Unassociated Document


    VOTING
      TRUST AGREEMENT

    


    NO
      CERTIFICATE IN THE VOTING TRUST ESTABLISHED HEREBY HAS BEEN REGISTERED UNDER
      THE
      SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAW OF ANY STATE, EACH SUCH
      CERTIFICATE BEING ACQUIRED BY THE HOLDER THEREOF IN A TRANSACTION EXEMPT FROM
      THE REGISTRATION PROVISIONS OF SUCH LAWS. 

    


    THIS
      VOTING TRUST AGREEMENT
      (the
      "Voting Trust Agreement") is made and entered into as of this __ day of
      _______________, 2007, by and among the shareholders set forth on the signature
      page (collectively, the "Shareholders"), each a holder of "Shares" (as
      hereinafter defined) issued by Malibu Minerals, Inc., a Nevada corporation
      (the
      "Company"), together with such other present and/or future shareholders of
      the
      Company as may hereafter become parties hereto or holders of Voting Trust
      Certificates (all of the foregoing being hereinafter being individually referred
      to as a "Shareholder" and collectively referred to as the "Shareholders"),
      on
      the one hand and Sichenzia Ross Friedman Ference LLP with offices at 1065 Avenue
      of the Americas, 21st Floor, New York, NY 10018, and any successor or successors
      in trust (the "Trustee"), on the other hand. 

    


    WHEREAS,
      the
      Company is a corporation organized and existing under the laws of the State
      of
      Nevada, with authorized capital of 100,000,000 shares of common stock, $.001
      par
      value (the “Common Stock”);

    


    WHEREAS,
      the
      Stockholders own an aggregate of ________________ shares of Common
      Stock;

    


    WHEREAS,
      pursuant
      to an Acquisition Agreement (the “Acquisition Agreement”) dated December ___,
      2006 between the Company, Flex Fuels Energy Limited, a company registered in
      England and Wales under company number 6003328 (“Flex Fuels”), and the
      shareholders of Flex Fuels, the Company acquired 15% all of the entire issued
      share capital of Flex Fuels in consideration for payment of $1,500,000, and
      intends to further acquire the balance, 85%, of the issued share capital of
      Flex
      Fuels pursuant to the terms of the Acquisition Agreement;

    


    WHEREAS,
      pursuant
      to the Acquisition Agreement, each of the Shareholders has entered into a
      Lock-up Agreement (the “Lock-up Agreement”) dated as of the respective date of
      execution with the Company and Flex Fuels pursuant to which each Shareholder
      agreed not to, during the period beginning on the date of the Acquisition
      Agreement and ending on the date 12 months after the Completion Date (as defined
      in the Acquisition Agreement), sell, assign, give, pledge, encumber, dispose
      or
      otherwise transfer ownership of any right, title or interest to all or any
      portion of the Shares (as defined below) held by each respective Shareholder,
      unless permitted under the Lock-up Agreement;

    


    WHEREAS,
      in order
      to insure continuity and stability of policy and management and for the benefit
      and protection of the present and future holders of Common Stock, the Company
      requires the deposit hereunder with the Voting Trustee, of the shares of Common
      Stock being so deposited, and each of the Stockholders deems the deposit of
      its
      shares of Common Stock hereunder to be in its interest; 

    


    WHEREAS,
      the
      Trustee has consented to act under this Voting Trust Agreement for the purposes
      herein provided. 

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein, the
      parties hereto agree as follows:

     

    
      
         

      

      
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    1.
      Transfer of Stock to Trustee.
      Each of
      the Shareholders hereby assigns and transfers to the Voting Trust the number
      of
      shares of Common Stock (the “Shares” or the “Securities”) set forth opposite
      such Shareholders name on Exhibit A hereto and herewith deposits with the Voting
      Trust the certificate or certificates representing such shares, duly endorsed
      in
      blank or accompanied by a proper instrument of assignment duly executed in
      blank, and in either case with all requisite transfer tax stamps attached.
      Each
      of the Shareholders shall so assign, transfer and deposit any other shares
      of
      Common Stock and the certificates therefore hereafter acquired by such
      Shareholders, including, without limitation, pursuant to the exercise of options
      or warrants, immediately upon such acquisition. Upon receipt by the Voting
      Trust
      of the certificates representing any shares of Common Stock, the Voting Trust
      shall hold such shares subject to the terms and conditions of this Agreement
      and
      shall deliver or cause to be delivered to each Shareholders certificates (the
      "Voting Trust Certificates") representing the shares of Common Stock so
      deposited by such Shareholder. 

