree or commit to do any of the foregoing. 5.2 Sale. On the Closing Date, Seller shall deliver to FRB Sub a bill of sale substantially in the form attached hereto as Exhibit C transferring to FRB Sub all of Seller’s rights, title and interest in and to the Physical Purchased Assets listed on Schedule 1.2(a), free and clear of all Encumbrances (other than with respect to Assumed Liabilities), and by form of assignments attached hereto as Exhibit D all of Seller’s rights title and interest in and to the Registered IP and the Unregistered IP listed on Schedule 1.2(b), free and clear of all Encumbrances, in each case as evidenced by UCC financing statement reports of the Secretaries of State of Nevada and California and confirmation of review of the Patent and Trademark Office filings dated within 10 days of the Closing Date. 5.3 Access Pending Closing. Concurrently with the execution and delivery of this Agreement, Buyer shall deliver to Seller a schedule of due diligence matters that remain to be completed on or before the Closing Date (“Open Items”) Seller shall diligently attend to providing to Buyer the information needed to satisfy itself as to the Open Items. From the date hereof to and including the Closing Date, Seller shall allow Buyer and its agents and representatives reasonable access to the Business facilities, books and records, employees, suppliers, and vendors of the Business during normal business hours and on reasonable notice, for the purpose of completing its investigation of the then Open Items; provided, however, that Buyer shall not conduct any meetings with employees, suppliers or vendors including without limitation Certified Technical Services, L.P. (“Certified”) and R.C. Costello & Assoc. Inc. (“Costello”) without giving Seller notice not less than three (3) calendar days in advance of such meeting and offering Seller an opportunity to participate in such meeting. Upon request of Seller, Buyer shall confirm the status of Open Items and its need for any information required to satisfy itself as to any such Open Items. 5.4 Officer and Director Proxies. Within ten (10) Business Days after the Signing Date, Kreido shall deliver to FRB copies of irrevocable proxies substantially in the form attached hereto as Exhibit K that Kreido has obtained, signed by the officers, directors, board observer(s), and associates and affiliates thereof appointing Kreido or its designee to vote the shares of Kreido common stock held by them of record and beneficially in favor of this Agreement and the transactions described herein. The total number of shares represented by the proxies shall be not less than 40% of the total number of shares of Kreido common stock entitled to vote.

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5.5 Shareholders’ Meeting. Within 20 Business Days after the Signing Date, Seller shall issue notice to the Kreido shareholders of a meeting of its shareholders to be held within 60 days after the Signing Date to consider and act upon, among other things, approval of this Agreement and the transactions contemplated by this Agreement. Kreido shall include with the notice of the shareholder’s meeting a proxy statement or information statement containing information that Kreido’s management determines to be material for the Kreido shareholder’s consideration and action upon the transactions contemplated herein, including such rights of appraisal as may be required under Nevada law. Buyer shall provide to Kreido such information concerning Buyer, its business, its financial condition, its management and its prospects as Seller may reasonably request for presentation to, and consideration by, the Kreido shareholders. Kreido shall promptly inform Buyer of the vote/action by Kreido’s shareholders regarding the transactions contemplated herein. Buyer and Seller acknowledge that Seller’s obligation hereunder is to seek shareholder approval as contemplated herein and that the transactions are expressly subject to the approval of this Agreement and the transactions contemplated herein by the holders of more than 50% of the total number of shares of Kreido common stock issued and outstanding and entitled to vote. 5.6 Insurance. Upon a written request of the Buyer, to be delivered to Seller at least two (2) Business Days prior to the Closing Date, Seller shall continue to maintain the Seller’s property, casualty and general liability insurance policies in effect as of the date hereof for a period not to exceed twelve (12) months after the Closing Date and Buyer shall pay Seller in advance the premiums required to maintain such insurance. Buyer shall have the right at any time to request in writing that Seller cancel such insurance policies at the end of the applicable insurance coverage period. ARTICLE 6 CONDITIONS TO SELLER’S OBLIGATIONS TO CLOSE 6.1 Representations and Warranties. Each of the representations and warranties of Buyer contained herein, or in any certificate delivered pursuant hereto, shall be true and correct in all material respects on and as of the Closing Date. 6.2 Shareholder Consent. Seller shall have received the approval or consent of the Kreido shareholders holding more than 50% of the total number of shares of Kreido common stock issued and outstanding and entitled to vote on the Agreement and the transactions contemplated herein. 6.3 Performance. Buyer shall have duly performed or complied in all material respects with all of the covenants, acts and obligations to be performed or complied with by it hereunder at or prior to the Closing. 6.4 No Restraint or Litigation. No order, decree or ruling of any governmental agency shall have been entered, and no action, suit or proceeding before any court, arbitration panel or other tribunal shall have been instituted (or threatened if Seller reasonably believes that such threat will result in institution of an action, suit or proceeding) by any governmental agency or third party, to restrain, prohibit, challenge or invalidate any of the transactions contemplated by this Agreement.

