0001144204-07-001799 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York

This INDEMNITY AGREEMENT (the “Agreement”) is dated as of January 12, 2007 and is made by and between Kreido Biofuels, Inc. (f/k/a Gemwood Productions, Inc.), a Nevada corporation (the “Company”), and [ ], an officer or director of the Company (the “Indemnitee”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG KREIDO BIOFUELS, INC. (formerly known as Gemwood Productions, Inc.) KREIDO ACQUISITION CORP. AND KREIDO LABORATORIES January 12, 2007
Agreement and Plan of Merger and Reorganization • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into and effective as of November 1, 2006 (the “Effective Date”), between KREIDO LABORATORIES (the “Company”), and JOEL BALBIEN, Ph.D., an individual (the “Executive”).

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ESCROW AGREEMENT
Escrow Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York

This Escrow Agreement is entered into as of January 12, 2007, by and among Kreido Biofuels, Inc. (f/k/a Gemwood Productions, Inc.), a Nevada corporation (the “Parent”), Joel A. Balbien (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”).

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SPLIT-OFF AGREEMENT
Split-Off Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York

SPLIT-OFF AGREEMENT, dated as of this 12th day of January, 2007 (this “Agreement”), by and among Kreido Biofuels, Inc. (f/k/a Gemwood Productions, Inc.), a Nevada corporation (“Seller”), Victor Manuel Savceda (“Buyer”), Gemwood Leaseco, Inc., a Nevada corporation (“Leaseco”), and Kreido Laboratories, a California corporation (“Kreido”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 12th day of January, 2007 (the “Effective Date”) between Kreido Biofuels, Inc. (f/k/a Gemwood Productions, Inc.), a Nevada corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each a “Purchaser” and collectively the “Purchasers”).

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KREIDO BIOFUELS, INC. Form of Non-Qualified Stock Option Agreement
Kreido Biofuels, Inc. • January 16th, 2007 • Services-amusement & recreation services • New York

The grant of this stock option is made pursuant to the Kreido Biofuels, Inc. Equity Incentive Plan (the “Plan”). The terms of the Plan are incorporated into this letter and in the case of any conflict between the Plan and this letter, the terms of the Plan shall control.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York

THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this 12th day of January, 2007, by and among Kreido Biofuels, Inc. (f/k/a Gemwood Productions, Inc.), a Nevada corporation (the “Company”), Kreido Laboratories, a California corporation (“Kreido”) and the investor identified on the signature page to this Agreement (the “Investor”).

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KREIDO BIOFUELS, INC.
Kreido Biofuels, Inc. • January 16th, 2007 • Services-amusement & recreation services • New York
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