    


    All
      certificates of Securities transferred and delivered to the Trustee pursuant
      to
      this Voting Trust Agreement shall be surrendered by the Trustee to the Company
      and cancelled, and new certificates therefor shall be issued to and held by
      the
      Trustee in the name of "Richard A. Friedman as Trustee under the Voting Trust
      Agreement, dated ______________ ____, 2007" and shall have the following legend
      placed on the certificate therefor: 

    


    "The
      shares represented by this certificate are subject to the terms of a Voting
      Trust Agreement dated ______________ ____, 2007, as amended from time to time,
      a
      copy of which is on file at the office of Sichenzia Ross Friedman Ference LLP"
      

    


    This
      legend shall be in addition to any other legends which are required by federal
      or state laws (including, but not limited to any legend required by the
      Securities Act of 1933 or the "blue sky" laws of any state, or any rule or
      regulation thereunder) or as otherwise may be reasonably required by the
      Trustee. 

    


    2.
      Voting Trust Certificates.
      The
      Voting Trust Certificates to be issued and delivered by the Trustee in respect
      of the Securities deposited with the Trustee ("Voting Trust Certificates")
      shall
      be in substantially the form of Exhibit B attached hereto. 

    


    3.
      Transfer of Certificates.
      The
      Voting Trust Certificates shall be transferable at the office of the Trustee,
      located at 1065 Avenue of The Americas, 21st Floor, New York, NY 10018 (or
      at
      such other office as the Trustee may designate by an instrument in writing
      signed by the Trustee and sent by mail to the registered holders of Voting
      Trust
      Certificates), on the books of the Trustee, by the registered owner thereof,
      either in person or by his duly authorized attorney, in accordance with the
      terms of this Voting Trust Agreement, and according to the rules established
      for
      that purpose by the Trustee and upon surrender of such Voting Trust
      Certificates. The Trustee may treat the registered holder as owner thereof
      for
      all purposes whatsoever, but the Trustee shall not be required to deliver
      certificates of Securities hereunder without the surrender of such Voting Trust
      Certificates. The Trustee shall not be required to recognize any transfer of
      a
      Voting Trust Certificate not made in accordance with the provisions hereof.
      

    


    If
      a
      Voting Trust Certificate is lost, stolen, mutilated or destroyed, the Trustee,
      in the Trustee's discretion, may issue a duplicate of such certificate upon
      receipt of: (a) evidence of such fact satisfactory to the Trustee; (b) indemnity
      satisfactory to the Trustee; (c) the existing certificate, if mutilated; and
      (d)
      reasonable fees and expenses in connection with the issuance of a new trust
      certificate. 

    


    4.
      Restrictions.
      No
      Shareholder shall sell, assign, give, pledge, encumber, dispose or otherwise
      transfer ownership of any right, title or interest to all or any portion of
      his
      Securities or Voting Trust Certificates in the Company, by operation of law
      or
      otherwise, except in accordance with and as provided by this Voting Trust
      Agreement, the Lock-up Agreement (as defined below) and except in compliance
      with all applicable Federal and state securities laws, rules and regulations.
      

    


    5.
      Restrictions on Transfers.
      Voting
      Trust Certificates issued hereunder shall be freely transferable by the holders
      thereof without restriction other than compliance with all federal and state
      securities laws and all other applicable laws, rules and regulations.
      Certificates for the Securities deposited hereunder in the name of the Trustee
      shall not be transferable at any time during the term hereof. Accordingly,
      during the term hereof, no such Securities may be transferred, conveyed,
      assigned, encumbered or hypothecated in any manner whatsoever by the Trustee
      or
      the holder of the related Voting Trust Certificate. The Shareholders further
      acknowledge that each of the shareholders has also entered into or intends
      to
      enter into a Lock-up Letter Agreement with the Company (the “Lock-up Agreement”)
      with respect to the Shares set forth opposite such Shareholder’s name on Exhibit
      A hereto. 

     

    
      
         

      

      
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    6.
      Voting of Shares.
      (a)
      Until the Termination Date, the Trustee shall cause all Shares of Common Stock
      held by the Voting Trust to be voted in accordance with the decision of the
      Majority Directors. 