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6.5 Assignment and Assumption. On the Closing Date, Buyer shall execute and deliver to the Seller an Assignment and Assumption Agreement in the form attached hereto as Exhibit E. 6.6 Officer’s Certificate. Buyer shall deliver to Seller at the Closing an Officer’s Certificate (a) certifying that the conditions in Sections 6.1, 6.3 and 6.4 have been fulfilled, (b) certifying the resolutions authorizing this Agreement and the transactions contemplated herein, and (c) identifying the incumbent officers of Buyer. There shall be attached to the officer’s certificate a true and correct copy of the Articles of Incorporation of FRB and FRB Subsidiary certified by the Secretary of State of Nevada and Kentucky, as applicable and certificates of Good Standing of FRB and FRB Subsidiary issued by the Secretary of State of Nevada and Kentucky, as applicable. 6.7 Payments. Buyer shall pay to Seller the cash portion of the Purchase Price less the amount required to be paid to Lienholders on the Closing Date in excess of Assumed Liabilities, pay to Seller the sum of $14,000 in payment of certain foreign patent processing fees and costs paid by Seller and shall pay to Lienholders the amount required to be paid thereto on the Closing Date. 6.8 Share Certificates and Warrants. Buyer shall have issued to Kreido share certificates representing the Buyer Stock and the Buyer Warrants, provided that 300,000 shares of the Buyer Stock shall be delivered to the FRB transfer agent to be held in escrow thereby pursuant to escrow instructions respecting the delivery of any or all of such shares of Buyer Stock solely in connection with the exercise of Kreido Warrants and the return of any remaining escrowed shares to FRB upon expiration of the escrow instructions. Seller acknowledges and agrees that the certificates representing Buyer Stock, the Buyer Warrant and the Common Stock underlying the Buyer Warrant may bear the following or similar legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NO SUCH SECURITIES MAY BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.”

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ARTICLE 7 CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE 7.1 Representations and Warranties. Each of the representations and warranties of Seller contained herein, or in any Seller Document, shall be true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as though made as of the Closing Date. 7.2 Shareholder Consent. Seller shall have received the approval or consent of the Kreido shareholders holding more than 50% of the total number of shares of Kreido common stock issued and outstanding and entitled to vote on the Agreement and the transactions contemplated herein. 7.3 Performance. Seller shall have duly performed or complied in all material respects with all of the covenants, acts and obligations to be performed or complied with by them hereunder at or prior to the Closing. The transactions contemplated herein shall have been authorized by all necessary actions on the part of Seller. 7.4 Assignment Documents. Seller shall have delivered to Buyer an executed bill of sale and Assumption Agreement and such other instruments of transfer and consents as Buyer may reasonably request to affect the transfer of the Purchased Assets in accordance herewith, including, but not limited to an Assignment and Assumption Agreement in the form attached hereto as Exhibit E, and an assignment of any assignment of inventions agreements made by Philip Lichtenberger, Alan McGrevy, Dr. Alexey Shenkman in favor of Seller. 7.5 Tender of Possession. Except as modified by the provisions of Section 1.8 and Section 1.9 hereof and Schedules 1.2(a) and 1.2(b), Seller shall have tendered to Buyer possession of all of the Physical Purchased Assets, where is and as is. 7.6 Officer’s Certificate. Seller shall deliver to Buyer at the Closing an Officer’s Certificate (a) certifying that the conditions in Sections 7.1, 7.2, 7.3 and 7.7 have been fulfilled, (b) certifying the resolutions of the Sellers authorizing this Agreement and the transactions contemplated herein, and (c) identifying the incumbent officers of the Seller and (d) certifying that this Agreement and the transactions contemplated herein have been approved by the holders of more than 50% of the Kreido common stock . There shall be attached to the Officer’s Certificate and true and correct copy of the Articles of Incorporation of Kreido and Kreido Labs certified by the Secretary of State of Nevada or California, as applicable, Certificates of Good Standing of Kreido and Kreido Labs issued by the Secretaries of State of Nevada and California, as applicable, and copies of the authorizing resolutions certified by the Secretary or Assistant Secretary of Kreido. 7.7 No Restraint or Litigation. No order, decree or ruling of any Governmental Authority shall have been entered, and no action, suit or proceeding before any court, arbitration panel or other tribunal shall have been instituted (or overtly threatened if the Buyer reasonably believes that such threat will result in institution of an action, suit or proceeding) by any Governmental Authority or third party, to restrain, prohibit, challenge or invalidate any of the transactions contemplated by this Agreement or which might adversely affect the right of the Buyer to own the Purchased Assets.

