Exhibit
10.1

    


    ACQUISITION
AND

    REORGANIZATION
AGREEMENT

    


    This Acquisition and Reorganization
Agreement (hereinafter the "Agreement") is made and entered into as of September 16, 2010, by
and among International Development and Environmental Holdings, Inc., a Nevada
corporation ("IDEH"), Scott Lieberman (“Seller”) and
Heights  Management 63, LLC, a New York limited liability company
(“Heights 63”).


    


    AGREEMENT

    


    In consideration of the terms hereof,
the parties hereto agree as follows:


    


    ARTICLE
I - PURCHASE AND SALE OF STOCK

    


    1.1          Purchase and Sale of Membership
Interests

    


    Subject to the terms and conditions
hereof, on the Closing Date (as defined below), Seller shall sell, convey,
transfer, assign and deliver to IDEH, and IDEH shall purchase from the Seller,
all of the issued and outstanding membership interests in Heights 63 (the
“Heights 63 Membership Interests”).

    


    1.2          The Closing

    


    The closing of this Agreement (the
“Closing”) shall occur on September 16, 2010
(the “Closing Date”) at such time and location as the parties hereto shall
agree.

    


    1.3          Deliveries at the
Closing

    


    On the Closing Date in order to
effectuate the transfer of the Membership Interests:

    


    (a) The Seller shall deliver to IDEH an
assignment of the Heights 63 Membership Interests, free and clear of any claim,
lien, pledge, option, charge, easement, security interest, right-of-way,
encumbrance, restriction on sale or transfer, preemptive right or option or any
other right of any third party of any nature whatsoever
(“Encumbrance”).

    


    (b) IDEH shall deliver the
consideration of the Purchase Price as set forth in Section 1.4
below.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (c) IDEH, the Seller and Heights 63
shall each deliver all documents, certificates, agreements and instruments
required to be delivered pursuant to Articles IV and V; and

    


    (d)  All instruments and
documents executed and delivered to any party pursuant hereto shall be in a form
and substance, and shall be executed in a manner, reasonably satisfactory to the
receiving party.

    


    1.4          Purchase Price

    


    Subject to the terms and conditions of
this Agreement, the total purchase price for the Heights 63 Membership Interests
(the “Purchase Price”) shall be 8,700,000 newly issued
shares of IDEH Series A preferred stock (the “Series A
Preferred”).  The rights and privileges of the Series A Preferred
shall be as set forth in Schedule A hereto.

    


    1.5          Assistance in Consummation of the
Purchase and Sale of  Stock

    


    IDEH, the Seller and Heights 63 shall
provide all reasonable assistance to, and shall cooperate with, each other to
bring about the consummation of the purchase and sale of the Heights 63
Membership Interests and the other transactions contemplated herein as soon as
possible in accordance with the terms and conditions of this
Agreement.

    


    ARTICLE
II - REPRESENTATIONS AND WARRANTIES

    OF
SELLER AND HEIGHTS 63

    


    Seller and Heights 63 jointly and
severally represent and warrant to IDEH, as of the date of this Agreement and as
of the Closing, all as follows in this Article II:

    


    (a)           Seller
is the sole and registered owner of all of the issued and outstanding Heights 63
Membership Interests.  Seller has good title thereto, free and clears
of any lien or encumbrance.

    


    (b)           Seller
and Heights 63 each have the power and authority to enter into this Agreement
and to perform their respective obligations hereunder.  The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all
necessary  action, including the Member of Heights  The
execution and performance of this Agreement will not constitute a material
breach of any agreement, indenture, mortgage, license or other instrument or
document to which Seller or Heights 63 is a party or by which any of their
respective assets and properties are bound, and will not violate any judgment,
decree, order, writ, rule, statute, or regulation applicable to Seller or any of
their respective  properties.  The execution and performance
of this Agreement will not violate or conflict with any provision of the
Operating Agreements.

