______________________

    


    


    AMENDMENT
      NO. 1 TO

    


    AGREEMENT
      AND PLAN OF EXCHANGE

    


    


    EMVELCO
      CORP.

    


    and

     

    


    DAVY
      CROCKETT GAS COMPANY, LLC

    


    _______________________

     

    


    


    June
      11,
      2008


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    AMENDMENT
      NO. 1 TO THE AGREEMENT AND PLAN OF EXCHANGE

     

    THIS
      AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF EXCHANGE (the "Agreement") is
      made
      and entered into on June 11, 2008 by and among EMVELCO Corp., a Delaware
      corporation (hereinafter referred to as “EMVELCO”) and DAVY CROCKETT GAS
      COMPANY, LLC, a Nevada limited liability company (hereinafter referred to as
“DC
      Gas") and the members of DC Gas (the “Members”). The individuals and entities
      above are referred to in this Agreement individually as a “Party” and
      collectively as the “Parties.”

     

    RECITALS

    


    A. On
      May 1,
      2008, EMVELCO, DC Gas and the Members entered into that certain Agreement and
      Plan of Exchange (the “Original Agreement”) pursuant to which EMVELCO acquired
      DC Gas and the Members received convertible notes of EMVELCO in consideration
      for their interest in DC GAS.

    


    B. Each
      of
      the parties to the Original Agreement hereby agrees to enter into this Agreement
      in order to amend certain provisions of the Original Agreement.

    


    NOW,
      therefore, in consideration of the mutual covenants, agreements, representations
      and warranties contained in this Agreement, and for other good and valuable
      consideration, the receipt and adequacy of which are acknowledged, the Parties
      hereto agree as follows:

    


    1. Section
      1 of the Original Agreement is hereby amended and restated as
      follows:

    


    “SECTION
      1. OWNERSHIP OF EMVELCO AND DC GAS

    


    The
      Parties acknowledge that the ownership of the Companies, as of the date all
      Parties hereto have executed this Agreement, immediately prior to giving effect
      to the transactions hereunder, is as follows: 

    


    1.1. The
      authorized capital stock of EMVELCO currently consists of Thirty-Five Million
      (35,000,000) shares
      of
      common stock
      and Five
      Million (5,000,000) shares of preferred stock. At Closing, EMVELCO shall cause
      to be issued shares of Preferred Stock (“Preferred Shares”), in accordance with
      the Certificate of Designation attached hereto as Exhibit A, that are
      convertible into Fifty Million (50,000,000) shares of EMVELCO common stock
      (the
“EMVELCO
      Shares”).

    


    1.2. The
      membership interests of DC Gas, currently consists of Ten Thousand units of
      membership interests and is owned of record and held beneficially by the
      Members. The Members currently own collectively 10,000 units of DC Gas which
      represents 100% of the outstanding units of DC Gas (the “DC Gas Units”) and the
      Members are the sole members of DC Gas. The Members will transfer their DC
      Gas
      Units to EMVELCO at the Closing and such DC Gas Units shall be free and clear
      of
      all liens.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2. Section
      2.1 of the Original Agreement is hereby amended and restated as
      follows:

    


    “2.1 Convertible
      Notes and Additional Convertible Notes.
      EMVELCO
      hereby agrees that it shall issue the Preferred Shares to the Members in
      exchange for their outstanding DC Gas Units in proportion to their membership
      interest. EMVELCO will issue the Preferred Shares with a stated value of
      $50,000,000 concurrently with execution of this Agreement The Preferred Shares
      shall be issued to the Members in the amounts set forth next to their respective
      names on Schedule
      2.1
      to this
      Agreement.”

     

    IN
      WITNESS WHEREOF,
      the
      Parties have executed this Agreement on the date first above
      written.

     

    
      	 	
              EMVELCO
                CORP., 

            
	 	
              a
                Delaware Corporation

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:/s/Yossi
                Attia

            
	 	 	
              Name:
                Yossi Attia

            
	 	 	
              Its:
                Chief Executive Officer

            
	 	 	 	 
	 	 	 	 
	 	 	
              DAVY
                CROCKETT GAS COMPANY, LLC 

            
	 	 	
              a
                Nevada Limited Liability Company

            
	 	 	 	 
	 	 	 	 
	
               

            	 	
              By:/s/
                Mike M. Mustafoglu

            
	 	 	
              Its:
                Managers

            
	 	 	 	 
	 	 	
              TransGlobal
                Financial Services LLC, and 

            
	 	 	
              Robin
                Ann Gorelick Esq.

            
	 	 	
              Names:
                Mike M. Mustafoglu, President

            
	 	 	
              Robin
                Ann Gorelick Esq.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      
        	
                DAVY
                  CROCKETT GAS COMPANY, LLC MEMBERS:

              
	 	 	 
	
                PMFT
                  HOLDINGS, LTD.

              
	 	 	 
	 	 	 
	
                By:

              	
                /s/
                  Evan James

              	 
	
                Evan
                  James, Officer

              
	 	 	 
	
                CORPORATE
                  GROUP SERVICES LIMITED

              
	 	 	 
	 	 	 
	
                By:

              	
                /s/
                  Hulya Oransel

              	 
	
                Hulya
                  Oransel, President

              	 
	 	 	 
	 	 	 
	
                SULLY,
                  LLC

              
	 	 	 
	 	 	 
	
                By:
                  

              	
                /s/
                  Don Sullivan

              	 
	
                Don
                  Sullivan, Manager

              
	 	 	 
	
                BEACON
                  FINANCIAL CORP. 

              
	 	 	 
	 	 	 
	
                By:

              	
                /s/
                  Richard Fitzler

              	 
	
                Richard
                  Fitzler, President

              


      

    

     

    
      
         

      

      
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