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7.8 Necessary Consents. Seller shall have obtained and delivered to Buyer all of the third party consents required by Buyer, including consents and/or assignments of Assumed Contracts and Assumed Liabilities, necessary to consummate the transaction contemplated by this Agreement. 7.9 Encumbrances. Seller shall have delivered to Buyer UCC, state tax lien, and bankruptcy search reports from the Secretaries of State of Nevada and of California or search companies reasonably acceptable to Buyer and a Patent and Trademark Office lien searches as of a date no more than five (5) Business Days before the Closing Date indicating that there are no Encumbrances of record with respect to any Purchased Assets, other than those which will be discharged by the payment of money at the Closing or those which are approved or accepted in writing by the Buyer. Seller shall deliver to Buyer: (i) pay off letters in form and substance reasonably satisfactory to Buyer from any creditor or vendor of Seller holding an Encumbrance on Purchased Assets which shall provide that all outstanding obligations or any outstanding indebtedness to any such creditor or vendor shall be satisfied and discharged in full upon the payment by Buyer in accordance with Section 1.7 hereof of the amounts set forth on Schedule 7.9 hereof; and (ii) a written instrument from Certified, a form of which is attached as Exhibit H hereto. 7.10 Employees. Phil Lichtenberger shall be, and Alan McGrevy shall have been, released from their employment agreements with Seller with full rights to enter into the employ of Buyer. 7.11 Accounting. At the Closing, Kreido will provide to Buyer copies of detailed statement of operations and balance sheets for each of the Sellers and copies of the consolidated statement of operations, statement of cash flows, statement of shareholders equity and balance sheet for Kreido for the annual and quarterly accounting periods from January 1, 2007 to December 31, 2008, an audited inception to December 31, 2007 statement of operations, and copies of the additional financial information listed on Schedule 7.11. In addition, Kreido will provide to its outside independent auditors a letter indicating that they are authorized to provide information relating to the above information to representatives of FRB, at the expense of FRB, in connection with the preparation of financial statements of FRB which includes data relating to the Purchased Assets. 7.12 Good Standing. Seller shall have delivered to Buyer a good standing certificate from the Secretary of State of the State of Nevada and California, as applicable, certifying the good standing of the Seller. 7.13 Other Deliverables. Seller shall have delivered to Buyer all other documents, agreements or certificates as set forth in this Agreement.

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ARTICLE 8 INDEMNIFICATION 8.1 Indemnification by Seller. (a) Subject to the paragraphs 1.9 and 8.1(b) and Sections 8.3 and 8.4 hereof, Seller shall indemnify, defend and hold harmless Buyer and its directors, officers, agents, representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) against all costs, expenses, losses, damages, fines, and penalties (including, without limitation, reasonable attorneys’ fees) (collectively, “Damages”) incurred by the Buyer Indemnified Parties arising directly or indirectly from, with respect to or in connection with: (i) (ii) Any breach of any representation or warranty of Seller contained in this Agreement or any other Seller Document; the breach by Seller of any covenant or agreement contained in this Agreement or any other Seller Document;