    


    (b)
      For
      purposes of this Voting Trust Agreement, a "Majority Directors” shall mean an
      affirmative vote of a majority of the votes cast by the Directors on a
      particular matter at a meeting of the Directors at which a majority of the
      Directors is present in person or by proxy, with each Director entitled to
      one
      vote. 

    


    7.
      Agreement.
      A copy
      of this Voting Trust Agreement, and of every agreement extending, supplementing
      or amending this Voting Trust Agreement, shall be filed in the principal office
      of the Company and shall be open to the inspection of any Shareholder or any
      beneficiary of the trust established under this Voting Trust Agreement. All
      Voting Trust Certificates issued under this Voting Trust Agreement shall be
      issued, received and held subject to the terms of this Voting Trust Agreement.
      Every person, firm, or corporation entitled to receive Voting Trust Certificates
      representing Securities, and their transferees and assigns, upon accepting
      the
      Voting Trust Certificates issued hereunder, shall be bound by the provisions
      of
      this Voting Trust Agreement and shall be considered a Shareholder for purposes
      of this Voting Trust Agreement. This Voting Trust Agreement shall be governed
      under the laws of the State of New York. 

    


    8.
      Termination of Agreement.
      Except
      as otherwise provided in this Voting Trust Agreement, the Trust created by
      this
      Voting Trust Agreement is hereby expressly declared to be irrevocable. This
      Voting Trust Agreement shall terminate and be of no further force and effect
      twelve (12) months after the Completion Date (as defined in the Acquisition
      Agreement) (the “Termination Date”).

    


    9.
      Termination Procedure.
      Upon the
      termination of this Voting Trust Agreement as provided in Section 7 hereof,
      the
      Trustee, at such time as the Trustee may choose during the period commencing
      twenty (20) days before and ending twenty (20) days after such termination,
      shall mail written notice of such termination to the registered owners of the
      Voting Trust Certificates, at the addresses appearing on the transfer books
      of
      the Trustee. From the date specified in any such notice (which date shall be
      fixed by the Trustee), the Voting Trust Certificates shall cease to have any
      effect, and the holders of such Voting Trust Certificates shall have no further
      rights under this Voting Trust Agreement other than to receive certificates
      for
      the Securities or other property to the extent distributable under the terms
      of
      this Voting Trust Agreement. 

    


    Within
      thirty (30) days after the termination of this Voting Trust Agreement, the
      Trustee shall instruct the Company’s transfer agent (the “Transfer Agent”) to
      deliver to the registered holders of all Voting Trust Certificates, certificates
      for the number of shares of the Securities represented thereby or other property
      as specified under the terms hereof, upon the surrender of such Voting Trust
      Certificates properly endorsed, such delivery to be made in each case at the
      designated office of the Trustee; provided that the Trustee shall not be held
      liable for the Company’s refusal to provide to the Transfer Agent any documents
      requested by the Transfer Agent to effect the issuance or delivery of the
      aforementioned certificates.

    


    At
      any
      time subsequent to thirty (30) days after the termination of this Voting Trust
      Agreement, the Trustee may deposit Securities with the Company equal to the
      number of Securities represented by the Voting Trust Certificates then
      outstanding, with authority in writing to the Company to deliver the Securities
      in exchange for such Voting Trust Certificates. Upon such deposit, all further
      liability of the Trustee for the delivery of the Securities and the delivery
      or
      payment of dividends upon surrender of the Voting Trust Certificates shall
      cease, and the Trustee shall not be required to take any further action
      hereunder. 

     

    10.
      Dividends and Other Distributions.
      If any
      dividend or other distribution in respect of the Securities deposited with
      the
      Trustee is paid, in whole or in part, in stock having general voting powers,
      the
      Trustee shall likewise hold, subject to the terms of this Voting Trust
      Agreement, the Securities which are received by the Trustee on account of such
      dividend or other distribution, and the holder of each Voting Trust Certificate
      representing Securities on which such stock dividend has been paid shall be
      entitled to receive a Voting Trust Certificate issued under this Voting Trust
      Agreement for the number of shares and class of stock which constitutes such
      dividend or distribution. Holders entitled to receive the dividends or
      distributions described hereinabove shall be persons registered as such on
      the
      transfer books of the Trustee at the close of business on the day fixed by
      the
      Company for the taking of a record to determine those holders of its stock
      entitled to receive such dividends or distributions, or if the Trustee has
      fixed
      a date, as hereinafter in this paragraph provided, for the purpose of
      determining the holders of Voting Trust Certificates entitled to receive such
      payment or distribution, then persons registered as such at the close of
      business on the date so fixed by the Trustee shall be entitled to receive the
      dividends or distributions referred to herein. 

