March 24,
2009

    


    


     

    Research
Services Agreement

     

    between

     

    Cohen
Independent Research Group

     

    And

    


    Pax
Clean Energy PXCE

    


     

    This
Agreement is entered into as of the date on the signature page hereof between
Cohen Independent Research Group, (“CIRG”) and PAX CLEAN ENERGY PXCE for the
provision of consulting services by Cohen Independent Research
Group.  In consideration for services rendered by CIRG to PAX CLEAN
ENERGY PXCE parties agree to the following terms and conditions.

     

    Term

     

    This
Agreement shall expire on its own terms twelve (12) months following the date of
execution of this Agreement. The term of this Agreement may only be extended in
writing, signed by PAX CLEAN ENERGY PXCE and CIRG,   PAX CLEAN
ENERGY PXCE has the right to terminate this agreement at any time after the
initial research report has been written, distributed and funded as required by
this letter agreement.

     

    Scope
of Services

     

    The scope
and extent of any research services provided by CIRG, pursuant to this Agreement
shall include Wall Street analyst  research coverage for the agreed
upon term.

     

    CIRG’s
research services under this Agreement shall be limited to advice and
consultation on various types of research issues, including its initiate
coverage report and a 16 – 18 million email marketing awareness campaign upon
issuance of the report.  PXCE anticipates expanding the initial report
for year long coverage.

     

    Fees
and Expenses

     

    PAX CLEAN
ENERGY PXCE agrees to pay CIRG the following rate in consideration for CIRG’s
services hereunder.  Payment will be made as follows:

    


    
      	
               
      

            	
              1.

            	
              Within
      2 days after the signing of this agreement:  $2,000 wired into
      the following account or mailed via money order
  to:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              Wires
      to D. Paul Cohen:

            
	
              Account
      Number:   6162700568

            
	
              D.
      Paul Cohen/Cohen Independent Research Group

            
	
              wfbius6S

            
	
              (ABA
      Routing Number  121000248 for US wires)

            
	
              Wells
      Fargo Bank - San Francisco Office:

            
	
              420
      Montgomery Street

            
	
              San
      Francisco, Calif.
94104  USA

            


    

     

           2.  Within
15 days of the signing after this agreement, $8,000 wired or sent via mail by
money order.

    


    PAX CLEAN
ENERGY PXCE shall also reimburse Cohen Independent Research Group, for any
reasonable travel expenses that have been pre-approved by PAX CLEAN ENERGY PXCE
including travel expenses of CIRG’s analyst covering PAX CLEAN ENERGY PXCE. Such
reimbursement shall be made in accordance with PAX CLEAN ENERGY PXCE’s corporate
travel expense policy.

     

    This
agreement is effective immediately upon execution.  Failure by PAX CLEAN
ENERGY PXCE to pay Cohen Independent Research Group within 15 days of
execution does not relieve PAX CLEAN ENERGY PXCE of its obligations under
this agreement.  However, CIRG may at its sole discretion extend the
deadline for payment of the above, to be noticed to PAX CLEAN ENERGY PXCE in
written form.

     

    Duties
for Client Company

    


    
      	
               
      

            	
              1.

            	
              PAX
      CLEAN ENERGY PXCE will edit the textual content of the final draft of the
      initiate coverage report in Microsoft Word Track Changes, and return the
      edited version no later than 20 days after receipt of the first rough
      draft.  Any editing after the ‘first edit’, or a second edit,
      will be billed at $125.00 per hour, for all time spent and work performed,
      metered by the analyst, until PAX CLEAN ENERGY PXCE approves the final
      version of the initiate coverage
report.

            


    

    
      	
               
      

            	
              2.

            	
              PAX
      CLEAN ENERGY PXCE will sign off on the final version of the draft(s),
      giving written permission to the Cohen Independent Research to publish and
      distribute the initiate coverage
report.

            


    

    
      	
               
      

            	
              3.

            	
              Within
      15 days PAX CLEAN ENERGY PXCE will be responsible for completing CIRG’s
      Input Data Sheet delivered from CIRG to PAX CLEAN ENERGY
      PXCE  Completion of the CIRG Input Data Sheet will include exact
      historical quarterly and annual aggregated line items from the Income
      Statement, Balance Sheet and Cash Flow Statements in US
      dollars.

            


    

    
      	
               
      

            	
              4.