(iii) any claim, suit, action or cause of action or proceeding, whether instituted or commenced prior to or after the Closing Date, which relates to any of the Excluded Liabilities whether before or after the Closing Date; or (iv) any and all debts, liabilities and obligations of, and any and all violation of laws, rules, regulations, codes or orders by Seller, direct or indirect, fixed, contingent, legal, statutory, contractual or otherwise, which exist at or as of the Closing Date or which arise after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale or providing of works, material, product or services, state of facts or other condition which occurred or existed, on or before the Closing Date, whether or not then known, due or payable except with respect to or under the Assumed Contracts and Assumed Liabilities. (b) Notwithstanding anything in Section 8.1(a) to the contrary, Seller will not be obligated to make any indemnification payment to any Buyer Indemnified Parties (an “Indemnification Payment”) unless and until the aggregate amount of Damages exceeds the sum of $50,000, (in which case the Buyer Indemnified Persons shall be entitled to seek compensation for all such Damages) and in no event shall the total amount of Indemnification Payments made by the Seller exceed an amount equal to One Million Dollars ($1,000,000 (the “Cap”); provided that the Cap shall not apply to claims of fraud or intentional misrepresentation of a material fact. All indemnification payments shall be made in shares of Buyer Stock with each share valued at $8.00 per Share.

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8.2 Indemnification by Buyer. (a) Subject to the paragraph 8.2(b) and Sections 8.3 and 8.4 hereof, Buyer shall indemnify, defend and hold harmless Seller and its shareholders, directors, officers, agents, representatives, successors and assigns (collectively, the “Seller Indemnified Parties”) against all Damages, incurred by the Seller Indemnified Parties arising directly or indirectly from, with respect to or in connection with: (i) (ii) Any breach of any representation or warranty of Buyer contained in this Agreement or any Buyer closing document; and the breach by Buyer of any covenant or agreement contained in this Agreement or any Buyer closing document.

(b) Notwithstanding anything in Section 8.2(a) to the contrary, Buyer will not be obligated to make any indemnification payment to any Seller Indemnified Parties (a “Buyer Indemnification Payment”) unless and until the aggregate amount of Damages exceeds the sum of $50,000 (in which case Seller Indemnified parties shall be entitled to seek compensation for all such damages) and in no event shall the total amount of Indemnification Payments made by the Seller exceed an amount equal to the Cap provided that such Cap shall not apply to claims of fraud or intentional misrepresentation of material fact. All indemnification payments shall be made in shares of FRB Stock with each share valued at $8 per share. 8.3 Survival. All covenants and agreements of any party hereto shall survive the Closing. All representations and warranties of any party hereto set forth herein shall survive the Closing for a period of one (1) year following the Closing Date, at which time they shall be deemed terminated. Any claim which either party makes in good faith against the other party shall be made in writing prior to the termination date provided for in this Section 8.3 and shall survive the termination date, and the party making such claim shall have the right to pursue the same in accordance with the indemnification provisions provided for in this Agreement. 8.4 Procedures for Indemnification of Potential Damages. (a) Within ten (10) business days after receipt by a potentially indemnified party hereunder of any actual or potential Damages, such potentially indemnified party shall, give written notice to the Buyer or Seller, as the case may be (in either case the “Indemnifying Party”). The failure to so notify the Indemnifying Party shall relieve it of liability that it may have to any indemnified party with respect to such action only if and to the extent the failure to so notify has prejudiced the indemnifying party. The Indemnifying Party shall be entitled to participate in all negotiations and discussions with the resolution of such Damages and, to the extent that it may elect, to assume primary responsibility therefor or the defense thereof and after written notice from the Indemnifying Party to such indemnified party of acceptance of primary responsibility or defense shall not be liable for any reasonable and documented legal or other expenses subsequently incurred by such indemnified party in connection with negotiations or the defense thereof, other than reasonable costs of investigation unless, in the written opinion of counsel to any indemnified party (which counsel shall be reasonably acceptable to the Indemnifying Party), the interests of any indemnifying party may conflict with the interests of the indemnified party.

