Unassociated Document


     

    ACQUISITION
      AGREEMENT

     

    AMONG

     

     

    	1. 
	
            MALIBU MINERALS, INC
              (Purchaser)

          


    	 	 


    	2. 
	FLEX FUELS
            ENERGY LIMITED (Company)


    	 	 


    	3. 	
            VARIOUS
              SHAREHOLDERS (Shareholders)

          


     

    	4. 	
            GORDON
              ALAN EWART AND JON PENTON (GAE and
              JP)

          


     

    THIS
      DOCUMENT IS FOR DISTRIBUTION IN THE UNITED KINGDOM ONLY TO PERSONS HOLDING
      SHARES IN THE LIMITED COMPANY. THIS DOCUMENT IS NOT A PROSPECTUS PURSUANT TO
      SECTION 85 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. FOR THE PURPOSES
      OF
      SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, THIS DOCUMENT IS
      A
      COMMUNICATION WHICH FALLS WITHIN THE SCOPE OF THE SALE OF BODY CORPORATE
      EXEMPTION PURSUANT TO REGULATION 62 OF THE FINANCIAL SERVICES AND MARKETS ACT
      (FINANCIAL PROMOTION) ORDER 2005.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    AN
      AGREEMENT dated the 29 December of 2006

     

    AMONG

     

    
      	
              1.            
                

            	
              MALIBU
                MINERALS, INC., a corporation incorporated and registered in accordance
                with the laws of the State of Nevada, USA and having its principal
                office
                located at Suite 510 - 999 West Hastings Street, Vancouver, British
                Columbia, Canada, A1 V6C 2W2 (the “Purchaser”);


            


    

     

    
      	
              2.            
                

            	
              FLEX
                FUELS ENERGY LIMITED, a company registered in England and Wales under
                company number 6003328 with its registered office located at 30 St.
                Mary
                Axe, London, EC3A 8EP (the “Company”);
                and

            


    

     

    	3.         
              	
            THE
              PERSONS WHOSE NAMES AND ADDRESSES are set out in the first column of
              Schedule 2 and whose address for the purpose of service of notices
              shall
              be the address of the Company’s Solicitors unless otherwise notified to
              the other parties (the “Shareholders”).

          


     

    	4.         
              	
            GORDON
              ALAN EWART of 125 Springfield Avenue, London SW20 9JS and JON PENTON
              of
              Lilac Cottage, Compton Dundon, Somerset TA11 6PS (hereinafter referred
              to
              as “GAE and “JP”, respectively). 

          


     

    WHEREAS:

     

    
      	
              A.

            	
              The
                Company plans to construct, own and manage seed processing facilities,
                refineries producing bio diesel products (and associated power generation
                facilities if commercially desirable) and to engage in the business
                of
                selling supplying and distributing bio diesel products.
                

            


    

     

    
      	
              B.

            	
              The
                Purchaser, a Nevada, United States, company primarily engaged in
                the
                exploration of mineral properties, has access to the capital markets
                and
                has agreed to collaborate with the Company in providing finance in
                support
                of its activities with the intention on the part of the Purchaser
                of
                diversifying its business through the acquisition of the entire issued
                share capital of the Company

            


    

     

    
      	
              C.

            	
              The
                Company’s authorized share capital comprises 2,000 Shares of £0.10 each of
                which 1700 Shares have been issued, 624 to the Shareholders and 1,076
                to
                the Remaining Shareholders.

            


    

     

    
      	
              D.

            	
              The
                Parties and the Remaining Shareholders consider that their mutual
                interests will be best served if the Purchaser acquires ownership
                of the
                Company as contemplated under this Agreement and they have accordingly
                agreed in the case of the Parties to enter into this Agreement and
                in the
                case of the Remaining Shareholders and the Purchaser, in order to
                induce
                the Purchaser to enter into this Agreement, to enter into the
                Supplementary Agreement subject to the terms and conditions hereinafter
                contained and in the case of the Supplementary Agreement as set out
                in
                that document.

            


    

     

    NOW,
      THEREFORE, IT IS AGREED AS FOLLOWS: 

     

    	1.  	
            Definitions
              and Interpretations

          


     

    	1.1  	
            In
              this Agreement:

          


     

    
      	
              “Acquisition
                Shares”

               

            	
              means
                the 624 Shares to be acquired by the Purchaser on Completion from
                the
                Shareholders.

               

            
	
              “Agreement”

               

            	
              means
                this agreement, dated December 29, 2006.

               

            
	
              “Allotment
                Shares”

               

            	
              means
                the 300 Shares to be allotted and issued to the Purchaser and which
                shall
                on allotment and issue constitute 15% of the entire authorised share
                capital of the Company.

               

            


    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

     

    
      	
              “Business”

               

            	
              means
                the business activities which the Company plans to undertake and
                which the
                Purchaser will acquire, including constructing, commissioning, managing
                and operating refineries, seed crush facilities, and producing biodiesel
                products and power and trading in such products, and constituting
                the
                business activities described in the Business Plan.

               

            
	
              “Business
                Day”

               

            	
              means
                a day of the week which is not a Saturday or Sunday when dealing
                in
                domestic securities may take place on the markets operated by London
                Stock
                Exchange plc.

               

            
	
              “Business
                Plan”

               

            	
              means
                the business plan prepared on behalf of the Company as set out in
                Schedule
                8. 

               

            
	
              “Business
                Transfer Agreement”

               

            	
              means
                the agreement relating to the transfer of the Pre Completion Business
                from
                the Purchaser to a subsidiary company established for the purpose
                of
                receiving the Pre Completion Business.

               

            
	
              “Claim”

               

            	
              means
                a claim or claims pursuant to the Warranties. 

               

            
	
              “Company
                Financial Statements”

               

            	
              means
                the consolidated financial statements of the Company for the period
                from
                inception to December 31, 2006, audited by an independent registered
                certified public accounting firm who is registered with, and has
                audited
                the consolidated financial statements in accordance with the standards
                of,
                the Public Company Accounting Oversight Board (United States of America)
                (“PCAOB”) (the “Financial Statements”); provided that if the Completion
                Date is on or after May 1, 2007, the Company shall provide collectively
                the Financial Statements together with the consolidated financial
                statements of the Company for the three month period ended March
                31, 2007
                that have been reviewed in accordance with the PCAOB and in conformity
                with accounting principles generally accepted in the US; true copies
                of
                which shall be delivered by the Company to the Purchaser on or before
                Completion.

               

            
	
              “Company’s
                Solicitors”

               

            	
              means
                Hunton & Williams of 30 St Mary Axe, London EC3A 8EP.

               

            
	
              “Completion
                Agreements”

               

            	
              means
                the agreements set out in Schedule 7.

               

            
	
              “Completion
                Date”

               

            	
              means
                date upon which Completion is to take place as identified in Clause
                8.2.

               

            
	
              “Completion”

               

            	
              means
                completion of the sale and purchase of the Acquisition
                Shares.

               

            
	
              “Consideration
                “

               

            	
              the
                consideration which is to pass from the Purchaser to the Shareholders
                in
                exchange for the Shares.

               

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              “Consideration
                Shares”

               

            	
              means
                the 9,123,795 Stock Units of the Purchaser to be issued and allotted
                to
                the Shareholders pursuant to Clause 8.6
                in
                the proportions and numbers identified in Schedule 2.

               

            
	
              “Disclosure
                Letter”

               

            	
              means
                any disclosure letter to be delivered to the Purchaser by the Company,
                the
                Shareholders, GAE and JP pursuant to this Agreement in accordance
                with
                clause 11.

               

            
	
              “Encumbrance”

               

            	
              any
                interest or equity of any person (including any right to acquire,
                option
                or right of pre-emption) or any mortgage, charge, pledge, lien,
                assignment, hypothecation, security, interest, title retention or
                any
                other security agreement or arrangement.

               

            
	
              “Escrow
                Agreement”

               

            	
              means
                the Escrow Agreement to be entered into between the Company's Solicitors
                and SRFF prior to signature of this Agreement to enable Initial Funding
                Completion to take place.

               

            
	
              “Initial
                Funding” 

               

            	
              means
                an amount equal to US$1,500,000 which the Purchaser has raised for
                the
                purposes of this Agreement through private placements of Stock Units
                to be
                used for the purposes set out in this Agreement subject as hereinafter
                contained.

               

            
	
              “Initial
                Funding Agreements”

               

            	
              means
                the agreements set out in Schedule 6 of Part I. 

               

            
	
              “Initial
                Funding Completion”

               

            	
              means
                transfer of the Initial Funding to the Company’s Solicitors’ Client
                Account and issue of the Allotment Shares in accordance with Clause
                5
                hereof.

               

            
	
              “Interim
                Period”

               

            	
              means
                a period of time starting on the date of release of the Initial Funding
                to
                the Company and ending on Completion Date.

               

            
	
              “Issue
                Price”

               

            	
              means
                the subscription price per Allotment Share in pounds sterling, to
                be paid
                by the Purchaser to the Company, calculated on Initial Funding Completion
                by dividing the Initial Funding (as an amount converted from dollars
                into
                pounds sterling by the Company’s Solicitors pursuant to clause 5.4) by the
                total number of Allotment Shares (being 300).

               

            
	
              “JTC
                Trustee Ltd.”

               

            	
              means
                JTC Company having its registered office at ______

               

            
	
              “Management
                Accounts”

               

            	
              means
                the accounts to be periodically supplied to the Purchaser during
                the
                Interim Period, and to be used for the purposes of supplementary
                due
                diligence, including at the end of the Interim Period a balance sheet
                setting out the Company’s assets and liabilities.

               

            
	
              “Main
                Funding”

               

            	
              means
                the raising through a Private Placement of US$11,800,000 or such
                larger
                amount as may be agreed to by the Parties.

               

            


    

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

     

    
      	
              “Malibu
                Representative”

               

            	
              means
                the director of the Company or his alternate appointed by the Purchaser
                from time to time.

               

            
	
              “Party”
                and “ Parties”

               

            	
              means
                the Purchaser, the Company, the Shareholders, GAE and JP being
                collectively referred to as the “Parties”.

               

            
	
              “Pre-Completion
                Business”

               

            	
              means
                the business conducted by the Purchaser immediately prior to execution
                of
                the Business Transfer Agreement.

               

            
	
              “Principal
                Market”

               

            	
              means
                the Over-The-Counter Bulletin Board quotation service, or if the
                Stock
                Units are then traded on another quotation service or on a national
                securities exchange, such quotation service or national securities
                exchange.

               

            
	
              “Private
                Placement”

               

            	
              means
                the private placement of up to 15,061,729 Stock Units of the Purchaser
                at
                US$0.90 per Stock Unit, or such other amounts as may be agreed to
                between
                the Parties in order to achieve the Main Funding of not less than
                US$11,800,000, to certain accredited investors under Regulation S
                of the
                Securities Act of 1933, or as maybe agreed to by the Parties.

               

            
	
              “Purchaser
                Completion Balance Sheet”

               

            	
              means
                the balance sheet of the Purchaser as at the Completion Date to be
                delivered to the Shareholders on Completion.

               

            
	
              "Purchaser
                Majority Directors” 

               

            	
              means
                an affirmative vote of a majority of the votes cast by the members
                of the
                board of directors of the Purchaser 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. 

               

            
	
              “Purchaser
                Warranties”

               

            	
              means
                the warranties extended by the Purchaser to the Shareholders as set
                out in
                Schedule 5.

               

            
	
              “Remaining
                Shares”

               

            	
              means
                the 1,076 Shares to be transferred by the Remaining Shareholders
                to the
                Purchaser pursuant to the Supplementary Agreement.

               

            
	
              “Remaining
                Shareholders”

               

            	
              means
                JTC Trustee Ltd. and Gillian Penton the holders of 538 Shares each
                and
                therefore together a total of 1,076 Shares.

               

            
	
              “Restriction
                Provisions”

               

            	
              means
                in the case of the Shareholders, the restriction provisions on the
                sale
                and transfer of the Consideration Shares set out in Clause 9
                and in the case of the Purchaser the restriction provisions on the
                sale
                and transfer of the Allotment Shares and the Acquisition Shares set
                out in
                Clause 9.

               

            
	
              “Shares”

               

            	
              means
                ordinary shares in the capital of the Company.

               

            
	
              “Shareholders”

               

            	
              means
                the persons whose names and addresses are set out in the first column
                of
                Schedule 2 and being the registered owners of the Shares of the Company
                as
                set out opposite their names in Schedule 2.