    


    (c)           Heights
63 does not have any outstanding or authorized capital stock, warrants, options
or convertible securities.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (d)           The Heights 63 financial
statements for the period from its inception through June 30, 2010 (the
“Heights Financial Statements”) are true and accurate, in accordance with the
books and records of Heights , and present fairly in all material respects the
financial position and results of operations of Heights  as of the
times and for the periods referred to therein, in each case in accordance with
generally accepted accounting principles under current United States accounting
rules and regulations, consistently applied (“GAAP”).  All of the
financial books and records of Heights have been made available to IDEH, and
such books and records completely and fairly record in all material respects
IDEH’s financial affairs, which would normally be recorded in financial books
and records. There are no material liabilities or obligations, either fixed or
contingent, not disclosed in the Heights  Financial Statements or
in any exhibit thereto or notes thereto other than liabilities, contracts or
obligations incurred in the ordinary course of business; and no such
liabilities, contracts or obligations in the ordinary course of
business constitute liens or other liabilities which materially alter the
financial condition of Heights 63 as reflected in the Heights 63 Financial
Statements. Heights 63  has good title to all assets shown on the
Heights 63 Financial Statements subject only to dispositions and other
transactions in the ordinary course of business, the disclosures set forth
therein and liens and encumbrances of record.

    


    (e)           Since
the date of the Heights Financial Statements, there have not been any material
adverse changes in the financial position of Heights   except
changes arising in the ordinary course of business, which changes will in no
event materially and adversely affect the financial position of
Heights.

    


    (f)           Heights
63 is not a party to any material pending litigation or, to their best
knowledge, any governmental investigation or proceeding, not reflected in the
Heights   Financial Statements, and to their best knowledge, no
material litigation, claims, assessments or any governmental proceedings are
threatened against Heights 63.

    


    (g)           Heights
63 is in good standing in their jurisdiction of formation, and are not required
to be qualified to do business in any other jurisdiction.

    


    (h)           Heights
63 has (or, by the Closing Date, will have) filed all material tax, governmental
and/or related forms and reports (or extensions thereof) due or required to be
filed and has (or will have) paid or made adequate provisions for all taxes or
assessments which have become due as of the Closing Date.

    


    (i)           Heights
63 has not materially breached any material agreement to which either of them is
a party. Heights 63 has previously given IDEH copies or access thereto of all
material contracts, commitments and/or agreements to which Heights 63 is a party
including all relationships or dealings with related parties or
affiliates.

    


    (j)           Heights
63 does not have any subsidiaries.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (k)           Heights
63 has made all material financial records, minute books, and other documents
and records available for review to present management of IDEH prior to the
Closing Date, during reasonable business hours and on reasonable
notice.

    


    (l)           The
execution of this Agreement does not materially violate or breach any material
agreement or contract to which Seller or Heights 63 is a party and has been duly
authorized by all appropriate and necessary action under other applicable law
and Seller and Heights 63, to the extent required, have obtained all necessary
approvals or consents required by any agreement to which Seller or Heights 63 is
a party.

    


    (m)           All
disclosure information provided by Seller and Heights 63 which is to be set
forth in disclosure documents of IDEH or otherwise delivered to IDEH by Seller
and Heights 63 for use in connection with the transaction described herein
is true, complete and accurate in all material respects.

     


    ARTICLE
III - REPRESENTATIONS AND WARRANTIES

    OF
IDEH

    


    Except as is otherwise described in the
applicable Schedules, IDEH represents and warrants to the Seller, as of the date
of this Agreement and as of the Closing, all as follows in this Article
III:

    


    (a)           As
of the Closing Date, the Preferred Stock, to be issued and delivered to the
seller hereunder will, when so issued and delivered, constitute, duly
authorized, validly and legally issued shares of IDEH common stock, fully-paid
and non-assessable.