            	
              PAX
      CLEAN ENERGY PXCE will only send certain public text available information
      requested by CIRG, to assist CIRG in its initiate coverage research
      report.  CIRG will not accept any non public textual information
      from PAX CLEAN ENERGY PXCE.

            


    

    
      	
               
      

            	
              5.

            	
              Within
      10 days, PAX CLEAN ENERGY PXCE will send to CIRG requested public
      information materials from CIRG’s 17 point request.  Parties
      agree that all 17 points may not be available, but that PAX CLEAN ENERGY
      PXCE will send as much material as it has regarding CIRG’s 17 point
      request..

            


    

    
      	
               
      

            	
              6.

            	
              Failure
      to pay fees in full on the agreed upon times and dates will terminate
      research coverage.  Coverage may be renewed at CIRG’s sole
      discretion upon payment in full.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Relationship
of the Parties

     

    PAX CLEAN
ENERGY PXCE and Cohen Independent Research Group,  mutually understand
and agree that Cohen Independent Research Group,  will be acting as an
independent contractor at all times in performing duties
hereunder.  Nothing in this Agreement shall be deemed to constitute
Cohen Independent Research Group, as a joint venture, partner, PAX CLEAN ENERGY
PXCE or anything other than an independent contractor. Cohen Independent
Research Group, shall not have the right to bind PAX CLEAN ENERGY PXCE or make
any promises for representations on behalf of PAX CLEAN ENERGY
PXCE  As an independent contractor, Cohen Independent Research Group
shall assume full responsibility for payment of all federal and state income
taxes and self-employment taxes resulting from compensation derived by Cohen
Independent Research Group, for services rendered hereunder.  PAX
CLEAN ENERGY PXCE shall not be responsible in any manner for any of the
foregoing or any other amounts required to be withheld or paid by PAX CLEAN
ENERGY PXCE with respect to its policy under any applicable laws or
regulations.

     

    Benefits

     

    PAX CLEAN
ENERGY PXCE and Cohen Independent Research Group, agree and acknowledge that
under this Agreement Cohen Independent Research Group, shall not be entitled to
receive any benefits from PAX CLEAN ENERGY PXCE, including but not limited to,
medical insurance, medical expense reimbursements, vacation, sick leave or
worker's compensation benefits.

     

    Notices

     

    All
notices provided for by this Agreement shall be made in writing either by (i)
actual delivery of the notice into the hands of the party entitled thereto, or
(ii) by the mailing of the notice in the U.S. mail to the last known address of
the party entitled thereto, registered or certified mail return receipt
requested.  The notice shall be deemed to be delivered in case (i) on
the date of its actual receipt by the party entitled thereto, and in case (ii)
on the date of its mailing.

    


    Assignment

     

    CIRG may
not assign the rights hereunder without the prior written consent of PAX CLEAN
ENERGY PXCE  This Agreement shall be binding upon and inure to the
benefit of PAX CLEAN ENERGY PXCE and its successors, assigns and legal
representatives.  The successors and assigns of PAX CLEAN ENERGY PXCE
shall agree in writing to assume all obligations and benefits of this
Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Governing
Law

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
State of California, without reference to its conflict of law
rules.  Each of the parties irrevocably submit to the jurisdiction of
the Marin County Court in the State of California, or the United States District
Court for Northern California in the State of California for the purpose of any
suit, action, or other proceeding arising out of or relating to this Agreement,
which is brought by or against any such party.  To the extent that
such party has acquired, or hereafter acquires, any immunity from jurisdiction
of any such court or from any legal process therein, such party hereby waives,
to the fullest extent permitted by law, such immunity.  Each of the
parties hereby waives, and agrees not to assert in any such suit, action, or
proceeding, in each case, to the fullest extent permitted by applicable law, any
claim that (a) such party is not personally subject to the jurisdiction of any
such court; (b) such party is immune from any legal process (whether through
service, notice, attachment prior to judgment, attachment in aid of execution,
execution, or otherwise) with respect to its property; or (c) any such suit,
action, or proceeding is brought in an inconvenient forum.

    


    Severability

     

    All
agreements and covenants contained herein are severable, and in the event that
any of them shall be held to be invalid by any competent court, the Agreement
shall be interpreted as though such invalid agreements were not contained
herein.

    


    Attorney’s Fees

    


    In any legal proceeding brought to
enforce the provisions of this Agreement, the prevailing party shall be entitled
to an award of attorney’s fees and costs.