            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

     

    
      	
              “Solicitor’s
                Bank Account”

               

            	
              means
                a US dollar designated account held by the Company's Solicitors at
                Barclays Bank PLC, 54 Lombard Street London EC3V 9EX, and being the
                numbered account advised to SRFF pursuant to the Escrow
                Agreement.

               

            
	
              “SRFF”

               

            	
              means
                the Purchaser’s attorneys Sichenzia Ross Friedman Ference LLP with a
                business address of 1065 Avenue of the Americas, 21st
                Floor, New York, NY 10018.

               

            
	
              “Stock
                Units”

               

            	
              means
                the shares of common stock, $0.001 par value per share, of the
                Purchaser.

               

            
	
              “Subsidiaries”

               

            	
              means
                the wholly owned Flex Fuel subsidiary companies to be incorporated
                in
                England and Wales as such companies are identified by name in the
                Business
                Plan. 

               

            
	
              “Supplementary
                agreement”

               

            	
              means
                the Agreement between the Remaining Shareholders and the Purchaser
                providing for the transfer by the Remaining Shareholders of the Remaining
                Shares to the Purchaser.

               

            
	
              “Warranties”

               

               

               

            	
              means
                the warranties extended by the Shareholders, GAE and JP to the Purchaser
                and by the Purchaser to the Shareholders as the context requires
                as such
                warranties are set out in Schedule 4 and Schedule 5 as
                applicable.

               

            


    

    	1.2  	
            Any
              reference, express or implied, to an enactment includes references
              to:

          


     

    	(a)  	
            that
              enactment as amended, extended or applied by or under any other enactment
              before or after this Agreement; and;

          


     

    	(b)  	
            any
              enactment which that enactment re-enacts (with or without modification;
              and

          


     

    	(c)  	
            any
              subordinate legislation made (before or after this Agreement) under
              any
              enactment, including one within (a) or (b)
              above.

          


     

    	1.3  	
            Words
              denoting persons shall include corporate bodies and unincorporated
              associations of persons.

          


     

    	1.4  	
            The
              headings and section references in this Agreement are for convenience
              of
              reference only and do not form a part of this Agreement and are not
              intended to interpret, define or limit the scope, extent or intent
              of this
              Agreement or any provision thereof.

          


     

    	1.5  	
            Reference
              to a document being in the agreed form is to a document initialed by
              or on
              behalf of the Parties for the purposes of
              identification.

          


     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

     

    	1.6  	
            Save
              where specifically provided otherwise all obligations undertaken by
              more
              than one individual being a Party to this Agreement are undertaken
              jointly
              and severally.

          


     

    	1.7  	
            Upon
              termination for any reason, the Parties shall be relieved of any further
              obligations or commitments pursuant to this Agreement including, but
              without limitation, the commitments on the part of the Shareholders
              and
              GAE and JP contained in Clause 21, save and except for the obligations
              of
              either of the Parties to compensate the other pursuant to Clause 16.5
              and
              16.6 and to the continuation of the confidentiality obligations contained
              in Clause 20.6. 

          


     

    	2.  	
            Allotment
              Shares and Acquisition Shares 

          


     

    	2.1  	
            Subject
              to the terms of this Agreement the Purchaser
              shall:

          


     

    	2.1.1  	
            subscribe
              for and be issued with and allotted the Allotment Shares credited as
              fully
              paid at par value of £0.10 each.

          


     

    	2.1.2  	
            acquire
              the Acquisition Shares from the Shareholders on the Completion
              Date.

          


     

    	2.2  	
            On
              Completion Date the Shareholders shall transfer to the Purchaser the
              number of Acquisition Shares set out opposite their respective names
              in
              Schedule 2, and the Remaining Shareholders shall transfer to the Purchaser
              the Remaining Shares. 

          


     

    	2.3  	
            On
              Completion Date the Purchaser shall not be obliged to accept the transfer
              of any of the Acquisition Shares and release the Main Funding to the
              Company unless the transfer of all of the Acquisition Shares and all
              of
              the Remaining Shares takes place
              simultaneously.

          


     

    	2.4  	
            Each
              of the Shareholders hereby waives any right of pre-emption or other
              restriction on transfer in respect of the Acquisition Shares or any
              of
              them conferred on each of the Shareholders under the Articles of
              Association of the Company or otherwise. 

          


     

    	2.5  	
            The
              Shareholders hereby acknowledge that:

          


     

    	2.5.1  	
            the
              authorised share capital of the Company shall not be increased or altered
              in any way between the date of Initial Funding Completion and the earlier
              of (i) the Completion Date and (ii) the last day of the Interim Period;
              and

          


     

    	2.5.2  	
            none
              of the Shareholders shall transfer or otherwise dispose of his or its
              interest in the Acquisition Shares between the date of this Agreement
              and
              the earlier of (i) the Completion Date and (ii) the last day of the
              Interim Period.

          


     

    	2.5.3  	
            the
              Shareholders shall cause any and all actions necessary to secure for
              the
              Purchaser to acquire the Remaining Shares from Remaining Shareholders
              on
              the Completion Date as contemplated by this
              Agreement.

          


     

    	2.6  	
            It
              is acknowledged that the agreement of the Shareholders to transfer
              the
              Acquisition Shares and of the Purchaser to acquire them represent
              irrevocable commitments subject only to the conditions precedent to
              Completion set out in Clause 8.1 and to termination of this Agreement
              before Completion pursuant to clauses 16.2, 16.3 or 16.4.
              

          


     

    	2.7  	
            Each
              of GAE and JP hereby acknowledge that:

          


     

    	2.7.1  	
            the
              authorised share capital of the Company shall not be increased or altered
              in any way between the date of Initial Funding Completion and the earlier
              of (i) the Completion Date and (ii) the last day of the Interim Period;
              and

          


     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

     

    	2.7.2  	
            neither
              GAE nor JP shall transfer or otherwise dispose of their interest, if
              any,
              in the Acquisition Shares between the date of this Agreement and the
              earlier of (i) the Completion Date and (ii) the last day of the Interim
              Period.

          


     

    	2.7.3  	
            each
              of GAE and JP shall cause any and all actions necessary to secure for
              the
              Purchaser to acquire the Remaining Shares from Remaining Shareholders
              on
              the Completion Date as contemplated by this
              Agreement.

          


     

    	3.  	
            Consideration
              for the Acquisition Shares

          


     

    	3.1  	
            The
              Consideration for the transfer of the Acquisition Shares shall be the
              issue and allotment by the Purchaser to the Shareholders or their nominees
              on Completion of the numbers of Consideration Shares set out opposite
              their respective names in Schedule 2.

          


     

    	3.2  	
            The
              Consideration Shares shall be issued by the Purchaser credited as fully
              paid and non assessable and shall rank pari passu in all respects with
              the
              Stock Units in the capital of the Purchaser in issue at
              Completion.

          


     

    	3.3  	
            The
              Consideration Shares shall, at the Completion Date represent 14.5%
              percent
              of the entire issued share capital of the
              Purchaser.

          


     

    	4.  	
            Finance

          


     

    	4.1  	
            The
              Initial Funding shall be used during the Interim Period to meet
              expenditure connected with setting up and establishing the Business.
              The
              Business Plan contains details of expenditure to be incurred during
              the
              Interim Period and Schedule 6 Part II identifies a detailed schedule
              of
              expenditure for which the Initial Funding may be
              used.

          


     

    	4.2  	
            It
              is intended that the Initial Funding shall be transferred and made
              available to the Company in exchange for the Allotment Shares. Of the
              total Initial Funding the pound sterling equivalent of US$1,500,000
              shall
              be applied on Initial Funding Completion in payment of the Issue Price
              for
              the Allotment Shares pursuant to Clause
              5.

          


     

    	4.3  	
            As
              and with effect from Initial Funding Completion, the Purchaser shall
              be
              represented by a single director on the board of directors of the Company,
              Malibu Representative, and the Purchaser shall be entitled to remove
              the
              same director and appoint a replacement at any time. Any subsequent
              appointment to the initial appointment and any removal shall be made
              by
              notice in writing served on the Company and shall take effect upon
              service
              of the notice. The Company shall take any and all actions necessary
              to
              approve such subsequent appointment. The Malibu Representative, or
              his
              duly appointed alternate, shall have the same right to attend Company
              board meetings and to call upon the board of the Company to convene
              meetings as the other directors and shall have the same rights of access
              to the Company’s accounts, records and papers as other
              directors.
              The board of directors shall meet regularly (as necessary by telephone
              conference call) during the Interim Period, and not less often than
              once a
              month. During the Interim Period the Malibu Representative (or his
              alternate) shall be a necessary attendee for a quorum and for the purposes
              of this Agreement the Company’s Articles of Association shall be deemed to
              have been amended accordingly.

          


     

    	4.4  	
            The
              Purchaser intends to raise the Main Funding during the Interim Period
              through further private placements of Stock Units and undertakes with
              the
              Company with respect to such arrangements as
              follows:

          


     

    	4.4.1  	
            to
              use its best endeavours to raise the Main Funding through private
              placements provided that, as the Company, the Shareholders, GAE and
              JP
              hereby acknowledge and accept, the outcome of such endeavours cannot
              be
              guaranteed by the Purchaser and is not underwritten by third
              parties;

          


     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

     

    	4.4.2  	
            that
              such private placements shall be solicited based on draft subscription
              agreements and shall be managed and administered in conformity with
              US
              securities laws and rules and regulations applicable to the issue and
              allotment of stock in corporations quoted on the Principal
              Market;

          


     

    	4.4.3  	
            that
              in collaboration with its agents and representatives it will proceed
              diligently with actions required to achieve the Main Funding within
              the
              Interim Period;

          


     

    	4.4.4  	
            that
              it will advise the Company as to progress with the Main Funding
              initiatives in response to requests for information;
              

          


     

    	4.4.5  	
            that
              it will provide the Company with a draft copy of the private placement
              memorandum at least 2 Business Days before it is released to potential
              investors;

          


     

    	4.4.6  	
            that
              it will incorporate reasonable amendments to the private placement
              memorandum requested by the Company’s directors before issuance to
              potential investors, unless such amendments would cause or could lead
              to a
              violation of any law or regulation; and

          


     

    	4.4.7  	
            that
              as soon as practicable after receiving binding commitments for the
              full
              amount of the Main Funding it will advise the Company that such
              commitments have been received. 

          


     

    	5.  	
            Initial
              Funding Completion

          


     

    	5.1  	
            Subject
              to a mutual agreement of, and entry into the Escrow Agreement by and
              between, SRFF and the Company’s Solicitors, Initial Funding Completion
              shall take place on the date of this Agreement at the offices of the
              Company’s Solicitors. 

          


     

    	5.2  	
            Prior
              to Initial Funding Completion the Purchaser shall transfer the Initial
              Funding by direct deposit to the Solicitor’s Bank Account pursuant to the
              terms of the Escrow Agreement. Upon Initial Funding Completion or as
              soon
              as practical thereafter, the Company shall cause the US dollar amount
              held
              in the Solicitor’s Bank Account to be converted to Pounds Sterling
              equivalent at such rate as may be available to the Company’s Solicitors,
              pursuant to their normal banking arrangements. Following such conversion,
              in accordance with the form of the Escrow Agreement, the Company’s
              Solicitors will arrange for the transfer of the Pounds Sterling amount
              to
              be transferred to the Company’s account by way of subscription for the
              Allotment Shares.

          


     

    	5.3  	
            On
              Initial Funding Completion in consideration for and subject to the
              payment
              of the subscription price in accordance with Clause 5.2 above, the
              Company
              shall:

          


     

    	5.3.1  	
            allot
              and issue to the Purchaser the Allotment Shares credited as fully
              paid;

          


     

    	5.3.2  	
            deliver
              to the Purchaser a duly executed share certificate in respect of the
              Allotment Shares; and

          


     

    	5.3.3  	
            deliver
              to the Purchaser a certified copy of the minutes of the meeting of
              its
              board of directors as referred to in Clause 5.4
              below.

          


     

    	5.4  	
            On
              Initial Funding Completion the directors of the Company shall hold
              a
              meeting at the offices of the Company’s Solicitors or a mutually agreed
              location to:

          


     

    	5.4.1  	
            approve
              the allotment and issue to the Purchaser of the Allotment
              Shares;

          


     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    	5.4.2  	
            instruct
              the secretary of the Company to enter the Purchaser into the register
              of
              members of the Company as the owner of the Allotment Shares and make
              the
              necessary returns to the Registrar of Companies.
              

          


     

    The
      Purchaser shall, on Initial Funding Completion, subscribe in cash US$1,500,000
      as consideration for the Allotment Shares. 

     

    The
      subscription price for each of the Allotment Shares shall be the Issue
      Price.