    


    (b)           IDEH
has the corporate power and authority to enter into this Agreement and to
perform its respective obligations hereunder.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action, including
the board of directors of IDEH.  The execution and performance of this
Agreement will not constitute a material breach of any agreement, indenture,
mortgage, license or other instrument or document to which IDEH is a party or by
which its assets and properties are bound, and will not violate any judgment,
decree, order, writ, rule, statute, or regulation applicable to IDEH or its
properties.  The execution and performance of this Agreement will not
violate or conflict with any provision of the Certificate of Incorporation or
by-laws of IDEH.

    


    (c)           IDEH
has delivered to Seller a true and complete copy of IDEH’s Form 10-K the period
ending December 31, 2010 and Forms 10-Q for the three months ended March 31,
2010 and June 30, 2010 (the "IDEH Financial Statements").  The IDEH
Financial Statements are complete, accurate and fairly present the financial
condition of IDEH as of the dates thereof and the results of its operations for
the periods then ended.  There are no liabilities or obligations
either fixed or contingent not reflected therein.  The IDEH Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis (except as may be indicated therein or
in the notes thereto) and fairly present the financial position of IDEH as of
the dates thereof and the results of its operations and changes in financial
position for the periods then ended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           Since
January 1, 2010, there have not been any material adverse changes in the
financial condition of IDEH.

    


    (e)           IDEH
is not a party to or the subject of any pending litigation, claims, decrees,
orders, stipulations or governmental investigation or proceeding not reflected
in the IDEH Financial Statements or otherwise disclosed herein, and there are no
lawsuits, claims, assessments, investigations, or similar matters, against or
affecting IDEH, its management or its properties. IDEH has complied in all
material respects with decrees or
orders applicable to it.

    


    (f)        
   IDEH is duly organized, validly existing and in good standing
under the laws of the State of Nevada; has the corporate power to own its
property and to carry on its business as now being conducted and is duly
qualified to do business in any jurisdiction where so required except where the
failure to so qualify would have no material negative impact on it.

    


    (g)           IDEH
has filed all federal, state, county and local income, excise, property and
other tax, governmental and/or related returns, forms, or reports, which are due
or required to be filed by it prior to the date hereof, except where the failure
to do so would have no material adverse impact on IDEH, and has paid or made
adequate provision in the IDEH Financial Statements for the payment of all
taxes, fees, or assessments which have or may become due pursuant to such
returns or pursuant to any assessments received. IDEH is not delinquent or
obligated for any tax, penalty, interest, delinquency or charge.

    


    Each such tax return or report is
correct and complete in all material respects and fully discloses and does not
understate the income, taxes, expenses, deductions and credits for the period to
which it relates.  Up to and including the Closing Date, no claim has
been made against IDEH by any authority in a jurisdiction in which it does not
file a return that it is or may be subject to any taxes in that jurisdiction.
IDEH has not received notice of any actions, suits, proceedings, investigations
or claims pending or threatened against IDEH in respect of any taxes nor are any
matters relating to any taxes under discussion with any governmental
authority.

    


    (h)           There
are no existing options, calls, warrants, preemptive rights or commitments of
any character relating to the issued or unissued capital stock or other
securities of IDEH, except as contemplated in this Agreement and there exist no
liens or other securities interests in any assets of IDEH.

    


    (i)       
    The corporate financial records, minute books, and other
documents and records of IDEH have been made available to IDEH prior to the
Closing, shall be delivered to new management of IDEH at Closing and are correct
and accurate in all material respects and reflect all decisions made by the
Board of Directors and the shareholders of IDEH.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (j)       
    IDEH has not breached, nor is there any pending, or to
the knowledge of management, any threatened claim that IDEH has breached, any of
the terms or conditions of any agreements, contracts or commitments to which it
is a party or by which it or its assets are is bound.  The execution
and performance hereof will not violate any provisions of applicable law or any
agreement to which IDEH is subject. IDEH hereby represents that it has no
business operations or material assets and it is not a party to any material
contract or commitment other than appointment documents with its transfer agent,
and that it has disclosed to IDEH all relationships or dealings with related
parties or affiliates.