     

    Modification

    


    No provision of this Agreement may be
modified and no waiver hereunder may be granted except by a written instrument
executed by authorized representatives of each Party hereto.

    


    Full Force and
Effect

    


    In the event that a court of competent
jurisdiction rules that any portion of this Agreement is invalid, void or
unenforceable, such provision is deemed severed and removed from this Agreement
and the remainder of the Agreement shall remain in full force and
effect.

    


    Counterparts

    


    This agreement may be executed in
counterpart by the parties hereto.  Each counterpart shall be, and
shall be deemed to be, an original instrument, but all such counterparts taken
together shall constitute one and the same Agreement.  The Agreement
may be executed by way of facsimiles signature, and a counterpart of this
Agreement bearing facsimile signatures of either or both parties shall be given
full force and effect for evidentiary and all other purposes as if the same had
been manually executed.

     

    Termination

     

    Unless
extended in writing, this Agreement will automatically terminate in one year
from the date hereof.

     

    This
contract is entered into and performed in Marin County,
California.  In witness whereof, the Parties by their duly authorized
officers or representatives have executed this Agreement on the date first above
written, whereby this agreement becomes a binding Agreement between and among
Parties.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	 Cohen
      Independent Research Group      	 PAX CLEAN
      ENERGY PXCE
	 	 
	 Print
      Name:  D. Paul Cohen     	 Print
      Name:  P.L. Hammond
	 	 
	 

	 By: /s/ P.L.
      Hammond
	 	 
	 Its:  President	 Its:
      President
	 	 
	 Date Signed:
      3/24/2009   	 Date Signed:
      24 March 2009
	 	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Disclaimer:

     