     

    	5.5  	
            On
              or before Initial Funding Completion, the Purchaser shall appoint a
              Malibu
              Representative onto the board of directors of the Company, and the
              Company
              shall take any and all actions necessary to approve such appointment
              of
              the Purchaser appointed director to its board of
              directors.

          


     

    	5.6  	
            The
              Shareholders and GAE and JP undertake with the Purchaser to procure
              that
              the Company complies with its obligations as set out in this Clause
              5.

          


     

    	6.  	
            Interim
              Period Management

          


     

    	6.1  	
            The
              Parties mutually recognise the importance to the success of the Business
              of:

          


     

    	6.1.1  	
            ensuring
              that the provisions of the Interim Funding Agreements are implemented
              in
              accordance with their terms and within the periods of time for the
              implementation of such provisions as identified in the Business Plan;
              and

          


     

    	6.1.2  	
            signing
              the Completion Agreements during the Interim Period and implementing
              the
              provisions of such Completion Agreements to the extent such provisions
              are
              capable of being implemented within the Interim
              Period.

          


     

    	6.2  	
            During
              the Interim Period the Company and its Business shall be actively and
              diligently managed with a view to achieving the objectives set out
              in the
              Business Plan by relevant milestone dates. In particular the
              Company:

          


     

    	6.2.1  	
            shall
              incorporate and register in the UK the Subsidiaries having the legal
              capacity to construct, own and operate the contemplated businesses
              (subject to receiving the necessary licences and approvals); 

          


     

    	6.2.2  	
            shall
              use its best endeavours to identify and secure rights of long term
              tenancy
              by the Subsidiaries of sites for the construction and operation of
              the
              facilities necessary to the businesses contemplated in this Agreement
              and
              to submit all applications so as to enable construction and operation
              of
              these facilities to be commenced by the various dates for commencement
              set
              out in the Business Plan; 

          


     

    	6.2.3  	
            shall
              use best endeavours, so far as practicable, to identify and establish
              business relationships either through the Subsidiaries, or by the Company
              directly, with suitable suppliers of raw materials and customers for
              oilseed crush plant and enter into discussions with such suppliers
              and
              customers with a view to delivering the financial results projected
              in the
              Business Plan provided nevertheless that the Purchaser hereby acknowledges
              that such results are only projections;
              and

          


     

    	6.2.4  	
            shall
              not establish any subsidiary companies other than the Subsidiaries
              and
              shall not enter into any joint ventures or other forms of partnership
              with
              any third parties unless approved by the Purchaser’s board of directors.
              

          


     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

     

    	6.2.5  	
            the
              Company shall only enter into any other arrangement or agreement with
              the
              intention of meeting the objectives set out in the Business Plan subject
              to the prior approval of the Company’s board of
              directors;

          


     

    	6.2.6  	
            notwithstanding
              the requirements set forth in this clause 6.2.5, prior approval of
              the
              Company’s board of directors during the Interim Period shall not be
              required for the Company to enter into an arrangement or agreement
              provided that said arrangement or agreement (i) is entered into in
              the
              best interests of the Company with the intention of meeting the objectives
              set out in the Business Plan, (ii) individually is not valued in excess
              of
              £10,000 and shall not cause the Company to incur liabilities or
              expenditures in excess of £10,000, and (iii) in aggregate, any said
              arrangements or agreements, are not valued in excess of £30,000 and shall
              not cause the Company to incur liabilities or expenditures in excess
              of
              £30,000.

          


     

    	6.3  	
            The
              directors and managers of the Company shall during the Interim Period
              dedicate sufficient working time to the management of the Company and
              its
              Business as may be required to deliver the objectives set out in the
              Business Plan by relevant milestone dates in accordance with the
              provisions of Clause 6.2
              and during the Interim Period shall use their best endeavours to achieve
              the objectives set for the Business in the Business
              Plan..

          


     

    	6.4  	
            Neither
              the Company, nor the Shareholders, nor GAE and JP shall during the
              Interim
              Period enter into any agreements or arrangements with third parties
              which
              would be prejudicial or likely to be prejudicial to the best interests
              of
              the Company and the future of the Business. The Completion Agreements
              and
              any other material contracts and undertakings between the Company,
              and/or
              its Subsidiaries shall be signed on a basis which ensures that the
              commitments and obligations of the Company and/or its Subsidiaries
              are
              made conditional upon Completion pursuant to this
              Agreement.

          


     

    	6.5  	
            During
              the Interim Period the Company shall not create any mortgages, charges
              or
              liens, security interests over any Company assets without the consent
              of
              the Purchaser.

          


     

    	6.6  	
            During
              the Interim Period the Company shall introduce and enforce proper and
              effective generally accepted accounting systems and procedures. All
              expenses, payments and outgoings made by the Company and the Subsidiaries
              shall be consistent with the provisions of the Business Plan and shall
              be
              restricted to payments of the type identified in Schedule
              6.

          


     

    	6.7  	
            During
              the Interim Period the Company shall introduce and implement policies
              and
              procedures for the proper and effective management of the Business
              by the
              Company's officers and employees, and by third parties instructed on
              behalf of the Company.  Such policies and procedures shall provide
              for the management of the Business following Completion and to the
              extent
              feasible during the Interim Period for management, in compliance with
              all
              relevant laws and regulations and in accordance with best practice
              corporate governance and relevant social obligations, including US
              laws
              governing the conduct of business by US registered companies and their
              subsidiaries, and US Securities Exchange Commission’s rules and
              regulations.

          


     

    	6.8  	
            During
              the Interim Period the Company shall cause monthly Management Accounts
              to
              be prepared containing full details of income and expenditure and shall
              submit the same to its board of directors. The Management Accounts
              shall
              fairly and accurately represent the liabilities of the Company and
              shall
              be prepared in substantial accordance with US generally accepted
              accounting principles consistently applied. Not less than 7 Business
              Days
              prior to Completion the Company shall forward to the Purchaser a final
              set
              of Management Accounts.

          


     

    	6.9  	
            The
              Shareholders and GAE and JP expressly undertake and covenant with the
              Purchaser to procure that the Company and the directors and managers
              complies with and performs its, and or their, obligations as set out
              in
              this Clause 6. The Purchaser acknowledges that, with respect to those
              of
              the Company’s obligations which are expressed as best efforts obligations,
              the Shareholders and GAE and JP shall be deemed to have fulfilled and/or
              discharged their obligation to procure such compliance and/or performance
              by the Company provided they can demonstrate that they themselves have
              made best efforts to procure compliance and performance by the Company.
              Any reasonable costs and expenses incurred by the Shareholders and
              GAE and
              JP in discharging their obligations to the Company pursuant to this
              Clause
              6.9, not covered by separate expense arrangements with the Company,
              shall
              be reimbursed by the Company.

          


     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    	6.10  	
            Prior
              to or upon Completion, the Company shall deliver the Company Financial
              Statements.

          


     

    	6.11  	
            During
              the Interim Period the Purchaser shall be actively and diligently managed
              with a view to achieving the objectives set out in the Purchaser’s
              Business Overview Section set forth in its Registration Statement filed
              with the SEC on Form SB-2 on August 4, 2006; in particular, the Purchaser
              shall use the net proceeds from sales of its Stock Units, net of the
              Initial Funding, for general corporate purposes and working capital;
              notwithstanding the foregoing, during the Interim Period the Purchaser
              shall not incur liabilities or expenditures in excess of
              $150,000.

          


     

    	7.  	
            Purchaser’s
              Termination Right

          


     

      If
      during
      the third and fourth months of the Interim Period the Purchaser, in its absolute
      discretion, decides that the prospects for success of the Business do not
      justify proceeding to Completion, the Purchaser shall so advise the Company,
      the
      Shareholders and GAE and JP in writing, and following such advice shall be
      entitled at any time during such third and fourth months of the Interim Period,
      to terminate this Agreement in accordance with Clause 16.2.

     

    	8.  	
            Completion

          


     

    	8.1  	
            Completion
              shall be conditional upon:

          


     

    	8.1.1  	
            the
              Purchaser being satisfied with the prospects for the Business in
              accordance with Clause 7 and its not having served a notice terminating
              this Agreement pursuant to Clause 16.2; 

          


     

    	8.1.2  	
            the
              Purchaser raising the Main Funding through the private placement of
              Stock
              Units equal to or more than the amount of the Main Funding;
              

          


     

    	8.1.3  	
            all
              documents or copies of documents required to be executed and delivered
              to
              the Purchaser hereunder having been so executed and
              delivered;

          


     

    	8.1.4  	
            all
              of the terms, covenants and conditions of this Agreement to be complied
              with or performed by the Company, the Shareholders or GAE and JP at
              or
              prior to the Completion having been complied with or performed;
              and

          


     

    	8.1.5  	
            there
              not having occurred:

          


     

    	(a)  	
            any
              material adverse change in the financial position or condition of the
              Company, its liabilities or the assets of the Company or any damage,
              loss
              or other change in circumstances materially and adversely affecting
              the
              Company, the Business or the assets of the Company or the Company’s right
              to carry on the Business, other than changes in the ordinary course
              of
              business, none of which has been materially adverse;
              or

          


     

    	(b)  	
            any
              damage, destruction, loss or other event, including changes to any
              laws or
              statutes applicable to the Company or the Business (whether or not
              covered
              by insurance) materially and adversely affecting the Company, the Business
              or the assets of the Company; 

          


     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

     

    	8.1.6  	
            the
              transactions contemplated hereby having been approved by any regulatory
              authorities having jurisdiction over the transactions contemplated
              in this
              Agreement, if applicable;

          


     

    	8.1.7  	
            there
              being no disclosures in any draft Disclosure Letter delivered to the
              Purchaser on or before the Completion Date which will have, or may
              be
              likely to have, a material adverse effect upon the value of the Company
              and or the Business or which would be likely to adversely effect the
              Company’s ability to deliver the Business Plan or which have the effect of
              altering or amending any of the Company’s, the Shareholders’ and or GAE
              and JP’s obligations or commitments pursuant to this
              Agreement..

          


     

    	8.1.8  	
            the
              delivery of the Company Financial Statements pursuant to Clause
              6.11.

          


     

    	8.1.9  	
            the
              delivery of the Voting Trust Agreements entered into by the shareholders
              of the Purchaser holding in aggregate at least 10.5% of the issued
              and
              outstanding Stock Units on the Completion Date (the “10.5% Shareholders”),
              a form of which is annexed hereto as Exhibit I; such that the Purchaser
              will arrange for the 10.5% Shareholders to enter into a Voting Trust
              Agreement with SRFF giving the Purchaser’s Majority Directors, the right
              to vote the shares held by the 10.5% Shareholders during the 12 month
              period from the Completion Date in favor of any resolution presented
              to
              all of the shareholders of Malibu in accordance with the directions
              of the
              Purchaser’s Majority Directors.

          


     

    	8.1.10  	
            the
              delivery by the Purchaser of the Lock-up Agreements entered into by
              the
              10.5% Shareholders, a form of which is annexed hereto as Exhibit
              II;

          


     

    	8.1.11  	
            the
              delivery by the Purchaser to the Company in a reasonable manner of
              a
              confirmation that the Stock Units have been approved for listing on
              the
              Principal Market (effectiveness of Form 211 application);
              and

          


     

    	8.1.12  	
            simultaneous
              transfer of the Remaining Shares pursuant to the Supplementary
              Agreement.

          


     

    	8.2  	
            Completion
              shall take place on a date to be agreed between the Parties being a
              date
              which shall be not earlier than two Business Days and not later than
              ten
              Business Days after the date when all of the above conditions precedent
              have been fulfilled. If the Parties fail to agree upon a date which
              is
              within the ten Business Day period, Completion shall take place on
              a date
              which shall be fifteen Business Days after fulfillment of all of the
              conditions precedent to Completion.

          


     

    	8.3  	
            If
              Completion has not occurred within a period of five months from the
              date
              hereof due to non fulfillment of any one or more of the conditions
              precedent to Completion set out in Clause 8.1
              above and the Purchaser has not served a notice pursuant to 16.2,
              then:

          


     

    	8.3.1  	
            the
              Purchaser shall be entitled to serve notice on the Company and the
              Shareholders calling upon them to meet and discuss actions which can
              be
              taken to fulfill the outstanding condition or conditions precedent
              which
              is or are preventing Completion from taking place;
              and

          


     

    	8.3.2  	
            the
              Company shall be entitled to serve an equivalent notice to the notice
              described in 8.3.1
              on
              the Purchaser.