    


    (k)           IDEH common stock is currently approved for
quotation on the OTC Pink Sheets under the symbol "IDEH" and
there are no stop orders in effect or contemplated with respect thereto and no
facts exist which may give rise there. IDEH has filed all annual and quarterly
reports required
to be filed by IDEH pursuant to the Securities Act of 1934, as amended. IDEH has
not been informed, and has no reason to believe, that its common stock will be
delisted or suspended from the OTC by FINRA. IDEH has fully complied will all
applicable securities laws and
regulations and is not in default of any of its obligations
thereunder.

    


    (l)       
    All information regarding IDEH which has been provided
to Seller or otherwise disclosed in connection with the transactions
contemplated herein, is true, complete and accurate in all material respects.
IDEH has provided to Seller all material information regarding
IDEH.

    


    (m)           Immediately
prior to the Closing, the outstanding capitalization of IDEH shall consist of no
more than 3,570,000 shares of
common stock plus the 30,710,000 shares
of common stock to be redeemed pursuant to Section 4.2(c) below.

    


    (n)           The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby will not (a) constitute a violation (with
or without the giving of notice or lapse of time, or both) of any provision of
law or any judgment, decree, order, regulation or rule of any court or other
governmental authority applicable to IDEH, (b) require any consent, approval or
authorization of, or declaration, filing or registration with, any person,
except for compliance with applicable securities laws and the filing of all
documents necessary to consummate the transaction with any governmental entity,
(c) result in a default (with or without the giving of notice or lapse of time,
or both) under, acceleration or termination of, or the creation in any party of
the right to accelerate, terminate, modify or cancel, any agreement, lease, note
or other restriction, encumbrance, obligation or liability to which IDEH is
a party or by which either is bound or to which any of their assets are subject,
(d) result in the creation of any material lien or encumbrance upon the assets
of IDEH or the funds being delivered in connection herewith, or (e) conflict
with or result in a breach of or constitute a default under any provision of the
charter documents of IDEH.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (o)           IDEH
does not have any agreements of any nature to acquire, directly or indirectly,
any shares of capital stock, or other equity or ownership interest in, any
person, firm or corporation, or its assets.

    


    (p)           There
is no requirement to make any filing, give any notice to or obtain any license,
permit, certificate, regulation, authorization, consent or approval of, any
governmental or regulatory authorities as a condition to the lawful consummation
of the transactions contemplated by this Agreement except for the filings with
the U.S. Securities and Exchange Commission, and other notifications, consents
and approvals described in this Agreement.

    


    (q)           The attached Schedule III (q)
sets forth IDEH’s liabilities as of the
Closing Date; and

    


    (r)          
 All disclosure information provided by IDEH which was delivered to Heights
63 for use in connection with the transaction described herein is true, complete
and accurate in all material respects.

    


    ARTICLE
IV

    CONDITIONS
PRECEDENT

     


    4.1          Conditions Precedent to the
Obligations of Heights 63.

    


    All
obligations of Heights 63 under this Agreement are subject to the fulfillment,
prior to or as of the Closing and/or the Closing Date, as indicated below, of
each of the following conditions:

    


    (a)           The
representations and warranties by or on behalf of IDEH contained in this
Agreement or in any certificate or document delivered pursuant to the provisions
hereof shall be true in all material respects at and as of the Closing Date as
though such representations and warranties were made at and as of such
time.

    


    (b)           IDEH
shall have performed and complied with all covenants, agreements, and conditions
set forth in, and shall have executed and delivered all documents required by
this Agreement to be performed or complied with or executed and delivered by it
prior to or at the Closing.

