Fuel Corp of America Sample Contracts

flexSCAN, Inc. – PRESS RELEASE CONTACT: Michael Nason nason.mike@gmail.com (October 20th, 2006)

Mission Viejo California. October 20, 2006- flexSCAN, Inc. (OTC BB: FXSC.OB- news) announced today the addition of Jonathan C. Javitt, MD, MPH to its board of directors and as Chief Science Advisor. Dr. Javitt is a world-renowned expert in information technology, health economics, and public health.

flexSCAN, Inc. – PRESS RELEASE CONTACT: Michael Nason (September 25th, 2006)

Mission Viejo, Calif., September 25, 2006 - flexSCAN, Inc. (OTCBB:FXSC) announced today the addition of Maury DeWald to its board of directors and as the Chairman of flexSCAN’s Audit Committee.

flexSCAN, Inc. – PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: Michael Nason nason.mike@gmail.com Office: 949-609-1966 Cell: 949-500-1180 (July 7th, 2006)

Mission Viejo, Calif., July 6, 2006 - flexSCAN, Inc. (OTCBB:FXSC) announced today the addition of Kenneth K. Westbrook to its board of directors and executive team as President of the company. A prominent healthcare executive whose past engagements include Tenet Healthcare and HCA Healthcare, Westbrook brings more than 25 years of high-level management experience to the company as it begins an exciting new chapter in development, according to Thomas Banks, Chairman/CEO.

flexSCAN, Inc. – Contract (June 7th, 2006)

NEITHER THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

flexSCAN, Inc. – Amendment No. 3 to Convertible Promissory Note (May 4th, 2006)

The Convertible Promissory Note (the “Note”) dated August 12, 2005, made in favor of Tryant LLC, a Delaware limited liability company (the “Tryant”) by Fuel Corporation of America, Inc. n/k/a flexSCAN, Inc. (the “Company”) and flexSCAN, Inc., n/k/a flexPlus, Inc. jointly and severally, in the amended principal amount of Two Hundred Fifty-Five Thousand dollars ($255,000) (the “Principal Amount”), as amended by Amendment to Convertible Promissory Note dated November 15, 2005 (the “November Amendment”) and by Amendment No. 2 to Convertible Promissory Note as executed on March 23, 2006, is hereby further amended to provide as follows:

flexSCAN, Inc. – Amendment No. 2 to Convertible Promissory Note (March 29th, 2006)

The Convertible Promissory Note (the “Note”) dated August 12, 2005, made in favor of Tryant LLC, a Delaware limited liability company (the “Tryant”) by Fuel Corporation of America, Inc. n/k/a flexSCAN, Inc. (the “Company”) and flexSCAN, Inc., n/k/a flexPlus, Inc. jointly and severally, in the principal amount of Two Hundred Fifty -Five Thousand ($255,000) (the “Principal Amount”), as amended by Amendment to Convertible Promissory Note dated November 15, 2005 (the “November Amendment”), is hereby further amended to provide as follows:

flexSCAN, Inc. – Amendment to Warrant (March 29th, 2006)

Reference is made to the Common Stock Warrant (the “Warrant”) dated August 12, 2005 issued by Fuel Corporation of America, Inc. n/k/a flexSCAN, Inc. (the “Company”) to Tryant LLC, a Delaware limited liability company (the “Holder”) granting to Holder the right to purchase up to 2,000,000 shares of Common Stock of the Company.

Fuel Corp of America – CONVERTIBLE PROMISSORY NOTE (August 18th, 2005)

The undersigned, jointly and severally, promise to pay to the order of Tryant LLC (“holder” or any successor holder), a Delaware limited liability company at 1608 West 2225 South, Woods Cross, Utah 84087, or at such other place as the holder hereof may designate in writing, the sum of TWO HUNDRED AND TWENTY-FIVE THOUSAND DOLLARS ($225,000), payable as follows:

Fuel Corp of America – flexSCAN, Inc. 27201 Puerta Real, Suite 350 Mission Viejo, CA 92691 (August 18th, 2005)

Indemnity Agreement that is Exhibit D to the Agreement and Plan of Merger (“Merger Agreement”), among flexSCAN, Inc., a Delaware corporation (“flexSCAN”); Fuel Corporation of America, a Nevada corporation (“FCA” or the “Company”); and a newly formed Delaware corporation that is a wholly-owned subsidiary of FCA (“Merger Sub”), and payment of the sum of $550,000 to Tryant LLC, a Delaware limited liability company (“Tryant”)