          


     

    	8.4  	
            Following
              service of a notice pursuant to Clause 8.3
              the Parties and or their representatives shall meet to discuss, in
              good
              faith, actions which can be taken to resolve the difficulties which
              are
              preventing Completion from taking place. If the Parties either have
              not
              met or have not resolved such difficulties within a period of twenty
              five
              Business Days from the date of service of a Clause 8.3
              notice they shall be entitled to serve notice terminating this Agreement
              in accordance with Clause16.3.

          


     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

     

    	8.5  	
            On
              Completion, which shall take place at the offices of the Company’s
              Solicitors:

          


     

    	8.5.1  	
            each
              of the Shareholders shall transfer his respective Acquisition Shares
              with
              full title guarantee, free from all Encumbrances and together with
              all
              rights that attach, or may in future attach, to them including the
              right
              to receive all dividends and distributions declared, made or paid on
              them
              on or after the date of this Agreement;
              and

          


     

    	8.5.2  	
            each
              of the Shareholders shall deliver or cause to be delivered to the
              Purchaser the following:

          


     

    	(a)  	
            a
              duly signed share transfer form into the name of the Purchaser
              representing the Acquisition Shares set out opposite his name in Schedule
              2; and

          


     

    	(b)  	
            the
              share certificates for the Acquisition Shares or an indemnity in respect
              thereof.

          


     

    	8.5.3  	
            the
              Company shall deliver the certificate of incorporation and the statutory
              books (including the minute books of the
              Company);

          


     

    	8.5.4  	
            the
              Company, the Shareholders and GAE and JP shall deliver the final
              Disclosure Letter in the form of the draft accepted by the Purchaser
              to
              the Purchaser; and

          


     

    	8.5.5  	
            the
              Company shall deliver minutes of a meeting of the directors of the
              Company
              approving the transfers of the Acquisition Shares for registration
              in the
              name of the Purchaser.

          


     

    	8.6  	
            On
              Completion, the Purchaser shall:

          


     

    	8.6.1  	
            deliver
              to each of the Shareholders a stock certificate in respect of the
              Consideration Shares to which each Shareholder is entitled;
              

          


     

    	8.6.2  	
            produce
              to the Shareholders a certified copy of the resolution of the board
              of the
              Purchaser authorising the allotment and issue of the Consideration
              Shares
              to the Shareholders and appointing Gordon Alan Ewart, Jon Penton, Iestyn
              Morgan and Mark Ian Paulson as directors of the Purchaser;
              and

          


     

    	8.6.3  	
            a
              copy of the duly executed Business Transfer
              Agreement.

          


     

    	9.  	
            Restriction
              Provisions on Transfer/Sale of the Stock
              Units

          


     

    	9.1  	
            Each
              Shareholder agrees not to dispose of any of the Consideration Shares
              within a period of two years from Completion Date, save pursuant to
              an
              offer made to all the holders of Stock Units in the Purchaser and
              thereafter only to dispose of Consideration Shares in accordance with
              the
              provisions of this Clause 9.

          


     

    	9.2  	
            After
              the two year period referred to in clause 9.1 has elapsed, each
              Shareholder will be able to dispose of his Consideration Shares free
              of
              any restrictions imposed by this Agreement, but subject to such
              restrictions as shall apply under US Securities laws or
              regulations.

          


     

    	9.3  	
            Notwithstanding
              the restrictions set out in Clauses 9.1
              and 9.2,
              each Shareholder agrees not to dispose of any of the Consideration
              Shares
              so as to contradict the provisions set forth in Clause
              14.

          


     

    	9.4  	
            The
              Purchaser agrees not to dispose of any of the Allotment Shares or the
              Acquisition Shares before two years save pursuant to an offer made
              to all
              the holders of Shares and thereafter the Purchaser shall be free to
              dispose of the Allotment Shares and the Acquisition Shares subject
              to such
              restrictions as shall apply under US Securities laws or
              regulations.

          


     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

     

    	9.5  	
            Notwithstanding
              the restrictions set out in clause 9.4,
              the Purchaser agrees not to dispose of any Allotment Shares or Acquisition
              Shares so as to contradict the provisions of clause 14.3.

          


     

    	9.6  	
            Each
              director and officer of the Purchaser as of the date of this Agreement,
              agrees not to dispose of any of the Stock Units beneficially owned
              by such
              director or officer within a period of twenty four months from the
              Completion Date, save pursuant to an offer made to all the holders
              of
              Stock Units in the Purchaser and thereafter only to dispose of
              Consideration Shares in accordance with the provisions of this Clause
              9.

          


     

    	9.7  	
            Each
              director and officer of the Purchaser as of the date of this Agreement,
              agrees to vote all Stock Units over which he/she has voting control
              of
              during the 12 month period from the Completion Date (the “Term”) in favor
              of any resolution presented to the shareholders of the Purchaser in
              accordance with the directions of the Purchaser’s Majority Directors or as
              otherwise may be required by the applicable SEC or Principal Market
              rules
              or regulations.

          


     

    	10.  	
            Directors

          


     

    On
      Completion and for a twenty four month period thereafter shareholders of the
      Purchaser (excluding the Shareholders and the Remaining Shareholders) holding
      in
      the aggregate not less than 25% of the total issued share capital of the
      Purchaser shall have the right to nominate, appoint and remove two directors
      to
      the board of directors of the Purchaser, in accordance with the Purchaser’s
      state of incorporation’s and the SEC laws and regulations. During the twelve
      month period each of the Shareholders agrees to exercise all votes exercisable
      by each of them as a director and/or shareholder of the Purchaser in favour
      of
      the appointment as directors of the Purchaser as shall be nominated pursuant
      to
      this provision. 

     

    	11.  	
            Warranties
              and Purchaser Warranties

          


     

    	11.1  	
            The
              Shareholders and GAE and JP jointly and severally warrant to the Purchaser
              that each of the statements set out in Part I of Schedule 4 is true
              and
              accurate in all respects as of the date of this Agreement.
              

          


     

    	11.2  	
            Immediately
              prior to Completion, the Shareholders and GAE and JP shall be deemed
              to
              have jointly and severally warranted to the Purchaser, subject to those
              matters fully and fairly disclosed in the Disclosure Letter, based
              on the
              facts in existence at that time, that each of the Warranties in the
              form
              set out in Part 2 of Schedule 4 is true and accurate as at the Completion
              Date.

          


     

    	11.3  	
            Immediately
              prior to Completion, the Purchaser shall warrant to the Shareholders
              and
              GAE and JP that each of the statements set out in Schedule 5 is true
              and
              accurate in all respects as at the Completion
              Date.

          


     

    	11.4  	
            Each
              of the Shareholder’s and GAE’s and JP’s liability for the Warranties shall
              be limited as set out in Clause 12.

          


     

    	11.5  	
            The
              Purchaser’s liability for the Purchaser’s Warranties shall be limited as
              set out in Clause 13.

          


     

    	12.  	
            Limitations
              on Claims

          


     

    	12.1  	
            Neither
              the Shareholders nor GAE and JP shall be liable in respect of any Claim
              unless and until they shall have received from the Purchaser written
              notice containing details of the relevant Claim including the amount
              of
              the Claim and full details of the matter or default which gives rise
              to
              the Claim on or before the first anniversary of this
              Agreement.

          


     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    	12.2  	
            Any
              Claim shall (if not previously satisfied, withdrawn or settled) be
              deemed
              to have been withdrawn and waived by the Purchaser unless legal
              proceedings in respect of such Claim have been commenced (by being
              both
              issued and served on the Company) within twelve months of the notification
              of such Claim to the Company. 

          


     

    	12.3  	
            Neither
              the Shareholders nor GAE and JP shall not be liable in respect of any
              Claim unless the amount of their liability in respect of an individual
              Claim exceeds £25,000 (in which event, they shall be liable for the whole
              amount of such Claim and not only the excess over such
              amount).

          


     

    	12.4  	
            Notwithstanding
              any other provision of this Agreement the individual liability of each
              of
              the Shareholders and GAE and JP shall not in any circumstances exceed
              £100,000. Individually and collectively their liability in the aggregate
              shall not in any circumstances exceed
£300,000.

          


     

    	12.5  	
            The
              Purchaser shall not be entitled to recover damages in respect of any
              Claim
              for breach of a Warranty or otherwise obtain reimbursement or restitution
              more than once in respect of any one breach of that Warranty arising
              out
              of or in connection with the same
              circumstances.

          


     

    	12.6  	
            Neither
              the Shareholders nor GAE and JP shall be liable in respect of any
              Claim:

          


     

    	(a)  	
            to
              the extent that recovery is made by the Purchaser or the Company under
              any
              policy of insurance; or

          


     

    	(b)  	
            to
              the extent that the Purchaser or the Company have already obtained
              reimbursement or restitution in respect of such claim from any third
              party.

          


     

    	13.  	
            Limitations
              on Purchaser Warranty Claims

          


     

    	13.1  	
            The
              Purchaser shall not be liable in respect of any Claim unless and until
              it
              shall have received from the Shareholders and GAE and JP written notice
              containing details of the relevant Claim including the amount of the
              claim
              and full details of the matter or default which gives rise to the claim
              on
              or before the first anniversary of the Completion
              Date.

          


     

    	13.2  	
            Any
              Claim shall (if not previously satisfied, withdrawn or settled) be
              deemed
              to have been withdrawn and waived by the Shareholders and GAE and JP
              unless legal proceedings in respect of such Claim have been commenced
              (by
              being both issued and served on the Purchaser) within twelve months
              of the
              notification of such Claim to the Purchaser pursuant to Clause
              13.1.

          


     

    	13.3  	
            The
              Purchaser shall not be liable in respect of any Claim unless the amount
              of
              the liability of the Purchaser for such Claim exceeds £25,000 (in which
              event, the Purchaser shall be liable for the whole amount of such claim
              and not only the excess over such
              amount).

          


     

    	13.4  	
            Notwithstanding
              any other provision of this Agreement the aggregate liability of the
              Purchaser under this Agreement shall not in any circumstances exceed
              £300,000.

          


     

    	13.5  	
            Neither
              the Shareholders, GAE, JP nor the Company shall be entitled to recover
              damages in respect of any Claim for breach of a Warranty or otherwise
              obtain reimbursement or restitution more than once in respect of any
              one
              breach of that Warranty arising out of or in connection with the same
              circumstances.

          


     

    	13.6  	
            The
              Purchaser shall not be liable under this Agreement in respect of any
              Claim:

          


     

    	(a)  	
            to
              the extent that recovery is made by the Purchaser, the Company, the
              Shareholders or GAE and JP under any policy of insurance;
              or

          


     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    	(b)  	
            to
              the extent that the Company, the Shareholders or GAE and JP have already
              obtained reimbursement or restitution in respect of such claim from
              any
              third party.

          


     

    	14.  	
            US
              Security Act Provisions,

          


     

    	14.1  	
            Each
              of the Shareholders agrees, and undertakes to procure that any nominee
              appointed by him pursuant to Clause 3.1
              shall agree, that they are acquiring the Consideration Shares for
              investment purposes and will not offer, sell or otherwise transfer,
              pledge
              or hypothecate any of the Consideration Shares issued to it (other
              than
              pursuant to an effective Registration Statement under the Securities
              Act
              of 1933, as amended) directly or indirectly subject to any other
              restrictions and limitations set forth in this Agreement
              unless:

          


     

    	(a)  	
            the
              sale is to the Purchaser;

          


     

    	(b)  	
            the
              sale is made pursuant to the exemption from registration under the
              Securities Act of 1933, as amended, provided by Rule 144 thereunder;
              

          


     

    	(c)  	
            the
              sale is made pursuant to the exemption from registration under the
              Securities Act of 1933, as amended, provided by Regulation S promulgated
              thereunder; or

          


     

    	(d)  	
            the
              Consideration Shares are sold in a transaction that does not require
              registration under the Securities Act of 1933, as amended, or any
              applicable United States state laws and regulations governing the offer
              and sale of securities, and the vendor has furnished to the Purchaser
              an
              opinion of counsel to that effect or such other written opinion as
              may be
              reasonably required by the Purchaser.

          


     

    	14.2  	
            Each
              of the Shareholders acknowledges that the certificates representing
              the
              Consideration Shares shall bear the following
              legend:

          


     

    NO
      SALE,
      OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
      BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
      1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
      SAID SHARES.