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(b) The indemnified party shall have the right to employ separate counsel in any and all such actions and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party if the Indemnifying Party has assumed primary responsibility therefor or the defense of such action with counsel reasonably satisfactory to the indemnified party; (c) If the Indemnifying Party elects to assume primary responsibility for or the defense of such action, no compromise or settlement thereof may be affected by the indemnified party without the Indemnifying Party’s written consent (which shall not be unreasonably withheld or delayed), provided however, that the Indemnifying Party is not required to consent to any settlement unless Indemnifying Party receives as part of such settlement a legally binding and enforceable unconditional satisfaction and release of all claimed liabilities or obligations in form and substance reasonably satisfactory to the Indemnified Party. If notice is timely given to an indemnifying party and it does not, within twenty (20) days after the indemnified party’s notice is received, give notice to the indemnified party of the Indemnifying Party’s election to assume primary responsibility therefor or the defense thereof, the Indemnifying Party shall only be bound by any settlement of the claim for Damages effected by the indemnified party. (i) such settlement does not require the indemnified party to admit of any wrongdoing or take or refrain from taking any action, (ii) is limited to monetary damages; and (iii) the indemnified party receives as part of such settlement an unconditional release of all claims pertaining thereto. Upon its request of any amount to be paid by an Indemnifying Party pursuant to this Section 8, the indemnified party shall deliver to the Indemnifying Party such documents as it may reasonably request assigning to the Indemnifying Party any and all rights the indemnified party may have against third parties with respect to the claims for which indemnification is being received. (d) Notwithstanding any provision of this Agreement to the contrary, Seller shall not be entitled to assume or direct the defense or settlement of any Proceeding if the amount of any Damages with respect to such proceeding is reasonably expected to exceed the Cap after taking into account all liabilities which the Seller have, has, have had or could reasonably be anticipated to have by reason of this Article 8, whether in respect of such proceeding and/or the events or circumstances giving rise thereto and/or in respect of all other claims and/or indemnification obligations. In such event, Buyer shall be entitled to control the defense and settlement of any such proceeding, and, without limiting the provisions of Section 8 hereof, the Indemnifying Party shall be liable for all Damages in connection thereunder.

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ARTICLE 9 TERMINATION 9.1 Termination. This Agreement may be terminated at any time prior to the Closing as follows: (a) By mutual agreement of the parties; (b) by Buyer if Buyer is then not in breach of any of its material obligations hereunder, upon a material breach of any representation or warranty or violation of covenant by Seller that is not remedied within ten (10) Business Days after notice of such breach or violation; and (c) by Seller if Seller is not in breach with any of its material obligations hereunder, upon a breach of any representation or warranty or violation of covenant by Buyer that is not remedied within ten (10) Business Days after notice of such breach or violation; (d) by either Buyer or Seller if Closing shall not have occurred at or before 11:59 p.m. Chicago Time, on April 1, 2009, provided that the right to terminate the Agreement under this Section 9.1(d) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or prior to the aforesaid date. 9.2 Survival. In the event this Agreement is terminated pursuant to Section 9.1, (i) this Agreement shall become null and void and of no further force and effect, subject to Section 9.5 and (ii) except or provided in Section 9.5, there shall be no liability on the part of either Seller or Buyer or their respective officers, directors or affiliates. 9.3 Certain Effects of Termination. In the event of the termination of this Agreement by Seller or Buyer as provided in Section 9.1, any party, if so requested by another party, will return promptly every document furnished to it by the other party in connection with the transactions contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof (except for copies of documents publicly available) which may have been made, and will use reasonable efforts to cause its representatives and any representatives of financial institutions and investors and others to whom such documents were furnished promptly to return such documents and any copies thereof any of them may have made. 9.4 Remedies. Notwithstanding any termination right granted in Section 9.1, in the event of the non-fulfillment of any condition to a party’s closing obligations, in the alternative, such party may elect to do one of the following: (a) proceed to close, despite the non-fulfillment of any closing condition, it being understood that consummation of the Closing shall not be deemed a waiver of a breach of any representation, warranty or covenant or of such party’s rights and remedies with respect thereto; (b) decline to close, terminate this Agreement, and thereafter seek damages to the extent permitted in Section 9.5; or (c) seek specific performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement (without any obligation of such Party to post any bond or other surety in connection therewith) and to enforce specifically the terms and provisions of this Agreement in addition to any other remedy to which such Party may be entitled at law or in equity.