Fuel Corp of America – FLEXSCAN, INC. 10% CONVERTIBLE DEBENTURE (August 18th, 2005)

THE DEBENTURE REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK UNDERLYING SUCH DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION STATEMENT FOR THE DEBENTURE AND/OR COMMON STOCK UNDER THE SECURITIES ACT OF 1933 OR (B) AN OPINION REASONABLY SATISFACTORY TO FLEXSCAN, INC., FROM COUNSEL FOR FLEXSCAN, INC., OR FROM COUNSEL FOR THE PROPOSED TRANSFEROR REASONABLY SATISFACTORY TO FLEXSCAN, INC., TO THE EFFECT THAT THE TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.

Fuel Corp of America – Fuel Corporation of America August 18, 2005 (August 18th, 2005)

This memorandum provides certain information about Fuel Corporation of America (the “Company”) as of the above date. It is not intended as an offer to sell any securities of the Company, nor as a solicitation of an offer to buy such securities, nor does it purport to contain all of the information that a prospective investor may desire in investigating the Company. The memorandum has been prepared as a convenient means of providing information to the United States Securities and Exchange Commission.

Fuel Corp of America – FUEL CORPORATION OF AMERICA COMMON STOCK WARRANT (August 18th, 2005)

THIS CERTIFIES that, for value received, Tryant, LLC and its permitted transferees hereunder (the “Holder”), is entitled to subscribe for and purchase from FUEL CORPORATOIN OF AMERICA, a Nevada corporation (the “Company”), up to 2,000,000 fully paid and nonassessable shares (the “Warrant Shares”) of common stock, $.001 par value, of the Company (the “Common Stock”) at $.01 per share (the “Exercise Price”) subject to adjustment as provided in Section 2 hereof. Upon vesting of this Warrant pursuant to Section 1(b), in whole or in part, the Warrant shall be exercisable until the earlier of (i) repayment of the promissory note as described in Section 1(b) or (ii) August 12, 2008 (the “Exercise Period”).

Fuel Corp of America – FLEXSCAN, INC. 2005 EQUITY COMPENSATION INCENTIVE PLAN (August 18th, 2005)
Fuel Corp of America – LOCK-UP/LEAK-OUT AND REGISTRATION RIGHTS AGREEMENT (August 18th, 2005)

THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of August 12, 2005, between Fuel Corporation of America, a Delaware corporation (the “Company”), and Tryant LLC, a Delaware limited liability company (“Tryant” or the “Shareholder”).

Fuel Corp of America – FUEL CORPORATION OF AMERICA ENTERS INTO MERGER AGREEMENT WITH FLEXSCAN, INC. Salt Lake City, Utah - July 19, 2005 - Fuel Corporation of America, a Nevada corporation ("FCA") or the "Company") (OTCBB: FCPC), announced today the execution of an Agreement and Plan of Merger to acquire all of the outstanding common stock of privately held flexSCAN, Inc., a Delaware corporation ("flexSCAN")., Closing of the merger is subject to certain requirements including completion of final documentation, due diligence and other customary pre-closing conditions. There is no assurance this transaction will be co (July 19th, 2005)
Fuel Corp of America – FUEL CORPORATION OF AMERICA ANNOUNCES LETTER OF INTENT TO ACQUIRE FLEXCAN, INC. Woods Cross, Utah, June 7, 2005-- Fuel Corporation of America ("FCA" or the "Company") (OTCBB: FCPC) announced the execution of a Letter of Intent to acquire flexSCAN, Inc., a Delaware Corporation, ("FlexSCAN"). Terms of the Letter of Intent call for FCA to issue 30,516,992 shares of its common stock in exchange for all of the issued and outstanding securities of flexSCAN, Inc. flexSCAN is the first company to bring together pre-symptomatic disease screening, a corporate wellness benefits program, and online diet, (June 9th, 2005)
Fuel Corp of America – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF FUEL CORPORATION OF AMERICA ARTICLE ONE -- NAME The name of the corporation (hereinafter called the "Corporation") is "FUEL CORPORATION OF AMERICA". ARTICLE TWO -- REGISTERED AGENT/LOCATION The name of the Corporation's resident agent in the State of Nevada is Rite Inc, and the street address of the said resident agent where process may be served on the Corporation is 1905 South Eastern Ave. Las Vegas, NV 89104. The mailing address and the street address of the said resident agent are identical. ARTICLE THREE -- PURPOSE The nature of the busine (May 23rd, 2005)