    This
report/release is for informational purposes only.  All information
contained herein is based on public information.  Ethical Standards:
 Cohen Independent Research Group
complies with securities laws. regulations and ethical standards as related to
our compliance requirements. Certain securities regulations are cited and
disclaimed in our Disclaimer. Ethical standards as related to our firm are the
foundation of those securities laws and regulations we follow.  Our
firm is not a member of any association for other research
providers.  Our firm's policy is to comply with any new securities
laws and regulations that might be promulgated in the
future.  Cohen Independent Research Group (CIRG) is a
registered investment advisor that distributes contracted third party
independent research purchased from outside third party contracted securities
analysts.  CIRG’s contracted analysts issue certain securities
recommendations for fundamental research reports defined as:  Buy,
Hold/Neutral, No Recommendation, or Sell recommendations. CIRG purchases certain
financial data derived from SEC filings and data compiled by other
vendors.  CIRG and its data vendors do not warranty that such SEC
filing data and other compiled data is accurate.  CIRG advises
recipients of all such data to be validated from the issuing Company including
all statistical information derived from SEC filings contained
herein.  Neither CIRG nor any data vendor shall be held liable for any
misinformation contained in any SEC filing data or compiled data from various
data feeds.  Guests of CIRG’s website, readers of CIRG’s distributed
research, and other interested parties assume full responsibility for the
accuracy of all SEC filing data and compiled data from other sources, and are
urged to confirm that data with the specific issuing Company.  Under
no circumstances is this report/release to be used or considered as an offer to
sell or a solicitation of any offer to buy any security or other debt
instruments, or any options, futures or other derivatives related to such
securities herein.  CIRG and its affiliates may trade for its own
account, and own related securities of the issuer.  CIRG’s policy is
not to trade securities within a reasonable time before or after research
reports are distributed.  CIRG or its affiliates, directors, officers
and employees, may have a long or short position in securities of the issuer or
related investments, and may effect securities transactions with CIRG
clients.  Investors interested in purchasing securities are urged to
read the Prospectus, 10K, 10Q other relevant public documents in full, and to
conduct their own research and due diligence. CIRG encourages its readers to
invest carefully and read the investor information available on the web sites of
the Securities and Exchange Commission ("SEC") at www.sec.gov
and/or the National Association of Securities Dealers ("NASD") at www.nasd.com.
The reader should verify all claims and do his/her own due diligence before
investing in any securities mentioned.  Investing in securities is
speculative and carries a high degree of risk. Investors are encouraged to
consult with their financial advisors, brokers, accountants, or attorneys and/or
conduct their own due diligence prior to making an investment in any of our
featured companies.   CIRG’s outside contracted analysts reserve
the right to change their opinion at any point in time as they deem necessary.
There is no guarantee that the target price for the stock will be met or that
predicted business results for the Company will be met.  Contracted
analysts engaged by CIRG are responsible for the preparation and substance of
CIRG’s research reports.  Analysts are responsible only to the public
and are paid by CIRG in cash.  CIRG does not supervise any outside
contracted analyst and does not guarantee this report to be error-free or
factually accurate.  CIRG is not defined as a financial
analyst.  Conclusions prepared by outside contracted analysts are
deemed to be reasonable at the time of issuance of the report.  All
decisions are made solely by the outside contracted analyst and are independent
of outside parties or influence.  Neither the analyst’s compensation
nor the compensation received by CIRG is in any way related to the specific
recommendations or views contained in this research report/release or note, nor
is it related to price performance or volume of shares traded in the referenced
security.  CIRG or its affiliates may from time to time perform
consulting or other services for, or solicit consulting or other business from
any entity mentioned in this report/release. This research report/release has
been prepared for general circulation and is circulated for general information
only. It does not have regard to the specific investment objective, financial
situation, suitability, and the particular need of any specific person who may
receive this report/release. Investors should seek financial advice regarding
the appropriateness of investing in any securities or investment strategies
discussed or recommended in this report/release and should understand that
statements regarding future prospects may not be realized. Investors should note
that income from such securities, if any, may fluctuate and that each security's
price or value may rise or fall substantially. Accordingly, investors may
receive back less than originally invested.  Past performance is not
indicative of future performance.  CIRG has not entered into a soft
dollar agreement with the referred to Company.  CIRG does not
currently have an investment banking relationship with the Company, or a
finder’s fee agreement with the Company.  The Private Securities
Litigation Reform Act of 1995 provides investors a ‘safe harbor’ in regard to
forward-looking statements.  CIRG cautions all investors that such
forward-looking statements in this report are not guarantees of future
performance.  Unknown risk, including bankruptcy, uncertainties, as
well as other uncontrollable or unknown factors may cause actual results to
materially differ from the results, performance or expectations expressed or
implied by such forward-looking statements.  Smaller companies have a
higher likelihood of filing for bankruptcy.  Investors are urged to do
their own research regarding the dangers of a potential bankruptcy
filing.  CIRG urges all potential investors to perform comprehensive
due-diligence prior to making any investment.  When used, the words
"anticipate," "believe," "estimate," "expect," and similar expressions as they
relate to the Company or its management are intended to identify such
forward-looking statements. The Company's actual results, performance or
achievements could differ materially from the results expressed in, or implied
by, these forward looking statements. Further management discussion of risks and
uncertainties can be found in the Company's quarterly filing with the Securities
Exchange Commission and other periodic SEC filings.  CIRG and its data
vendors do not assume any responsibility or liability for any investor decision
made as a result of reading this report/release or accessing financial data from
CIRG’s various data vendors.   CIRG and the issuing Company do
not assume any responsibility or liability for any investor decision made as a
result of reading this report/release.  Readers hereby acknowledge
that any reliance upon any Materials shall be at the reader’s sole risk. CIRG
reserves the right, in its sole discretion and without any obligation, to make
improvements to, or correct any error or omissions in any portion of the Service
or the Materials.   The service and the materials are provided by
CIRG on an ‘as is’ basis.  CIRG expressly disclaims any and all
warranties, express or implied, including without limitation warranties or
merchantability and fitness for a particular purpose, with respect to the
service or any materials and products.  In no event shall CIRG be
liable for any direct, indirect, incidental, punitive, or consequential damages
of any kind whatsoever with respect to the service, the materials and the
products.  This report/release has been prepared in accordance with
the Securities and Exchange Commission's rules and amendments, Oct 23, 2000,
regarding 17 CFR Parts, 240, 243 and 249, (Selective Disclosure and Insider
Trading), Regulation FD (Fair Disclosure), 10b5-1, 10b5-2, and NASD Rules 2250,
2420, 2710 and 2711.    CIRG is sometimes paid in stock,
warrants, options or other securities in lieu of or in addition to CIRG’s stated
compensation schedule.   This document shall not be copied nor
reproduced in any form without the expressed written and authorized consent of
CIRG. Copyright: CIRG and D. Paul Cohen