     

    	14.3  	
            The
              Purchaser agrees that it is subscribing for acquisition of the Allotment
              Shares and the Acquisition Shares for investment purposes and will
              not
              offer, sell or otherwise transfer, pledge or hypothecate any of the
              Allotments Shares or Acquisition Shares issued or transferred to them
              (other than pursuant to an effective Registration Statement under the
              Securities Act of 1933, as amended) directly or indirectly
              unless:

          


     

    	(a)  	
            the
              sale is made pursuant to the exemption from registration under the
              Securities
              Act of 1933,
              as amended, provided by Rule 144 thereunder;


          


     

    	(b)  	
            the
              sale is made pursuant to the exemption from registration under the
              Securities
              Act of 1933, as amended,
              provided by Regulation S promulgated thereunder;
              or

          


     

    	(c)  	
            the
              Allotment Shares or Acquisition Shares are sold in a transaction that
              does
              not require registration under the Securities
              Act of 1933, as amended,
              or any applicable United States state laws and regulations governing
              the
              offer and sale of securities, and the vendor has furnished to the Company
              an opinion of counsel to that effect or such other written opinion
              as may
              be reasonably required by the Purchaser.

          


     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    	14.4  	
            The
              Purchaser acknowledges that the certificates representing the Allotment
              Shares and the Acquisition Shares shall bear the following
              legend:

          


     

    NO
      SALE,
      OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
      BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
      1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
      SAID SHARES.

     

    	15.  	
            Taxation

          


     

    	15.1  	
            The
              Parties intend that the acquisition of the Acquisition Shares in exchange
              for the Consideration Shares shall be a “tax free” exchange transaction
              pursuant to Section 368 (a)(i)(b) of the Internal Revenue code of the
              United States of America.

          


     

    	15.2  	
            The
              Parties acknowledge that stamp duty of 0.5% will be payable on the
              stock
              transfer forms transferring the Acquisition Shares to the Purchaser
              and
              that such stamp duty will be payable by the Purchaser. The Company
              shall
              however provide reasonable assistance to the Purchaser in connection
              with
              the submissions to HM Inland Revenue relating to the assessment of
              such
              duty.

          


     

    	16.  	
            Termination

          


     

    	16.1  	
            This
              Agreement shall come into effect on the date hereof and subject to
              termination pursuant to Clauses 16.2, 16.3, or 16.4 below shall continue
              in effect until all of the respective obligations of the Parties have
              been
              fully discharged. 

          


     

    	16.2  	
            If
              pursuant to Clause 7, the Purchaser decides that it is unable or unwilling
              to proceed to Completion and has so advised the Company and the
              Shareholders in writing in accordance with Clause 7, it shall be entitled
              to terminate this Agreement forthwith by service of a notice in writing
              on
              the Company, the Shareholders, GAE and
              JP.

          


     

    	16.3  	
            If
              Completion has not taken place within five months of the date hereof
              and
              the Parties have not resolved the difficulties preventing Completion
              taking place pursuant to Clause 8.3 and 8.4, they shall be entitled
              to
              terminate this Agreement forthwith
              by
              service of a notice in writing on the other Parties.
              

          


     

    	16.4  	
            If
              prior to Completion the Shareholders, the Company and/or GAE and JP
              are in
              breach of any of the terms or conditions of this Agreement, or fail
              to
              comply in any material respect with any of its or their covenants or
              undertakings as set out in this Agreement, the Purchaser shall be entitled
              to serve notice on the Company requiring it the Shareholders and/or
              GAE
              and JP (as the case may be) to comply with such covenants and undertakings
              within a period of twenty eight calendar days from the date of service
              of
              the notice and if the Shareholders, the Company and/or GAE and JP fails
              to
              rectify such breach or failure within the period of twenty eight calendar
              days specified in the notice by the Purchaser, the Purchaser shall
              be
              entitled to terminate this Agreement forthwith by service of a further
              notice in writing on the Company, the Shareholders and/or GAE and
              JP.

          


     

    	16.5  	
            If
              this Agreement is terminated pursuant to Clause 16.2, 16.3, or 16.4
              above,
              the Parties shall have no liability to each other for any claims, losses,
              damages or expenses suffered or incurred prior to or following termination
              of this Agreement except and to the extent that such claims, losses,
              damages or expenses are attributable to a breach or material failure
              by
              one or more of the Parties in which case the Party responsible for
              such
              breach or material failure shall have liability to the Party making
              such
              claim or incurring such losses, damages or expenses.
              

          


     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    	16.6  	
            The
              Parties’ rights to make claims and or recover losses or damages,
              attributable to a breach of this Agreement or attributable to a material
              failure by one or more of the other Parties to discharge their respective
              obligations pursuant to this Agreement including but not limited to
              claims
              in respect of Warranties shall continue notwithstanding termination
              pursuant to Clauses 16.2, 16.3 or 16.4
              above.

          


     

    	17.  	
            Entire
              Agreement

          


     

    This
      Agreement and the documents annexed to it represent the entire agreement between
      the Parties relating to the transactions contemplated by this Agreement and
      supersede all previous agreements between the Parties relating to those
      transactions and each Party acknowledges that it does not rely on any statement,
      representation, assurance or warranty of any person (whether a Party to this
      Agreement or not) other than as expressly set out in this Agreement. Each Party
      agrees and undertakes to the other Parties that the only rights and remedies
      available to it arising out of or in connection with this Agreement or its
      subject matter shall be solely for breach of contract.

     

    	18.  	
            Third
              Party Rights

          


     

    This
      Agreement and the documents referred to in it are made for the benefit of the
      Parties and their successors and permitted assignees and are not intended to
      benefit, or be enforceable by, anyone else.

     

    	19.  	
            Notices

          


     

    	19.1  	
            The
              Shareholders and GAE and JP and each of them, as they hereby acknowledge
              and accept, shall be deemed to have received copies of all notices
              served
              pursuant to this Agreement provided that they have been served upon
              the
              Company. All notices served on the Company shall be addressed to the
              Company Secretary at its registered office at the following
              address:

          


     

     

    
      	 To the Company:  	C/O Hunton & Williams
	 	30 St. Mary Axe
	 	
              London
                

              EC3A
                8EP

            


    

     
      

     

    

    

    	19.2  	
            The
              Purchaser as it hereby acknowledges and accepts shall be deemed to
              have
              received copies of all notices served pursuant to this Agreement provided
              that they have been served upon and addressed to the Purchaser at the
              following address:

          


     

     

    
      
        	To the Purchaser	Suite 510 - 999 West Hastings
                Street
	 	Vancouver British Columbia
	 	
                Canada

                A1
                  V6C 2W2

              



    

     

    
      
        	With a copy to: 	Sichenzia Ross Friedman Ference
                LLP
	 	1065 Avenue of the Americas, 21st
                Floor
	 	
                New
                  York, NY 10018

                Attention:
                  Richard A. Friedman

                Telephone:
                  (212) 930-9700

                Facsimile:
                  (212) 930-9725

              


      

       
        

    

     

    	19.3  	
            Any
              notice or other document to be served under this Agreement may be
              delivered by hand or sent by first class recorded delivery post to
              the
              Party to be served at its address appearing in this Agreement or at
              such
              other address as it may have notified to the other Parties in accordance
              with this clause.

          


     

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

     

    	19.4  	
            All
              notices set out pursuant to this Agreement shall take
              effect:

          


     

    	19.4.1  	
            if
              delivered by hand, upon delivery;

          


     

    	19.4.2  	
            if
              posted, at 10 a.m. on the second Business Day after posting or if posted
              to an address in another country at 10 a.m. on the fifth Business Day
              after posting.

          


     

    	19.5  	
            In
              proving service of a notice or document it shall be sufficient to prove
              that delivery was made or that the envelope containing the notice or
              document was properly addressed and posted as a prepaid first class
              recorded delivery letter or that the telex or facsimile message was
              properly addressed and dispatched and the correct answerback or identity
              code is received as the case may be.

          


     

    	20.  	
            General

          


     

    	20.1  	
            Each
              of the obligations and undertakings set out in this Agreement which
              is not
              fully performed at Completion will continue in force after
              Completion.

          


     

    	20.2  	
            None
              of the Parties shall be entitled to assign or transfer its rights or
              obligations under this Agreement without the prior written consent
              of the
              other Parties.

          


     

    	20.3  	
            Any
              announcements concerning the transaction provided for in this Agreement
              by
              or on behalf of the Shareholders and GAE and JP, the Purchaser or the
              Company shall be subject to the approval of the other Parties except
              that
              the approval of the Shareholders and GAE and JP and/or the Company
              shall
              not be required as to (i) any statements or information which the
              Purchaser submits to its stockholders, or (ii) any statements, reports,
              publications or disclosures, including applicable filings with the
              US
              Securities and Exchange Commission, that the Purchaser is required
              to make
              pursuant to any applicable state or federal laws or regulations or
              (iii)
              any statements reports or disclosure that the Purchaser is required
              to
              make pursuant to any applicable state or federal court order, subject
              to
              any applicable limitations and privileges.


          


     

    	20.4  	
            Following
              signature of this Agreement the Purchaser shall have no liability to
              pay
              for any expenses incurred by the Company including the fees of advisors,
              agents, lawyers (save in respect of fees incurred in the preparation
              and
              negotiations of this Agreement), and accountants employed by the company
              and or the Shareholders except as separately agreed by the
              Purchaser.

          


     

    	20.5  	
            Time
              shall be of the essence of this Agreement both as regards dates and
              periods mentioned and as regards any dates and periods which may be
              substituted for them in accordance with this Agreement or by variation
              or
              amendment to this Agreement.

          


     

    	20.6  	
            Notwithstanding
              any provision herein to the contrary, the Parties agree that the existence
              and terms of this Agreement are confidential and that if this Agreement
              is
              terminated pursuant to Clause 16 or otherwise, the Parties agree to
              return
              to one another any and all financial, technical and business documents
              delivered to the other party or parties in connection with the negotiation
              and execution of this Agreement and shall keep the terms of this Agreement
              and all information and documents received from the Company and the
              Purchaser and the contents thereof confidential and not utilise nor
              reveal
              or release same, provided, however, that the Purchaser will be required
              to
              issue a news release regarding the execution and consummation of this
              Agreement and file a Current Report on Form 8-K with the Securities
              and
              Exchange Commission respecting the proposed Completion contemplated
              hereby
              together with such other documents as are required to maintain the
              currency of the Purchaser’s filings with the Securities and Exchange
              Commission.

          


     

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

     

    	21.  	
            Non
              Compete

          


     

    The
      Shareholders and GAE and JP will not and will procure that no company or
      business enterprise in which they have an interest whether directly or
      indirectly, will during the period of three years, directly or indirectly,
      carry
      on business in competition with the Purchaser, including the Company and its
      subsidiaries. The Shareholders and GAE and JP acknowledge that this restriction
      is reasonable and necessary for the protection of the interests of the
      Purchaser, but if it shall be held to be void but would be valid if deleted
      in
      part or reduced in its application territorially or in time, such restrictions
      shall apply modified as may be necessary to make it valid and
      enforceable.

     

    	22.  	
            Counterparts

          


     

    This
      Agreement may be executed in any number of counterparts and by the parties
      on
      separate counterparts (which may be facsimile copies) but shall not be effective
      until each of the parties has executed at least one counterpart. Each
      counterpart shall constitute an original of this Agreement but all the
      counterparts shall together constitute but one and the same
      instrument.

     

    	23.  	
            Governing
              Law and Jurisdiction

          


     

    This
      Agreement shall be governed by and interpreted in accordance with English law
      and the parties hereto submit to the exclusive jurisdiction of the English
      courts.

     

    [Remainder
      of Page Left Intentionally Blank]

     

    


     


    
      
         

      

      
        21

        
          

        

      

      
         

      

    


    AS
      WITNESS WHEREOF
      this
      Agreement has been signed by and on behalf of the Parties the day and year
      first
      before written.