    


    
      
         

      

      
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    If
      any
      dividend or distribution in respect of any of the Securities deposited with
      the
      Trustee is paid other than in stock having general voting powers, such as cash
      or non-voting securities, the Trustee shall distribute the same among the
      registered holders of the related Voting Trust Certificates at the close of
      business on the day fixed by the Trustee for taking a record to determine the
      holders of Voting Trust Certificates entitled to receive such distribution.
      Such
      distribution shall be made to such holders of Voting Trust Certificates ratably,
      in accordance with the number of shares represented by their respective Voting
      Trust Certificates. 

    


    The
      transfer books of the Trustee may be closed temporarily by the Trustee for
      a
      period not exceeding twenty (20) days preceding the date fixed for the payment
      of dividends or like distributions, or the distribution of assets or rights,
      or
      at any other time in the discretion of the Trustee. In lieu of providing for
      the
      closing of the books against the transfer of Voting Trust Certificates, the
      Trustee may fix a date not exceeding twenty (20) days preceding any date fixed
      by the Company for the payment of dividends or other distributions, or for
      the
      distribution of assets or rights, as a record date for the determination of
      the
      holders of Voting Trust Certificates entitled to receive such dividends or
      distributions, and the holders of Voting Trust Certificates of record at the
      close of business on such date shall exclusively be entitled to participate
      in
      such dividends or distributions. 

    


    In
      lieu
      of receiving cash dividends or other distributions upon the Securities and
      paying the same to the holders of Voting Trust Certificates pursuant to the
      provisions of this Voting Trust Agreement, the Trustee may instruct the Company
      in writing to pay such dividends or distributions directly to the holders of
      the
      Voting Trust Certificates. The Trustee may at any time revoke such instructions,
      and by written notice to the Company, may direct it to pay dividends or other
      distributions to the Trustee. Upon such instructions being given by the Trustee
      to the Company, and until revoked by the Trustee, all liability of the Trustee
      with respect to such dividends or distributions paid by the Company directly
      to
      the holders of the Voting Trust Certificates, or not paid by the Company to
      the
      Trustee, shall cease. 

    


    11.
      Dissolution of Company.
      In the
      event of the dissolution or total or partial liquidation of the Company, whether
      voluntary or involuntary, the Trustee shall receive the monies, securities,
      rights or property to which the holders of the Securities deposited hereunder
      are entitled, and shall distribute the same among the registered holders of
      Voting Trust Certificates in proportion to their interests, as shown by the
      books of the Trustee, or the Trustee may, in the Trustee's discretion, deposit
      such monies, securities, rights or property with any bank or trust company
      as
      the Trustee shall determine, with authority and instructions to distribute
      the
      same as above provided, and all further obligations or liabilities of the
      Trustee in respect of such monies, securities, rights or property so distributed
      shall cease. 

    


    12.
      Reorganization of the Company.
      In case
      the Company is merged into or consolidated with another corporation, or all
      or
      substantially all of the assets of the Company are transferred to another
      corporation, then in connection with such transfer, the term "Company," for
      all
      purposes of this Voting Trust Agreement, shall be taken to include such
      successor corporation, and the Trustee shall receive and hold under this Voting
      Trust Agreement any stock of such successor corporation received on account
      of
      the ownership, as Trustee hereunder, of the Securities held hereunder prior to
      such merger, consolidation or transfer. Voting Trust Certificates issued and
      outstanding under this Voting Trust Agreement at the time of such merger,
      consolidation or transfer may remain outstanding, or the Trustee may, in the
      Trustee's discretion, substitute for such Voting Trust Certificates new Voting
      Trust Certificates in appropriate form, and the term "Stock" as used herein
      shall be taken to include any stock which may be received by the Trustee in
      lieu
      of all or any part of the stock of the Company. 