    


    (c)           On or before the Closing
Date, IDEH shall have delivered to Heights 63 certified copies of
resolutions of the board of directors of IDEH approving and authorizing the
execution, delivery and performance of this Agreement and authorizing all of the
necessary and proper action to enable IDEH to comply with the terms of
this Agreement including the
election of Heights 63 s nominee to the Board of Directors of IDEH and all
matters outlined herein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (d)           As of the Closing, Bernard J.
Tanenbaum III and Michael T. Williams shall have resigned in writing from all
positions as directors and officers of IDEH
upon the election and appointment of the Heights 63’s
nominees.

    


    (e)           At
the Closing, all instruments and documents delivered to Seller and pursuant to
the provisions hereof shall be reasonably satisfactory to legal counsel for
Seller.

    


    (f)           The shares of restricted
Series A Preferred Stock to be issued to the Seller will be duly authorized,
validly issued, nonassessable and fully-paid under Nevada corporation law and
will be issued in compliance with all federal, state and applicable corporation and
securities laws.

    


    (g)           IDEH shall have delivered a
legal opinion in substantially the form attached hereto as Exhibit
4.1(g).

    


    4.2          Conditions Precedent to the
Obligations of IDEH.

    


    All
obligations of IDEH under this Agreement are subject to the fulfillment, prior
to or at the Closing, of each of the following conditions:

    


    (a)           The
representations and warranties by Heights 63 and the Seller contained in this
Agreement or in any certificate or document delivered pursuant to the provisions
hereof shall be true in all material respects at and as of the Closing as though
such representations and warranties were made at and as of such
time.

    


    (b)           Seller
shall have performed and complied with, in all material respects, all covenants,
agreements, and conditions required by this Agreement to be performed or
complied with prior to or at the Closing.

    


    (c)           IDEH
and Bernard J. Tanenbaum, Michael T. Williams, and JTMW Partners shall enter
into a Redemption Agreement pursuant to which IDEH shall redeem 30,710,000 shares of
IDEH common stock for a total redemption price of up to $510,000, $60,000 of
which is to be paid at the Closing by wire transfer, and $450,000 of which is to
be paid in the form of a 45-day secured promissory note.  The
Redemption Agreement and the promissory note shall be in the form set forth in
Schedule “B” hereto.

    


    4.3          Nature and Survival of
Representations.

    


    All
representations, warranties and covenants made by any party in this Agreement
shall survive the Closing and the consummation of the transactions contemplated
hereby for one year from the Closing.  All of the parties hereto are
executing and carrying out the provisions of this Agreement in reliance solely
on the representations, warranties and covenants and agreements contained in
this Agreement and not upon any investigation upon which it might have made or
any representation, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically set
forth herein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
V

    DOCUMENTS
DELIVERED AT CLOSING

    


    5.1          Documents at
Closing.

    


    At the
Closing, the following documents shall be delivered:

    


    (a)
Heights 63 will deliver, or will cause to be delivered, to IDEH the
following:

    


    (i)  a certificate executed
by the members of Heights 63 to the effect that all representations and
warranties made by Heights 63 under this Agreement are true and correct as of
the Closing, the same as though originally given to IDEH on said
date;

    


    (ii)  a certificate from the
jurisdiction of incorporation of Heights 63 dated at or about the Closing to the
effect that Heights 63 is in good standing under the laws of said
jurisdiction;

    


    (iii)  such other
instruments, documents and certificates, if any, as are required to be delivered
pursuant to the provisions of this Agreement;

    


    (iv)  certified copies of
resolutions adopted by the directors of Heights 63 authorizing this transaction;
and

    


    (v)  all other items, the
delivery of which is a condition precedent to the obligations of Heights 63 as
set forth herein.

    


    (vi)          Seller
shall have delivered a legal opinion in substantially the form attached hereto
as Exhibit 5.1(a)(vi).