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9.5 Right to Seek Damages. (a) Neither Seller nor Buyer shall have any right whatsoever to assert a claim against the other party, and except as otherwise provided herein, all rights and obligations of the parties hereunder shall terminate without any liability of any party to any other party, unless the circumstances giving rise to such termination were caused by either: (a) the other party’s failure to comply with any of its material obligations set forth herein, or (b) the other party’s material breach of a representation or warranty contained in Section 3 or Section 4 hereof, in which event termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of the non breaching party. Notwithstanding anything in the forgoing to the contrary, in the event of a termination of this Agreement by Seller under Section 9.1(c) or 9.1(d) (only if Buyer has failed to fulfill its obligations hereunder or has been the cause or the result of the failure to consummate the transactions contemplated hereunder) without a Closing, the Escrow Deposit shall be promptly disbursed to Seller. In the event of a termination of this Agreement by Buyer under Section 9.1(b) or (d) (only if Seller has failed to fulfill its obligations hereunder or has been the cause or the result of the failure to consummate the transactions contemplated hereunder) without a Closing, the Escrow Deposit shall be promptly disbursed to Buyer. In the event of a termination of this Agreement by Buyer and Seller under Section 9.1(a), one-half (50%) of the Escrow Deposit shall be promptly disbursed to Buyer and one-half (50%) of the Escrow Deposit shall be promptly disbursed to Seller. (b) In the event of: (A) termination by Buyer in accordance with the provisions of Section 9.1(b) or 9.1(d), or if Seller refuses to consummate the transactions contemplated herein despite the satisfaction of all conditions set forth in Section 7 hereof, and (B) within a period of 360 days after such termination, Seller sells any or all of the Purchased Assets to any other party or successor to Kreido’s estate, then Kreido shall pay FRB the amount of $250,000 in cash in immediately available funds (“FRB Damages”) upon the consummation of the transaction referred to in (B) above. (c) The payment of the FRB Damages, or Escrow Deposit shall be liquidated damages and not as a penalty, and shall be in lieu of any other right or remedy that a party may have hereunder. In no event shall any Person or party be entitled to such recourse for damages against any officer or director of Buyer or Seller, any such recourse being hereby expressly waived. In addition, Sections 9.3, 9.5(c), 9.5(d), 10.3, 10.5, 10.8 and 10.11 shall survive the termination of this Agreement. (d) Buyer hereby agrees that in the event that this Agreement has been terminated by Seller in accordance with Section 9.1(c) or (d) above due to Buyer embarking on a course of conduct designed to avoid the Closing, Buyer shall not be entitled to acquire or contract to acquire any or all of the Purchased Assets for a period of 360 days following such termination except upon the payment to Seller or Seller’s estate, successors or assigns of an amount not less than the Purchase Price plus the amount of the Assumed Liabilities.

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ARTICLE 10 MISCELLANEOUS 10.1 Transaction Expenses. Each party will bear all of its own expenses incurred in the negotiations and consummation of the transactions contemplated hereby, including all legal, accounting and other advisors’ fees. 10.2 Notices. (a) All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be deemed to have been given if in writing and delivered personally or delivered by a regular overnight delivery service or by means of facsimile communication addressed as follows: If to Buyer to: Four Rivers BioEnergy Inc. 14 South Molton Street London W1K 5QP Attention: Martin Thorp Facsimile No.: +44 161 241 5365 And Four Rivers BioEnergy Inc. 1637 Shar-Cal Road P.O. Box 1056 Calvert City, Kentucky 42029 Attention: Stephen Padgett Facsimile No.: (270) 395-0323 with a copy to: Golenbock Eiseman Assor Bell & Peskoe LLP 437 Madison Avenue New York, New York 10022 Attention: Andrew Hudders, Esq. Facsimile No.: (212) -754-0330 Kreido Biofuels, Inc. Kreido Laboratories 1070 Flynn Road Camarillo, CA 93010 Attention: G.A. Ben Binninger and John Philpott Facsimile No.: (805) 384-0989

If to Seller to:

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with a copy to:

DLA Piper LLP (US) 203 North LaSalle Street Suite 1900 Chicago, IL 60601 Attention: John Heuberger Facsimile No.: (312) 630-5322