     

    


     

    
      	 SIGNED for and on behalf of 	  )	 
	 MALIBU MINERALS,
              INC.	  )	 
	 	  )	 By:
              ________________________ 
	 	 	 James Laird
	 	 	 Chief Executive Officer
	 	 	 
	 	 	 
	 SIGNED for and on behalf of 	  )	 
	 FLEX FUELS ENERGY
              LIMITED	  )	 
	 	  ) 	 By:
              ________________________ 
	 	 	
               Gordon
                Alan Ewart

            
	 	 	 Director
	 	 	 
	 SIGNED by 	  )	 
	
               Iestyn
                Morgan 

            	  )	 
	 	 	 
	 SIGNED by	  )	 
	 Mark Ian
              Paulson	  )	 
	 	 	 
	 	 	 
	 SIGNED by	  )	 
	 Gordon Alan
              Ewart	  )	 
	 	 	 
	 	 	 
	 SIGNED by 	  )	 
	 Jon Penton 	  )	 


    

     

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    


     

    Schedule
      1

     

    Details
      of the Company

     

    


     

    
      	
              Name

               

            	
              FLEX
                FUELS ENERGY LIMITED

               

            
	
              Registered
                Number

               

            	
              6003328

               

            
	
              Authorised
                Share Capital

               

            	
              2,000
                shares of £0.10 each

               

            
	
              Issued
                Share Capital

               

            	
              1,700

               

            
	
              Directors

            	
              Gordon
                Alan Ewart

               

              Jon
                Penton

               

            
	
              Secretary

               

            	
              Gordon
                Alan Ewart

               

            
	
               

              Charges

            	
               

              None

            


    

    


     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    Schedule
      2

     

    Details
      of the Shareholders

     

    


     

    
      	
               

              Name

               

            	
               

              Address

               

            	
               

              No.
                of Acquisition Shares

               

            	
               

              No.
                Consideration Shares

               

            
	
               

              Iestyn
                Morgan

               

            	 	
               

              452

               

            	
               

              6,606,887

               

            
	
               

              Mark
                Ian Paulson 

               

            	 	
               

              172

               

            	
               

              2,516,908

               

            


    

    


     

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    Schedule
      3

     

    Details
      of the Purchaser

     

    


     

    
      	
               

              Name

               

            	
               

              MALIBU
                MINERALS, INC.

               

            
	
               

              Registered
                Number

               

            	
               

              *********
                (IRS Employer Identification Number)

               

            
	
               

              Issued
                Stock Units at date of Completion

               

            	
               

              62,922,734

               

            
	
               

              Directors

               

            	
               

              Jim
                Laird, Tom Barr

               

            
	
               

              Secretary

               

            	
               

              Jim
                Laird

               

            
	
               

              Charges

               

            	
               

              None

               

            


    

    


     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

    Schedule
      4

     

    Shareholders
      Warranties

     

    Part
      I

     

    Warranties

     

    The
      Shareholders and GAE and JP (hereinafter in this Schedule collectively referred
      to as “Warrantors”) hereby jointly and severally warrant in all material
      respects and represent to the Purchaser with the intent that it will rely
      thereon in entering into this Agreement and in approving and completing the
      transactions contemplated hereby, that as of the date of the Agreement:


     

    	1.  	
            The
              Company - Company Status and
              Capacity

          


     

    	1.1  	
            The
              Company is a company duly incorporated and validly subsisting under
              the
              laws of England and Wales;

          


     

    	1.2  	
            The
              Company has the legal power, capacity and authority to own its assets
              and
              to carry on the Business and to enter into and complete this Agreement;
              and

          


     

    	1.3  	
            The
              details of the Company set out in Schedule 1 are true and accurate
              in all
              respects.

          


     

    	2.  	
            The
              Company - Capitalisation

          


     

    	2.1  	
            The
              authorized Share Capital of the Company consists of 2,000 ordinary
              shares
              of £0.10 each of which 1,700 shares (being the Acquisition Shares) have
              been issued to the Shareholders and the Remaining Shareholders and
              are
              credited as fully paid. The Allotment Shares will, on issue and allotment,
              be free from Encumbrances and the Acquisition Shares are, at the date
              of
              this Agreement, and will remain on Completion free from Encumbrances
              save
              in the case of the Allotment Shares, for the preemptive rights attached
              to
              such shares in the Company’s Articles of Association which have been
              waived by the Shareholders to allow for allotment of the Allotment
              Shares.

          


     

    	2.2  	
            No
              legal person, firm or corporation has any agreement, option, warrant
              or
              any other right capable of becoming an agreement, option, warrant
              pre-emptive right (other than those set out in the Companies Act 1985
              (as
              amended), or right for the acquisition of the Shares held by the
              Shareholders or for the purchase, subscription or issuance of any of
              the
              unissued shares in the capital of the
              Company.

          


     

    	3.  	
            The
              Company Records 

          


     

    	3.1  	
            The
              Memorandum and Articles of Association of the Company have not been
              altered since its incorporation date, except as filed in the statutory
              books of the Company and; 

          


     

    	3.2  	
            The
              minute books of the Company are complete in all material respects and
              each
              of the minutes contained therein accurately reflect in all material
              respects the actions that were taken at a duly called and held meeting
              or
              by consent without a meeting. The Company is not in violation or breach
              of, or in default with respect to, any term of its Memorandum and Articles
              of Association. The statutory books and records of the Company have
              been
              kept up to date and maintained in accordance with the requirements
              of the
              laws of England and Wales. All necessary filings have been made to
              the
              relevant authorities or organisations with responsibility for
              regulation.

          


     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    	4.  	
            Directors
              and Employees

          


     

    The
      directors of the Company are Gordon Alan Ewart, Jon Penton, Iestyn Morgan and
      Mark Paulson. The remuneration paid to the directors are as set out in the
      contracts with the Company as disclosed to the Purchaser. Except as disclosed
      to
      the Purchaser the directors are not in receipt of any remuneration or benefits
      of any kind from the Company, or for which the Company is or may be made
      responsible and the level of their remuneration remain fixed for the duration
      of
      the interim period. There are no employees of the Company and other than the
      remuneration to be paid to the directors as referred to above, the Company
      does
      not have any responsibility to pay for the services of any third parties acting
      as consultants to the Company or in any other capacity except as
      disclosed.

     

    	5.  	
            Trading

          


     

    The
      Company is not and has not since its date of incorporation been a party to
      any
      agreement or obligation which is of an unusual or abnormal nature or outside
      the
      ordinary and normal course of business or which is not of an entirely arms
      length nature.

     

    	6.  	
            Execution
              and Performance of Agreement

          


     

    The
      execution and delivery of this Agreement, and the completion of the transactions
      contemplated hereby, have been duly and validly authorised by all necessary
      corporate action on the part of the Company and;

     

    	(i)  	
            does
              not violate the Memorandum or Articles or Association of the Company
              or
              result in any material breach of, or default under, any loan agreement,
              mortgage, deed of trust, or any other agreement to which the Company
              is a
              party,

          


     

    	(ii)  	
            give
              any person any right to terminate or cancel any material agreement
              including any right or rights enjoyed by the Company and its
              Subsidiaries,

          


     

    	(iii)  	
            result
              in any alteration of the Company's and its Subsidiaries’ obligations under
              any agreement to which the Company and or its Subsidiaries is a party
              to,
              

          


     

    	(iv)  	
            result
              in the creation or imposition of any lien, encumbrance or restriction
              of
              any nature whatsoever in favor of a third party upon or against the
              Company’s assets, 

          


     

    	(v)  	
            result
              in the imposition of any tax liability to the Company, nor violate
              any
              court order or decree to which either the Company is
              subject;

          


     


    
      
         

      

      
        27

        
          

        

      

      
         

      

    


    Part
      II

     

    Warranties

     

    Each
      of
      the Warrantors hereby jointly and severally warrant in all material respects
      and
      represent to the Purchaser with the intent that it will rely thereon in entering
      into this Agreement and in approving and completing the transactions
      contemplated hereby, that as of the Completion Date: 

     

    	1.  	
            Part
              I Warranties

          


     

    The
      statements set out in Part I of this Schedule 4 relating to the Company remain
      true and accurate in all material respects except that the Company has pursuant
      to the terms of this Agreement issued and allotted the Allotment Shares and
      has
      entered into employment contracts and made appointments and or engaged the
      services of various individuals as disclosed to the Purchaser and has entered
      into the Completion Agreements. 

     

    	2.  	
            Records
              and Financial Statements

          


     

    	2.1  	
            The
              Memorandum and Articles of Association of the Company have not been
              altered since its incorporation date, except as filed in the record
              books
              of the company.

          


     

    	2.2  	
            The
              minute books of the Company and its Subsidiaries are complete in all
              material respects and each of the minutes contained therein accurately
              reflect in all material respects the actions that were taken at a duly
              called and held meeting or by consent without a
              meeting.

          


     

    	2.3  	
            Neither
              the Company nor its Subsidiaries is in violation or breach of, or in
              default with respect to, any term of its memorandum and articles of
              association.

          


     

    	2.4  	
            The
              statutory books and/or records of the Company and its subsidiary are
              up to
              date and maintained in accordance with good
              practice.

          


     

    	3.  	
            Subsidiary
              Companies

          


     

    The
      Company has incorporated the Subsidiaries in England and Wales in accordance
      with the provisions of relevant legislation. There are no other companies or
      undertakings in which the Company has an interest and no contracts or
      arrangements in existence or under consideration for the Company to acquire
      an
      interest in any other companies or undertakings. The Subsidiaries are duly
      authorized to carry on the Business. The nature of the Business does not require
      the Subsidiaries to register or be qualified to carry on business in any other
      jurisdiction.

     

    	4.  	
            Litigation

          


     

    	4.1  	
            Neither
              the Company nor any of its Subsidiaries are engaged in any material
              litigation or arbitration, prosecution or other legal proceedings and
              after making due and careful enquiries there are no facts which are
              likely
              to give rise to any such proceedings.

          


     

    	5.  	
            The
              Company - Records and Management Accounts and Financial
              Statements

          


     

    	5.1  	
            The
              Management Accounts accurately present, in all material respects, the
              assets and liabilities (whether accrued, absolute, contingent or
              otherwise) of the Company as of the date thereof and have been prepared
              in
              substantial accordance with generally accepted accounting principles
              consistently applied. 

          


     

    	5.2  	
            There
              are no material liabilities, contingent or otherwise, of the Company
              which
              are not reflected in the Management Accounts except those incurred
              in the
              ordinary course of business since the date of the last Management
              Accounts, and the Company has not guaranteed or agreed to guarantee
              any
              debt, liability or other obligation of any person, firm or
              corporation;

          


     

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    	5.3  	
            All
              of the bank accounts of the Company and its Subsidiaries, their locations,
              numbers and authorised signatories have been disclosed to the Purchaser
              and except as disclosed the Company and its Subsidiaries have no other
              bank accounts.

          


     

    	5.4  	
            No
              dividends or other distributions on any shares in the capital of the
              Company have been made, declared or authorised since the date of the
              last
              Management Accounts.

          


     

    	5.5  	
            No
              payments of any kind have been made or authorised since the date of
              the
              last Management Accounts to or on behalf of the Warrantors or to or
              on
              behalf of officers, directors, shareholders or employees of the Company
              or
              under any management agreements with the Company, except payments made
              in
              the ordinary course of business and at the regular rates of salary
              or
              other remuneration payable to them.

          


     

    	5.6  	
            There
              are no pension, profit sharing, group insurance or similar plans or
              other
              deferred compensation plans affecting the Company, except as set forth
              in
              the last Management Accounts.

          


     

    	5.7  	
            Since
              the date of the last Management Accounts:

          


     

    	(i)  	
            there
              has not been any material adverse change in the consolidated financial
              position or condition of the Company, its liabilities or the Company
              assets or any damage, loss or other change in circumstances materially
              affecting the Company, the Business or the Company’s assets or the
              Company’s right to carry on the Business, other than changes in the
              ordinary course of business;

          


     

    	(ii)  	
            there
              has not been any damage, destruction, loss or other event (whether
              or not
              covered by insurance) materially and adversely affecting the Company,
              the
              Business or the Company’s assets;

          


     

    	(iii)  	
            there
              has not been any increase in the compensation payable or to become
              payable
              by the Company to the Warrantors or to any of the Company 's officers,
              employees or agents or any bonus, payment or arrangement made to or
              with
              any of them;

          


     

    	(iv)  	
            the
              Business has been and continues to be carried on in the ordinary
              course;

          


     

    	(v)  	
            the
              Company has not waived or surrendered any right of material
              value;

          


     

    	(vi)  	
            the
              Company has not discharged or satisfied or paid any lien or encumbrance
              or
              obligation or liability other than current liabilities in the ordinary
              course of business, and 

          


     

    	(vii)  	
            no
              capital expenditures in excess of US $10,000 individually or US $30,000
              in
              total have been authorised or made.

          


     

    	5.8  	
            The
              Company is not indebted to the Warrantors nor to any director or officer
              of the Company or any connected person except in respect of bona fide
              business transactions incurred in the normal course of business and
              no
              Shareholder, director or officer is under any financial obligation
              to the
              Company except for advances in the normal course of
              business.

          


     

    	5.9  	
            The
              Company Financial Statements, and to the extent required the Financial
              Statements, are true and accurate in all material respects and that
              the
              Company Financial Statements have been audited for the period from
              inception to December 31, 2006, by an independent registered certified
              public accounting firm who is registered with, and has audited the
              Company
              Financial Statements in accordance with the standards of, the Public
              Company Accounting Oversight Board (United States of America), and
              that
              the Financial Statements for the three month period ended March 31,
              2007,
              if required, have been reviewed in accordance with the PCAOB and in
              conformity with accounting principles generally accepted in the
              US.