    


    (b) IDEH
will deliver or cause to be delivered to Seller:

    


    (i)  stock certificates
representing the Consideration Shares to be issued as the Purchase
Price;

    


    (ii)  a certificate of the
President of IDEH, to the effect that all representations and warranties of IDEH
made under this Agreement are true and correct as of the Closing, the same as
though originally given to Seller on said date;

    


    (iii)  certified
copies of resolutions adopted by IDEH’s board of directors authorizing the
transaction contemplated hereunder and all related matters described
herein;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (iv)  certificate from the
jurisdiction of incorporation of IDEH dated at or about the Closing Date that
IDEH is in good standing under the laws of said state;

    


    (v)  such other instruments
and documents as are required to be delivered pursuant to the provisions of this
Agreement;

    


    (vi)  resignations  of
Bernard J. Tanenbaum III and Michael T. Williams as officers and directors of
IDEH and appointment of new officers and directors as directed by Seller;
and

    


    (vii)  all
corporate and financial records of IDEH shall be delivered to Seller.

    


    (viii)   IDEH shall have delivered a
legal opinion in substantially the form attached hereto as Exhibit
5.1B)(viii).

     

    ARTICLE
VI

    INDEMNIFICATION

    


    6.1          Indemnification.

    


    For a
period of one year from the Closing, IDEH agrees to indemnify and hold harmless
Heights 63 and the Seller, and Heights 63 and Seller agree to indemnify and hold
harmless IDEH and IDEH’s pre-Closing stockholders, at all times after the date
of this Agreement against and in respect of any liability, damage or deficiency,
all actions, suits, proceedings, demands, assessments, judgments, costs and
expenses including attorney's fees incident to any of the foregoing, resulting
from any material misrepresentations made by an indemnifying party to an
indemnified party, an indemnifying party's breach of covenant or warranty or an
indemnifying party's nonfulfillment of any agreement hereunder, or from any
material misrepresentation in or omission from any certificate furnished or to
be furnished hereunder.

    


    ARTICLE
VII

    COVENANTS

    


    7.1          Tax Free
Reorganization.

    


    It is
intended by the parties that the Reorganization will constitute a reorganization
within the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended, and the parties agree that if modification of the terms of this
Agreement in a non-material manner to attain such qualification is necessary,
they will negotiate in good faith to make such required
modifications.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.2          Finders Fee.

    


    In the event that any broker or finder
is entitled to be paid a fee in connection with the transactions contemplated by
this Agreement, any such fee shall be paid after the Closing and shall not be
deemed to be a liability of the IDEH prior to the Closing

    


    ARTICLE
VIII

    MISCELLANEOUS

    


    8.1          Specific
Performance.

    


    Each of the parties hereto acknowledges
and agrees that the other parties would be damaged irreparably in the event any
of the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached. Accordingly, each of the parties
agrees that the other parties shall be entitled, without the necessity of
pleading or proving irreparable harm or lack of an adequate remedy at law, to an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and
provisions hereof. Any such claim for specific performance or other equitable
relief shall be brought and determined in the appropriate federal or state court
in the State of New York located in New York City and in no other forum. The
Parties hereby irrevocably submit to the jurisdiction of any such New York state
court or federal court in connection with such claim for a specific performance
or other equitable relief.

    


    8.2          Miscellaneous.

    


    (a)  Public Announcement.  Until
the Closing, IDEH shall not make or issue, or cause to be made or issued, any
announcement or written statement concerning this Agreement or the transactions
contemplated hereby for dissemination to the general public without the prior
consent of Heights 63 except, as determined by IDEH, to be required by
law.

    


    (b)  Further
Assurances.  At any time, and from time to time, after the
Closing Date, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.

    


    (c)  Waiver.  Any
failure on the part of any party hereto to comply with any of its obligations,
agreements or conditions hereunder may be waived in writing by the party to whom
such compliance is owed.

    


    (d)  Amendment.  This
Agreement may be amended only in writing as agreed to by all parties
hereto.

    


    (e)  Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed to have been given if delivered in person,  sent by prepaid
first class registered or certified mail, return receipt requested, prepaid
overnight courier for next business day delivery, or by email or facsimile with
positive confirmation of delivery, to the following addresses:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    To IDEH (Post Closing):

    


    International Development and
Environmental Holdings, Inc.