    


    
      
         

      

      
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    13.
      Rights and Duties of Trustee.
      Until
      the actual delivery to the holders of Voting Trust Certificates issued hereunder
      of the Securities in exchange therefor, and until the surrender of the Voting
      Trust Certificates for cancellation, no Shareholder shall have the right to
      vote
      the Securities held hereunder. The Trustee shall have the exclusive right to
      exercise all of the Shareholders' voting rights and powers in respect of such
      shares deposited hereunder, as if the Trustee was the absolute owner thereof.
      Without limiting the generality of the foregoing, the Trustee shall have the
      right to exercise, in person or by the Trustee's nominees or proxies, all
      Shareholders' rights and powers in respect of all the Securities deposited
      hereunder, including the right to vote and to take part in or consent to any
      corporate or Shareholders' action of any kind whatsoever. The right to vote
      shall include, without limitation, the right and duty to vote for any election
      or removal of directors, and in favor of or against any resolution or proposed
      action of any character whatsoever, which may be presented at any meeting,
      or
      require the consent of the shareholders of the Company, including, without
      limitation, the dissolution or liquidation of the Company. 

    


    In
      voting
      the Securities held by the Trustee under this Voting Trust Agreement, the
      Trustee shall vote to take such part or action in respect to the management
      of
      the Company's affairs as the Trustee may deem necessary, to the end that the
      Trustee may be advised of the affairs of the Company and the management thereof;
      and in voting upon any matters that may come before the Trustee at any
      shareholders' meeting, the Trustee shall exercise the Trustee's best judgment,
      but the Trustee shall not be personally liable with respect to any action taken
      pursuant to the Trustee's votes so cast in any matter or act committed or
      omitted to be done under this Voting Trust Agreement, provided such commission
      or omission does not amount to willful misconduct on the Trustee's part.


    


    14.
      Initial and Successor Trustee.
      The
      initial Trustee hereunder is Sichenzia Ross Friedman Ference LLP, attention
      Richard A. Friedman. If the Trustee is not willing to serve, then the holders
      of
      Voting Trust Certificates then representing a majority of the voting power
      of
      the Securities deposited hereunder shall designate one or more persons, bank
      or
      trust companies meeting the qualifications described above to serve as successor
      trustee(s) or co-trustees. Such written designation may be amended or revoked
      at
      any time and such designation may provide for a series of successor Trustees.
      If
      there is more than one Trustee hereunder, then a majority vote of such Trustees
      shall be required for any action of the Trustees hereunder. 

    


    15.
      Reimbursement of Trustee Expenses; Liability of Trustee.
      The
      Trustee shall not be paid compensation for the Trustee's services. The Trustee
      shall have the right to incur and pay such reasonable expenses and charges,
      and
      to employ and pay such agents, attorneys and counsel as the Trustee may deem
      necessary and proper for carrying this Voting Trust Agreement into effect.
      Any
      such expenses or charges incurred by or due to the Trustee may be deducted
      from
      the dividends or other monies or property received by the Trustee on the shares
      deposited hereunder, or the Trustee may render statements directly to the
      registered holders of all the Voting Trust Certificates outstanding under this
      Voting Trust Agreement for payment of such expenses on a pro rata basis. Nothing
      herein shall disqualify the Trustee or incapacitate the Trustee from serving
      the
      Company or one or more of the holders of the Voting Trust Certificates in any
      capacity, and from receiving compensation for such service. 

    


    The
      Trustee shall incur no responsibility or liability by reason of any error of
      law
      or with respect to anything done or suffered or omitted, except for the
      Trustee's own individual willful misconduct or failure to exercise good faith
      in
      connection with or arising out of this Voting Trust Agreement or the discharge
      by the Trustee of the Trustee's duties hereunder. The Shareholders agree to
      indemnify and save harmless the Trustee from and against any and all claims,
      expenses and liabilities incurred by the Trustee or asserted against the Trustee
      in connection with or arising out of this Voting Trust Agreement or the
      discharge by the Trustee of the Trustee's duties hereunder, except for a
      Trustee's willful misconduct or failure to exercise good faith in such matters,
      which agreement to indemnify and hold the Trustee harmless shall be subject
      to
      contribution by the Shareholders in proportion to their interest in the
      Securities entrusted with the Trustee hereunder at the time of the initial
      assertion of a claim by any Trustee to be so indemnified or held harmless.
      No
      Trustee shall be required to give any bond or other security for the discharge
      of the Trustee's duties. 

    


    The
      Trustee may consult with legal counsel and the Trustee shall be fully protected
      and be subject to no liability for any action under this Voting Trust Agreement
      taken or suffered in good faith by the Trustee in accordance with the opinion
      of
      such counsel; the Shareholders shall pay the costs of such legal counsel.