          


     

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    	6.  	
            The
              Company - Income Tax Matters

          


     

    	6.1  	
            All
              tax returns and reports of the Company and its Subsidiaries required
              by
              law to be filed have been filed and are true, complete and correct
              in all
              material respects, and any taxes payable in accordance with any return
              filed by the Company or its Subsidiaries or in accordance with any
              notice
              of assessment or reassessment issued by any taxing authority have been
              paid when due.

          


     

    	7.  	
            The
              Company - Applicable Laws and Legal
              Matters

          


     

    	7.1  	
            The
              Company and its Subsidiaries have complied with the laws of England
              and
              Wales are not in material breach of any such laws. The Company and
              or its
              Subsidiaries holds all material licenses and permits as may be requisite
              for carrying on the Business which licenses and permits have so far
              as the
              Warrantors and the Company are aware been in all material respects
              maintained and continue to be in good standing except where the failure
              to
              obtain or maintain such licenses or permits would not have a material
              adverse effect on the Business.

          


     

    	7.2  	
            Neither
              the Company nor its Subsidiaries have been charged with or received
              notice
              of breach of any laws, ordinances, statutes, regulations, by-laws,
              orders
              or decrees to which they are subject or which applies to them the
              violation of which would have a material adverse effect on the Business,
              and, to the best of the Company, its Subsidiaries and the Warrantor’s
              knowledge, neither the Company nor its Subsidiaries are in breach of
              any
              laws, ordinances, statutes, regulations, by-laws, orders or decrees
              the
              contravention of which would result in a material adverse impact on
              the
              Business. 

          


     

    	7.3  	
            There
              is no material litigation or administrative or governmental proceeding
              pending against or relating to the Company or its Subsidiaries or the
              Business nor do the Warrantors have any knowledge of any deliberate
              act or
              omission of the Company or its Subsidiaries that would form any material
              basis for any such action or proceeding.

          


     

    	7.4  	
            Neither
              the Company nor its Subsidiaries have made any voluntary assignment
              or
              proposal under applicable laws relating to insolvency and so far as
              the
              Company, and the Warrantors are aware no insolvency petition has been
              filed or presented against the Company or any of its Subsidiaries and
              no
              order has been made or a resolution passed for the winding-up, dissolution
              or liquidation of the Company or any of its Subsidiaries and neither
              the
              Company nor its Subsidiaries are aware of any circumstances which could
              give rise to such orders or resolutions.

          


     

    	7.5  	
            Neither
              the Company nor its Subsidiaries are a party to any collective agreement
              relating to the Business with any labour union or other association
              of
              employees and no part of the Business has been certified as a unit
              appropriate for collective bargaining or has made any attempt in that
              regard.

          


     

    	7.6  	
            Neither
              the Company nor its Subsidiaries are a party to any agreement which
              provides for the payment of finder's fees, brokerage fees, commissions
              or
              other fees or amounts which are or may become payable to any third
              party
              in connection with the execution and delivery of this Agreement and
              the
              transactions contemplated herein.

          


     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

    


     

    	8.  	
            The
              Company Assets - Ownership and
              Condition

          


     

    	8.1  	
            Neither
              the Warrantors nor any other person, firm or corporation own any assets
              used by the Company and or its Subsidiaries in operating the Business
              which are material to the Company and or its
              Subsidiaries.

          


     

    	8.2  	
            The
              Company and its Subsidiaries are the legal and beneficial owners of
              their
              respective assets from and clear of all mortgages, liens, charges,
              pledges, security interests, encumbrances or other claims
              whatsoever.

          


     

    	8.3  	
            No
              person, firm or corporation has any agreement or option or a right
              capable
              of becoming an agreement for the purchase of any of the assets of the
              Company or its Subsidiaries.

          


     

    	8.4  	
            The
              Company and/or its Subsidiaries maintain public liability insurance
              and
              insurance against loss or damage to the Company’s and/or its Subsidiaries’
              assets.

          


     

    	8.5  	
            There
              has not been any default in any material obligation of the Company
              and/or
              its Subsidiaries or any other party to be performed under any contract
              material to the Company or its Subsidiaries and the Company, and the
              Warrantors are not aware of any default in the obligations of any other
              party to any of the contracts material to the
              Business.

          


     

    	8.6  	
            There
              are no agreements, commitments or understandings relating to severance
              pay
              or separation allowances on termination of employment of any employee
              of
              the Company and/or its Subsidiaries. Neither the Company nor its
              Subsidiaries are obliged to pay benefits or share profits with any
              employee after termination of employment except as required by
              law.

          


     

    	9.  	
            The
              Company Assets - The Company Goodwill and Other
              Assets

          


     

    	9.1  	
            The
              Company and its Subsidiaries carry on the Business under the names
“FLEX
              FUELS ENERGY LIMITED”, “FLEX FUEL TRADING LIMITED”, and “FLEX FUEL
              REFINERIES LIMITED” and variations thereof and under no other business or
              trade names. The Warrantors do not have any knowledge of any infringement
              by the Company of any patent, trademark, copyright or trade
              secret;

          


     

    	9.2  	
            Except
              for the Subsidiaries the Company does not own any subsidiaries and
              does
              not otherwise own, directly or indirectly, any shares or interest in
              any
              other corporation, partnership, joint venture or
              firm.

          


     

    	9.3  	
            Since
              the date of the last Management Accounts the business has been carried
              on
              in the ordinary course and the Company has not entered into any material
              agreement or commitment except in the ordinary
              course.

          


     

    	10.  	
            The
              Company - Health and Safety

          


     

    So
      far as
      the Warrantors are aware, the Company and/or its Subsidiaries has complied
      in
      all material respects with the requirements of all health and safety legislation
      operative in United Kingdom and the other jurisdictions in which the Company
      operates. There are no outstanding claims or matters which represent a breach
      of
      such laws and the Warrantors are not aware of any circumstances or events which
      could rise to such claims. 


    
      
         

      

      
        31

        
          

        

      

      
         

      

    


    Schedule
      5

     

    Purchaser’s
      Warranties

     

    Except
      as
      set forth in the Attachments to this Schedule (the “Attachment Schedules”) which
      Attachment Schedules shall be deemed a part hereof and to qualify any
      representation or warranty otherwise made herein to the extent of such
      disclosure, and except as set forth in the SEC Reports, the Purchaser hereby
      makes the representations and warranties set forth below to the Company, each
      of
      the Shareholders, GAE and JP. 

     

    	1.  	
            Corporate
              Matters

          


     

    	1.1  	
            The
              Purchaser has full power and authority to enter into and perform this
              Agreement and any agreement or document to be entered into by the
              Purchaser pursuant to this Agreement. This Agreement and the other
              documents to be executed by the Purchaser pursuant to this Agreement
              constitute or, when executed, will constitute, valid and binding
              obligations on the Purchaser which are enforceable in accordance with
              their respective terms.

          


     

    	1.2  	
            The
              Purchaser has taken all corporate and other action necessary to enable
              it
              to enter into and perform this Agreement and any agreement or document
              to
              be entered into pursuant to this Agreement and has obtained all approvals
              and consents required by it for the performance by it of the transactions
              contemplated by this Agreement and any agreement or document to be
              entered
              into pursuant to this Agreement.

          


     

    	1.3  	
            The
              execution and delivery of, and the performance by the Purchaser of
              its
              obligations under this Agreement and any agreement or document entered
              into pursuant to this Agreement will not:

          


     

    	(i)  	
            result
              in a breach of any provision of the constitutional documents of the
              Purchaser; or

          


     

    	(ii)  	
            result
              in a breach of any order, judgment or decree of any court or governmental
              agency or Encumbrance to which the Purchaser is a party or by which
              the
              Purchaser or any of its assets is bound.

          


     

    	1.4  	
            Except
              as contemplated by this Agreement, the Purchaser has not created or
              granted or agreed to create or grant any Encumbrance in respect of
              any of
              its Stock Units.

          


     

    	1.5  	
            Except
              as contemplated by this Agreement, there are no agreements or arrangements
              in force which provide for the present or future allotment, issue,
              transfer, redemption or repayment of, or grant to any person of the
              right
              (whether conditional or otherwise) to require the allotment, issue,
              transfer, redemption or repayment of, any Stock Unit or loan capital
              of
              the Purchaser (including any option or right of pre-emption or
              conversion).

          


     

    	1.6  	
            The
              Purchaser is not, nor has it ever been the holder or beneficial owner
              of,
              nor has it agreed to acquire:

          


     

    	(i)  	
            any
              share or loan capital of any corporate body (whether incorporated in
              the
              United States of America or elsewhere);

          


     

    	(ii)  	
            any
              interest in any firm, partnership, association, organisation or
              trust.

          


     

    	1.7  	
            The
              Purchaser does not control or take part in the management of any corporate
              body, firm, partnership, association, organisation or
              trust.

          


     

    	1.8  	
            The
              details of the Purchaser set out in Schedule 3 are true and accurate
              in
              all respects. 

          


     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

     

    	1.9  	
            The
              Purchaser has at all times carried on business and conducted its affairs
              in all respects in accordance with its constitution for the time being
              in
              force and any other documents to which it is or has been a
              party.

          


     

    	1.10  	
            The
              Purchaser is empowered and duly qualified to carry on business in all
              jurisdictions in which it now carries on
              business.

          


     

    	1.11  	
            Due
              compliance has been made with all legal requirements in connection
              with
              the formation of the Purchaser, the allotment or issue of any of its
              Stock
              Units and other securities and the payment of dividends, if
              any.

          


     

    	1.12  	
            All
              returns, particulars, resolutions and documents required to be filed
              with
              any authority in the United States of America, or any other authority,
              in
              respect of the Purchaser have been duly filed within the relevant time
              limits and were true, accurate and correct in all material
              respects.

          


     

    	1.13  	
            The
              authorisation, allotment and issue of the Consideration Shares comply
              to
              the extent applicable, with the constitutional documents of the Purchaser
              and all relevant legal and regulatory
              requirements.

          


     

    	1.14  	
            The
              Consideration Shares will be allotted fully paid and issued free from
              all
              claims, expenses and Encumbrances and together with all rights attached
              to
              them at the date of this Agreement and
              subsequently.

          


     

    	1.15  	
            The
              Consideration Shares on issue will rank pari passu in all respects
              with
              the Purchaser’s current issued Stock Units, including the right to
              participate in all dividends and other distributions thereafter made
              or
              paid in respect of the Stock Units. The Purchaser and its Directors
              have
              full power and authority under the Purchaser’s constitutional documents
              and from resolutions passed by its members in general meeting to allot
              and
              issue the Consideration Shares without any other sanction or consent
              by
              members of the Purchaser or any class of them for the allotment and
              issue
              of the Consideration Shares which has not been unconditionally
              obtained.

          


     

    	1.16  	
            The
              allotment and issue to the Purchaser of the Allotment Shares and the
              transfer of Acquired Shares complies with all relevant legal and
              regulatory requirements.

          


     

    	2.  	
            Finance

          


     

    	2.1  	
            Except
              for the commitments contained in this Agreement, which are conditional
              upon the Purchaser securing support for its private placement fundraising
              activities, the Purchaser has no outstanding capital commitments. The
              Purchaser has not made or agreed to make any capital expenditure or
              incurred or agreed to incur any capital
              commitments.

          


     

    	2.2  	
            The
              Purchaser has not lent any money which has not been repaid to
              it.

          


     

    	2.3  	
            There
              are no liabilities (including contingent liabilities) which are
              outstanding on the part of the Purchaser.

          


     

    	2.4  	
            The
              Purchaser has no outstanding loan capital, nor has it agreed to create
              or
              issue any such loan capital.

          


     

    	2.5  	
            Since
              the date of its incorporation the Purchaser has
              not:

          


     

    	(i)  	
            incurred
              or agreed to incur any borrowing or indebtedness which it has not repaid
              or satisfied; or

          


     

    	(ii)  	
            lent
              or agreed to lend any money which has not been repaid to it;
              or

          


     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

     

    	(iii)  	
            acquired
              the benefit of any debt, present or
              future.

          


     

    	2.6  	
            Since
              the date of its incorporation, the Purchaser is not a party to nor
              has it
              any outstanding obligation under nor has it agreed to enter
              into:

          


     

    	(i)  	
            any
              loan agreement, debenture, bond, stock, acceptance or documentary credit
              facility, bill of exchange, promissory note, finance lease, debt or
              inventory financing, discounting or sale of receivables or factoring
                   agreement or sale and lease back arrangement;
              or

          


     

    	(ii)  	
            any
              other arrangement, except as contemplated in this Agreement, the purpose
              of which is to raise money or provide finance or
              credit.