    


    
      
        
          
            
              
                	
                        To
      Heights 63:

                      
	 
      
	
                        Scott
      Lieberman

                      
	
                        c/o
      2009 Venture Group, LLC

                      
	
                        4162
      Broadway

                      
	
                        New
      York, NY 10033

                      
	
                        Tel:

                      	 
      
	
                        Fax:

                      	 
      
	
                        Email:
      scottyhd@aol.com

                      
	 
      
	
                        To
      Seller:

                      
	 
      
	
                        Scott
      Lieberman

                      
	
                        c/o
      2009 Venture Group, LLC

                      
	
                        4162
      Broadway

                      
	
                        New
      York, NY 10033

                      
	
                        Tel:

                      	 
      
	
                        Fax:

                      	 
      
	
                        Email: mailto:scottyhd@aol.com

                      
	 
      
	
                        With
      copy to:

                      
	 
      
	
                        Paul
      Goodman, Esq.

                      
	
                        Cyruli
      Shanks Hart & Zizmor, LLP

                      
	
                        Lexington
      Avenue, Suite 2320

                      
	
                        New
      York, NY 10170

                      
	
                        Tel:
      212 661-6800

                      
	
                        Fax:
      212 661-5350

                      
	
                        Email:
      pgoodman@cszlaw.com

                      
	 
      
	
                        To
      JTMW Partners:

                      
	 
      
	
                        Bernard
      J. Tanenbaum III

                      
	
                        333
      Sandy Springs Circle, Suite 230

                      
	
                        Atlanta,
      GA 30328

                      
	
                        Tel:
      770 394-1234

                      
	
                        Fax:
      404
257-9125

                      


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Email:  jtanenbaum@primuscap.com

                
	 
      
	
                  and

                
	 
      
	
                  Michael T.
      Williams

                
	
                  Williams Law
      Group

                
	
                  2503
      W. Gardner Ct.

                
	
                  Tampa,
      FL 33611

                
	
                  Tel:
      813 831-9348

                
	
                  Fax:
      813 832-5284

                
	
                  Email:
      wmslaw@tampabay.rr.com

                
	 
      
	
                  With
      copy to:

                
	 
      
	
                  David
      A. Rapaport, Esq.

                
	
                  Law
      Offices of David A. Rapaport

                
	
                  435
      Watergate Way

                
	
                  Roswell,
      GA 30076

                
	
                  Tel:  770
      587-1144

                
	
                  Fax:
      866 835-9632

                
	
                  Email:
      mailto:rapaportlaw@gmail.com

                


        

      

    

     

    (f)  Headings.  The
section and subsection headings in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Agreement.

    


    (g)  Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

    


    (h)  Governing
Law.  This Agreement shall be construed and enforced in
accordance with the laws of the State of New York.

    


    (i)  Binding
Effect.  This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.

    


    (j)  Entire
Agreement.  This Agreement and the attached Exhibits constitute
the entire agreement of the parties covering everything agreed upon or
understood in the transaction.  There are no oral promises,
conditions, representations, understandings, interpretations or terms of any
kind as conditions or inducements to the execution hereof.

    


    (k)  Severability.  If
any part of this Agreement is deemed to be unenforceable the balance of the
Agreement shall remain in full force and effect.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement the day and year first
above written.


    


    
      
        
          
            
              	 
      	
                      International
      Development and

                    
	 
      	
                      Environmental
      Holdings, Inc.

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Title:
      Bernard J. Tanenbaum III, CEO

                    
	 
      	 
      
	 
      	
                      Heights
      63 Management, LLC

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Title:
      Scott Lieberman, Managing Member

                    
	 
      	 
      
	 
      	
                      Seller:

                    
	 
      	 
      
	 
      	
                       

                    
	 
      	
                      Scott
      Lieberman