    


    
      
         

      

      
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    16.
      Shareholder Representations and Agreements.
      Each
      Shareholder represents, warrants and agrees as follows: 

    


    (a)
      that
      Exhibit A annexed hereto sets forth the shares of which such Shareholder is
      the
      record and beneficial owner; 

    


    (b)
      that
      such Shareholder is on the date hereof the lawful owner of the number of shares
      set forth therein, free and clear of all liens, security interests,
      encumbrances, voting agreements and commitments of every kind; 

    


    (c)
      such
      Shareholder has all necessary power and authority to enter into this Voting
      Trust Agreement, and that this Voting Trust Agreement is the legal, valid and
      binding agreement of the Shareholder, and is enforceable against such
      Shareholder in accordance with its terms; 

    


    (d)
      such
      Shareholder agrees that monetary damages would be an inadequate remedy for
      the
      breach by such Shareholder of any term or condition of the Voting Trust
      Agreement, and that the Trustee shall be entitled to a temporary restraining
      order and preliminary and permanent injunctive relief in order to enforce the
      agreements of such Shareholder set forth herein, without the posting of a bond
      or other security; and 

    


    17. Notices.
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall conclusively deem to have been duly given: (a) when hand
      delivered to the receiving party; (b) when received when sent by facsimile
      at
      the applicable address and the numbers set forth below or shown on the transfer
      books of Trustee; (c) three business days after deposit in the U.S. Mail with
      first class or certified mail receipt requested postage prepaid and addressed
      to
      the applicable party as set forth below or in the transfer books of Trustee;
      or
      (d) the next business day after deposit with a national overnight delivery
      service, postage prepaid, addressed to the applicable party as set forth below
      or in the transfer books of Trustee with next business day delivery guaranteed,
      provided that the sending party receives a confirmation of delivery from the
      delivery service provider. 

    


    To
      the
      Trustee: 

    Sichenzia
      Ross Friedman Ference LLP, Trustee

    Attention:
      Richard A. Friedman

    1065
      Avenue of the Americas, 21st
      Floor

    New
      York,
      NY 10018

    Fax
      No.:
      (212) 930-9700

    


    To
      the
      Company: 

    Malibu
      Minerals, Inc. 

    502
      East
      John Street

    Carson
      City, NV 89706

    Attention:
      James Laird

    Fax
      No.:


    


    With
      a
      copy to: 

    Richard
      A. Friedman, Esq.

    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas, 21st
      Floor

    New
      York,
      New York 10018

    Fax
      No.:
      (212) 930-9700

    


    Every
      notice so given shall be effective, whether or not received, and the date of
      mailing shall be the date such notice is deemed given for all purposes. The
      addresses of the holders of Voting Trust Certificates, as shown on the transfer
      books of the Trustee, shall in all cases be deemed to be the addresses of Voting
      Trust Certificate holders for all purposes under this Voting Trust Agreement,
      without regard to what other or different addresses the Trustee may have for
      any
      Voting Trust Certificate holder on any other books or records of the Trustee.
      

    


    
      
         

      

      
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    All
      distributions of cash, securities or other property hereunder by the Trustee
      to
      the holders of Voting Trust Certificates may be made, in the discretion of
      the
      Trustee, by registered mail in the same manner as hereinabove provided for
      the
      giving of notices to the holders of Voting Trust Certificates. 

    


    17.
      Securities Act Restrictions.
      The
      Shareholders acknowledge their recognition and understanding that neither their
      Voting Trust Certificate(s) nor any interest of the Shareholders created by
      the
      terms of this Voting Trust Agreement is or will be registered under the
      Securities Act of 1933, as amended, and the rules and regulations promulgated
      thereunder or under any state securities law (collectively, the "Securities
      Acts"), in reliance upon exemptions contained in the Securities Acts. In
      addition, the Shareholders understand and agree that: (a) all of the Voting
      Trust Certificates, and all of the interest of the Shareholders created by
      this
      Voting Trust Agreement, have been or are being acquired by the Shareholders
      for
      their own accounts and not with a view to, or for resale in connection with,
      any
      distribution of such shares or interest within the meaning of the Securities
      Acts; and (b) neither such Voting Trust Certificates nor such interest created
      by this Voting Trust Agreement have been registered under any of the Securities
      Acts, and each must be held indefinitely unless they are subsequently registered
      under the Securities Acts or an exemption from such registration is available.
      The Shareholders acknowledge and agree that the Trustee has no obligation to
      cause the Voting Trust Certificates or any such interested created by the terms
      of this Voting Trust Agreement to be registered under any of the Securities
      Act,
      nor does the Trustee have the obligation to comply with any exemption under
      the
      Securities Acts which would permit the same to be transferred without
      registration. 