          


     

    	3.  	
            Business
              Transfer Agreement

          


     

    Since
      incorporation the Purchaser has not conducted any business other than the
      Pre-Completion Business. The Purchaser having entered into the Business Transfer
      Agreement has transferred all assets and liabilities to the Subsidiary company
      which is a party to the Business Transfer Agreement. As a result of transferring
      all of the assets and liabilities associated with the Pre-Completion Business
      out of the Purchaser under the terms of the Business Transfer Agreement prior
      to
      the Completion Date, as well as assigning all agreements related thereto, the
      Purchaser has no remaining liabilities or obligations relating to the
      Pre-Completion Business.

     

    	4.  	
            Trading

          


     

    	4.1  	
            The
              Purchaser is not and has not since its date of incorporation been a
              party
              to any agreement, arrangement or obligation which is of an unusual
              or
              abnormal nature or outside the ordinary and normal course of business
              or
              which is not of an entirely arms length
              nature.

          


     

    	4.2  	
            The
              Purchaser has not entered into any guarantee or agreement for indemnity
              or
              for suretyship in respect of any debt, liability or obligation of any
              third party.

          


     

    	4.3  	
            No
              third party has entered into or provided any guarantee or agreement
              for
              indemnity or for suretyship or performance bond or other security in
              respect of any debt, liability or obligation of the
              Purchaser.

          


     

    	4.4  	
            The
              Purchaser is not, nor will it with the lapse of time become, in default
              under any agreement to which it is a party and, so far as the Purchaser
              is
              aware, there are no facts, matters or circumstances which are likely
              to
              give rise to any such default.

          


     

    	4.5  	
            To
              the best of the Purchaser’s knowledge and belief, the Purchaser is not nor
              will it with the lapse of time become liable in respect of any
              representation or warranty (whether express or implied) or any matter
              giving rise to a duty of care on its
              part.

          


     

    	4.6  	
            To
              the best of the Purchaser’s knowledge and belief, no party to any
              agreement with the Purchaser is in material default under such agreement
              and, so far as the Purchaser is aware there are no facts, matters or
              circumstances which are likely to give rise to any such
              default.

          


     

    	4.7  	
            The
              Purchaser has obtained all licences, permissions, authorisations and
              consents from any person, authority or body which are necessary for
              the
              carrying on of its business and all such licences, permissions,
              authorisations and consents are in full force and effect and the Purchaser
              is not in breach of any of the terms or conditions of any such licence,
              permission, authorisation or consent.

          


     

    	4.8  	
            No
              party is or will be entitled to terminate or revoke any such licence,
              permission, authorisation or consent as a result of the entry into
              or
              performance of this Agreement or any of the transactions contemplated
              by
              this Agreement.

          


     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

     

    	4.9  	
            Neither
              the Purchaser (nor any person for whose acts or defaults the Purchaser
              may
              be vicariously liable) is involved or since the date of incorporation
              of
              the Purchaser has been involved in any legal or administrative or
              arbitration proceedings (whether as plaintiff or defendant or otherwise)
              and no such proceedings are pending or threatened and, so far as the
              Purchaser is there are no facts, matters or circumstances which are
              likely
              to give rise to any such proceedings which would result in a material
              adverse effect on the Purchaser.

          


     

    	4.10  	
            There
              is no unfulfilled or unsatisfied judgment or court order or undertaking
              or
              assurance given to any court or government or governmental agency or
              regulatory body outstanding against the
              Purchaser.

          


     

    	4.11  	
            No
              governmental or official investigation or inquiry concerning the Purchaser
              or any of its directors or employees is in progress or pending and
              so far
              as the Purchaser is aware there are no facts, matters or circumstances
              which are likely to give rise to any such investigation or
              inquiry.

          


     

    	4.12  	
            The
              Purchaser has conducted and is conducting its business in accordance
              with
              all applicable laws in the United States of America and
              Canada.

          


     

    	4.13  	
            The
              Purchaser is not in breach of any order, decree or judgment of any
              court
              or any governmental or regulatory authority (whether of the United
              States
              of America, Canada or elsewhere).

          


     

    	4.14  	
            The
              Purchaser has not made any voluntary assignment or proposal under the
              applicable laws relating to insolvency and no bankruptcy petition has
              been
              filed or presented against the Company and no order has been made or
              a
              resolution passed for the winding-up, dissolution or liquidation of
              the
              Purchaser.

          


     

    	5.  	
            Employment

          


     

    	5.1  	
            The
              Purchaser has no employees.

          


     

    	5.2  	
            No
              outstanding offer of employment has been made by the Purchaser to any
              person nor has any person accepted an offer of employment made by the
              Purchaser but who has not yet commenced such
              employment.

          


     

    	5.3  	
            Except
              as set forth on Schedule 5.3, there are no contracts for services
              (including without limitation consultancy agreements) between the
              Purchaser and any person.

          


     

    	5.4  	
            The
              Purchaser does not have in existence or participate in any share incentive
              scheme or share option scheme.

          


     

    	6.  	
            Pensions

          


     

    The
      Purchaser has not prior to the date of this Agreement paid, provided or
      contributed towards, and the Purchaser has not proposed nor is it under any
      obligation, liability or commitment whether established by trust contract,
      board
      resolution, service agreement, ex-gratia arrangement or otherwise and whether
      or
      not legally enforceable to pay, provide or contribute towards, any retirement,
      death or disability benefit for or in respect of any present or past officer
      or
      employee (or any spouse, child or dependent of any of them) of the Purchaser
      and
      no such pension or payment is now being made voluntarily and no ex-gratia
      payments in respect of any pension have been or are proposed to be made by
      the
      Purchaser to any such persons.

     

    	7.  	
            Assets

          


     

    	7.1  	
            No
              claim has been or will be made by any person to be entitled to any
              Encumbrance on or over any of the assets, property or undertaking of
              the
              Purchaser.

          


     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

     

     

    	7.2  	
            There
              is no dispute, directly or indirectly, between the Purchaser and any
              person relating to any of the assets of the
              Purchaser.

          


     

    	8.  	
            Insurance

          


     

    	8.1  	
            As
              of the Completion Date, to the best of the Purchaser’s knowledge and
              belief, the Purchaser is not required to obtain nor does it maintain
              any
              policies of insurance.

          


     

    	8.2  	
            Subsequent
              to Completion, the Purchaser shall use its best efforts to obtain all
              required policies of insurance, as would be obtained or carried on
              by a
              same type of business, and shall at all material times thereafter
              adequately insure against accident, damage, injury, third party loss
              (including, with limitation, product liability), loss of profits and
              other
              risks normally insured against by persons carrying on the same type
              of
              business as that carried on by the Purchaser. In addition, the Purchaser
              shall use its best efforts to have all policies of insurance effected
              by
              or for the benefit of the Purchaser in the future to be then in full
              force
              and effect and shall use its best efforts not to take any action or
              omit
              to take any action which could make any such policy of insurance void
              or
              voidable or which would likely to result in an increase in
              premium.

          


     

    9. SEC
      Reports

     

    “SEC
      Reports” shall mean all reports, schedules, forms, statements and other
      documents filed by the Purchaser with the Securities and Exchange Commission
      under the Securities Act of 1933, as amended, or the Exchange Act of 1934,
      as
      amended, from inception on March 10, 2006 through the Completion
      Date.

     


    
      
         

      

      
        36

        
          

        

      

      
         

      

    


    ATTACHMENT
      SCHEDULES TO

     

    SCHEDULE
      5 “PURCHASER WARRANTIES”

     

    OF
      THE ACQUSITION AGREEMENT DATED DECEMBER ____, 2006

     

    


     

    Schedule
      5.3

     

    Effective
      as of the date of this Agreement, the Purchaser entered into an Employment
      Agreement with Jim Laird, its Chief Executive Officer, Chief Financial Officer,
      Secretary and Treasurer. The terms of Jim Laird’s Employment Agreement are set
      forth in the Purchaser’s SEC Reports.

     

    Effective
      upon the signing of this Agreement, the Purchaser entered into or intends to
      enter into a Compensation Agreement with its director, Tom Barr. The terms
      of
      Tom Barr’s Compensation Agreement are set forth in the Purchaser’s SEC
      Reports.

     

    


     

     

     


    
      
         

      

      
        37

        
          

        

      

      
         

      

    


     

     

    Schedule
      6

     

    Part
      I

     

    Initial
      Funding Agreements

     

    
      	
              No.

               

            	
              Condition

               

            
	
              1

               

            	
              Management
                Contract between the Company and Gordon Alan Ewart to be
                signed.

               

            
	
              2

               

            	
              Management
                Contract between the Company and Jon Penton to be signed.

               

            
	
              3

               

            	
              Heads
                of terms to sub-lease a site suitable for a bio-diesel
                refinery

               

            
	
              4

               

            	
              Letter
                from Cardiff Council indicating that the bio-diesel site (referred
                to in
                item 3 above) is suitable.

               

            
	
              5

               

            	
              Proposal
                from a supplier to deliver transesterification process plant to produce
                biodiesel from vegetable oil

               

            
	
              6

               

            	
              Proposal
                from a supplier to deliver process plant capable of extracting oil
                from
                oilseed rape.

               

            


    

    


     


    
      
         

      

      
        38

        
          

        

      

      
         

      

    


    Part
      II

     

    Detailed
      schedule of expenditure for which the Initial Funding may be
      used.

     

    [Missing
      Graphic Reference]


     


    
      
         

      

      
        39

        
          

        

      

      
         

      

    


    Schedule
      7

     

    Completion
      Agreements

     

    All
      Agreements are to be conditional only on Completion unless otherwise
      stated:

     

    
      	
              No

               

            	
              Company

               

            	
              Condition

               

            
	
              1

               

            	
              General

               

            	
              All
                the above conditions to be satisfied

               

            
	
              2

               

            	
              General

               

            	
              All
                subsidiary companies to be in place

               

            
	
              2

               

            	
              General

               

            	
              A
                management agreement between the Purchaser and Gordon Alan Ewart
                to be
                signed

               

            
	
              3

               

            	
              General

               

            	
              A
                management agreement between the Purchaser and Jon Penton to be
                signed

               

            
	
              4

               

            	
              General

               

            	
              A
                management agreement between the Purchaser and Iestyn Morgan to be
                signed

               

            
	
              5

               

            	
              General

               

            	
              A
                management agreement between the Purchaser and Mark Ian Paulson to
                be
                signed

               

            
	
              6

               

            	
              General

               

            	
              A
                management agreement between the Purchaser and a Chief Financial
                Officer
                to be signed

               

            
	
              7

               

            	
              FFR

               

            	
              Option
                to lease land suitable for the construction and operation of a biodiesel
                refinery

               

            
	
              8

               

            	
              FFT

               

            	
              Heads
                of terms for the supply of 90,000t oil seed rape per year

               

            
	
              9

               

            	
              FFC

               

            	
              Option
                to lease site for a oil seed crush plant on a port location in the
                United
                Kingdom 

               

            
	
              10

               

            	
              FFC

               

            	
              Heads
                of terms for the engineering, procurement, installation and commissioning
                of plant to crush oil seed

               

            
	
              11

               

            	
              FFB

               

            	
              Letter
                of intent from a buyer of the oil seed rape husk produced from the
                crush
                plant

               

            
	
              12

               

            	
              Malibu

               

            	
              Malibu
                to have been approved for quotation on the Principal Market.

               

            
	
              13

               

            	
              Malibu

               

            	
              Malibu
                to have successfully raised Main Funding.

               

            
	
              14

               

            	
              Malibu

               

            	
              Voting
                Agreements entered into by the 10.5% Shareholders, a form of which
                is
                annexed to this Agreement as Exhibit I.

               

            
	
              15

               

            	
              Malibu

               

            	
              Lock-up
                Agreements entered into by the 10.5% Shareholders, a form of which
                is
                annexed to this Agreement as Exhibit II.

               

            


    

    


     


    
      
         

      

      
        40

        
          

        

      

      
         

      

    


    


     

    Schedule
      8

     

    Business
      Plan

     


    
      
         

      

      
        41

        
          

        

      

      
         

      

    


    


     

    Exhibit
      1

     

    Form
      of Voting Trust Agreement

     


    
      
         

      

      
        42

        
          

        

      

      
         

      

    


    Exhibit
      2

     

    Form
      of Lock-up Agreement