(b) Either party may designate, by notice in writing, a new or additional address to which any notice, demand or communication may hereafter be so given or sent. All such notices, requests, demands, waivers and other communications shall be deemed to have been received (w) if by personal delivery on the day of such delivery, (x) if by next-day or overnight mail or delivery, on the business day following delivery to the service and (y) if by facsimile, on the next day following the day on which such telecopy was sent, provided that a copy is also sent by certified or registered mail. 10.3 Written Agreement to Govern. This Agreement (along with all documents and instruments to be delivered pursuant hereto, including all Exhibits and Schedules) sets forth the entire understanding, and supersedes all prior and contemporaneous discussions, negotiations, understandings and oral and written agreements, among the parties relating to the subject matter it contains and merges all prior and contemporaneous discussions among them. No party shall be bound by any definition, condition, representation, warranty, covenant or provision other than as expressly stated in this Agreement or in the other documents referred to in this Agreement which form a part of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and together shall constitute one and the same agreement. 10.4 Further Assurances. (a) The parties agree that before and after the Closing, they shall use all reasonable efforts to take, or cause to be taken (i) all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement; (ii) to execute any documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out any of the transactions contemplated hereunder and thereunder; and (iii) to cooperate with each other in connection with the foregoing. Upon Buyer’s request and at Buyer’s cost and expense, Seller shall deliver Buyer, before or after the Closing, copies of all Seller’s accounting records requested by Buyer and shall afford Buyer access to Seller’s auditors. (b) Each party agrees that throughout the term of this Agreement it will cooperate with and make available to the other party, during normal business hours, all books and records, information and employees (without substantial disruption of employment) retained and remaining in existence after the Closing which are necessary or useful in connection with any financial statement audit, tax inquiry, audit, investigation or dispute, any litigation or investigation or any other matter requiring any such books and records, information or employees for any reasonable business purpose and will take reasonable measures to cause its representatives, including its accountants to do the same.

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10.5 Severability. If any provision of this Agreement is judicially or administratively interpreted or construed as being unenforceable, such provision shall be inoperative, and the remainder of this Agreement shall remain binding upon the parties. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid as written by reason of its scope, the parties intend that such provision be enforced to the maximum extent permitted under applicable laws. 10.6 Interpretation. The headings in this Agreement are inserted for convenience of reference only and are not a part of and will not control or affect the meaning of this Agreement. 10.7 Waiver of Provisions. The terms, covenants, representations, warranties and conditions of this Agreement may be waived only by a written instrument executed by the party waiving compliance. The failure of any party at any time to require performance of any obligation under this Agreement and all other instruments and documents to be delivered pursuant hereto shall in no manner affect the right at a later date to enforce the same. No waiver by any party of any condition, or any breach of any provision, term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or the breach of any other provision, term, covenant, representation or warranty of this Agreement. 10.8 Law to Govern. The validity, construction and enforceability of this Agreement shall be governed in all respects by the laws of the State of New York, without regard to its conflict of laws rules. 10.9 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, administrators successors and assigns; however, neither this Agreement nor the rights or obligations of any party hereunder may be assigned except with the written consent of the other parties, which consent shall not be unreasonably withheld except that this Agreement may be assigned by FRB Sub to any other wholly owned entity of FRB. 10.10 Material Adverse Change or Material Adverse Effect. The term “Material Adverse Effect” or “Material Adverse Change” means a material adverse effect on the assets, business, condition (financial or otherwise) prospects or results of operations of Seller or Buyer, as the case may be, taken as a whole, provided, that none of the following alone shall be deemed, in and of itself, to constitute a Material Adverse Effect: or Material Adverse Change: (i) a change in the market price or trading volume of the shares of FRB’s or Kreido’s Common Stock, or (ii) changes in general economic conditions or changes affecting the industry in which the FRB or Seller operates generally. 10.11 Recovery of Fees and Expenses. In the event any party shall bring legal action to enforce its rights or the obligations of the other party under this Agreement or to pursue its remedies at law or in equity, the parties agree that the successful party in said legal proceedings shall be entitled to recover from the other party the reasonable costs and expenses, including attorneys’ fees and court costs, incurred in such legal action. 10.12 Business Day. The term “Business Day” means any day other than a Saturday, Sunday or any weekday on which the national banks located in New York are officially closed for business in the State of New York. (signature page follows)

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. Seller: KREIDO BIOFUELS, INC., a Nevada corporation By: /s/ G. A. Ben Binninger Name: G. A. Ben Binninger Title: Chief Executive Officer KREIDO LABORATORIES, a California corporation By: /s/ G. A. Ben Binninger Name: G. A. Ben Binninger Title: Chief Executive Officer Buyer: FOUR RIVERS BIOENERGY INC., a Nevada corporation By: /s/ Gary Hudson Name: Gary Hudson Title: President & CEO THE FOUR RIVERS BIOENERGY COMPANY, INC. a Kentucky corporation By: /s/ Gary Hudson Name: Gary Hudson Title: President & CEO Exhibits and Schedules intentionally omitted

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