    


    [SIGNATURE
      PAGE FOLLOWS]

    


    



    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      Trustee has signed this Voting Trust Agreement, and the Shareholders have signed
      this Voting Trust Agreement. 

    


    TRUSTEE:

    


    


    ________________________________

    Sichenzia
      Ross Friedman Ference LLP

    


    


    SHAREHOLDERS:

     

    
      	 	 	 	 
	/s/ 	 	 	/s/ 
	
              
(Name
              of Shareholder) 	 	 	
              
 (Name
              of Shareholder)
	 	 	 	 


    

     

     

    
 

    
      	 	 	 	 
	/s/ 	 	 	/s/ 
	
              

            	 	 	
              

            
	Name
Title
	 	 	Name
Title



    

     

     

    
       

      
        	 	 	 	 
	/s/ 	 	 	/s/ 
	
                
(Name
                of Shareholder) 	 	 	
                
 (Name
                of Shareholder)
	 	 	 	 


      

       

    

    

      
        	 	 	 	 
	/s/ 	 	 	/s/ 
	
                

              	 	 	
                

              
	Name
Title
	 	 	Name
Title



      

      
 

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    


    


    Name
      and Address of Shareholder                                        Number
      of Shares

    


    


    



    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    EXHIBIT
      B

    


    NO.
      ________         
      _________ SHARES 

    


    MALIBU
      MINERALS, INC.

    A
      NEVADA CORPORATION 

    


    VOTING
      TRUST CERTIFICATE FOR SECURITIES 

    


    This
      certifies that ___________________________ or permitted registered assigns
      is
      entitled to all the benefits arising from the deposit with the Trustee under
      the
      Voting Trust Agreement (defined below), of certificates for __________ shares
      of
      the Securities of Malibu Minerals, Inc., a Nevada corporation (the "Company"),
      as provided in such Voting Trust Agreement and subject to the terms thereof.
      Capitalized terms not defined herein shall have that meaning ascribed to such
      term in the Voting Trust Agreement. 

    


    This
      Certificate is issued, received and held under, and the rights of the owner
      hereof are subject to, the terms of a Voting Trust Agreement dated
      ______________ ____, 2007, between Richard A. Friedman of Sichenzia Ross
      Friedman Ference LLP, and certain holders of certificates issued thereunder
      (the
      "Voting Trust Agreement"). A copy of the Voting Trust Agreement, and of every
      agreement amending or supplementing the same, is on file in the principal office
      of Sichenzia Ross Friedman Ference LLP, at 1065 Avenue of The Americas, 21st
      Floor, New York, NY 10018. By acceptance hereof, the registered owner of this
      Certificate hereby assents to, and agrees to be bound by, all of the terms
      and
      conditions of the Voting Trust Agreement, whether or not said registered owner
      has executed the Voting Trust Agreement. 

    


    Stock
      certificates for the number of shares of Securities then represented by this
      Certificate, or the net proceeds in cash or property of such shares, shall
      be
      due and deliverable hereunder upon the termination of the Voting Trust
      Agreement, as provided therein. 

    


    The
      Voting Trust Agreement shall continue in full force and effect until
      ______________ ____, 2007 (twelve (12) months from the Completion Date as
      defined in the Acquisition Agreement dated ______________ ____, 2007), unless
      such date is extended or the Voting Trust Agreement is terminated prior thereto,
      as provided in the Voting Trust Agreement. 

    


    This
      Certificate is transferable only in compliance with Section 3 of the Voting
      Trust Agreement, and permitted transfers only of this Certificate shall be
      accomplished on the books of the Trustee upon surrender (by the registered
      owner
      hereof or his duly authorized representative) of this Certificate at the
      principal office of the Trustee, as aforesaid, in accordance with rules to
      be
      established for that purpose by the Trustee, and upon presentation to the
      Trustee of all necessary documentation to support such permitted transfer.
      

    


    This
      Certificate shall not be valid for any purpose until duly signed by the Trustee.
      

    


    IN
      WITNESS WHEREOF,
      the
      Trustee has signed this Certificate on this __ day of ________, 2007.


    


    


    _____________________________

    Sichenzia
      Ross Friedman Ference LLP, Trustee