Exhibit 10.6


    
      EXHIBIT
        10.6

    

     

     

    
 

    MALIBU
      MINERALS, INC.

    


    PLACEMENT
      AGENT AGREEMENT

    


    


    International
      Capital Partners SA

    Rue
      de
      Rhone 59 

    1204
      Geneva, Switzerland

    


    February
      8, 2007

    


    Ladies
      and Gentlemen:

    


    This
      Placement Agent Agreement (the “Agreement”)
      confirms the retention by Malibu Minerals, Inc., a Nevada corporation (“MMI” or
      the “Company”), of International Capital Partners SA (“ICP”
or
      the
“Placement Agent”;
      the
      Company and ICP shall be collectively referred to as the “Parties”),
      to
      act as the sales agent, on a best efforts basis, in connection with the
      Placement (as defined below) for MMI, on the terms set forth below.


     

    MMI
      proposes to offer and sell in a Private Placement Offering (the “PPO”
or
      the
“Placement”)
      shares
      of common stock of MMI, $0.001 par value per share (the “Common
      Stock”
or
      the
“Shares”),
      having an aggregate purchase price (“Purchase
      Price”)
      of up
      to $15,000,000.
      The PPO
      offering will be made on a “best efforts, $13,500,000 minimum (the “Minimum
      Offering Amount), $15,000,000 maximum” basis (the “Maximum Offering Amount). The
      Shares will be offered and sold in accordance with Regulation S of the
      Securities Act of 1933, as amended (the “1933 Act”), and Rule 903(b)(3)
      promulgated thereunder, although the Company reserves the right to expand the
      Placement, at some future time, to include offers and sales to US Persons that
      comply with Section 4(2) and/or Regulation D under the 1933 Act. ICP will act
      as
      Placement Agent for the Shares.

    


    The
      Purchase Price per Share shall be $0.90.

    


    The
      Private Placement Memorandum to be used in connection with the PPO (the
“Memorandum”),
      as it
      may be amended or supplemented from time to time, and the forms of the
      Subscription Agreement (the “Subscription
      Agreement”),
      investors registration rights agreement (the “Registration
      Rights Agreement”),
      and
      Confidential Prospective Purchaser Questionnaire (the “Questionnaire”)
      to be
      entered into by and between the Company and each subscriber for the Placement
      (the “Subscribers”)
      and
      the exhibits which are part of the Memorandum, Subscription Agreement,
      Questionnaire and Registration Rights Agreement are collectively referred to
      herein as the “Offering
      Documents.”
The
      Offering Documents, together with (i) this Agreement, (ii) the Escrow Agreement
      (as defined in Section (c)(iv)(vi)(B)(viii)
      hereof),
      and (iii) any exhibits, schedules, supplements and appendices which are part
      of
      the Offering Documents or this Agreement are collectively referred to herein
      as
      the “Transaction
      Documents.”
      


    
      
        
        

      

      
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    The
      Company will deliver to ICP a reasonable number of copies of the Transaction
      Documents in form and substance satisfactory to ICP and its
      counsel.

    


    Each
      Subscriber will be required to deliver, among other things, executed copies
      of
      the Subscription Agreement, the Registration Rights Agreement and the
      Questionnaire which shall include, among other things, representations by the
      Subscriber to the Company and the Placement Agent, that such Subscriber has
      received and reviewed the Company’s SEC filings and the Acquisition Agreement
      dated December 29, 2006 (the “Acquisition Agreement”) entered into by and among
      the Company, Flex Fuels Energy Limited, the shareholders of Flex Fuels Energy
      Limited (“Flex Fuels”) and the individual signatories thereto annexed as Exhibit
      10.1 to the Current Report filed by the Company with the SEC on Form 8-K on
      January 5, 2007 (the “Acquisition”). The Company shall provide to each
      Subscriber a copy of the Acquisition Agreement in order to disclose the material
      terms of the Company’s intended acquisition of the remaining 85% of the entire
      authorized share capital of Flex Fuels. The Subscription Agreement and the
      Questionnaire shall include, among other things, representations by the
      Subscriber to the Company and the Placement Agent, of such Subscriber’s ability
      to participate in the Placement as is reasonably deemed necessary by counsel
      to
      the Company and the Placement Agent, including but not limited to,
      representations by each Subscriber that such Subscriber is not deemed to be
      “U.S. Person” (as such term is defined in the Securities Act) pursuant to
      Regulation S and that such person is an “accredited investor” under Regulation D
      promulgated under the 1933 Act. The Subscription Agreement shall include, among
      other things, a representation that the Subscriber will not offer or sell the
      Shares for a period of twelve months from closing and that thereafter the
      Subscriber will not offer or sell the Shares except pursuant to an effective
      Registration Statement, in compliance with Regulation S, or in compliance with
      another exemption from registration under the 1933 Act. 

    


    1. Appointment
      of Placement Agent.

    


    ICP
      is
      hereby appointed as exclusive placement agent of the Company (subject to ICP’s
      right to have foreign dealers (“Selected
      Dealers”)
      participate in the Placement) during the “PPO Period” (defined below) for the
      purposes of assisting the Company in finding qualified Subscribers. The offering
      period for the PPO (the “PPO
      Period”)
      shall
      commence on the day the Offering Documents are first made available to the
      Placement Agent by the Company for delivery in connection with the PPO, which
      is
      expected to be on or about February 8, 2007 (the “Delivery
      Date”
or
      the
“Commencement Date”) and shall continue until the earlier to occur of: (i) the
      sale of all of the Shares, or (ii) the close of business on April 4, 2007,
      or
      (iii) the close of business on May 29, 2007 if mutually agreed to by the Parties
      in writing. The day that the PPO Period expires is hereinafter referred to
      as
      the “PPO
      Termination Date.
      The PPO
      Termination Date may be extended for up to an additional 30 days by mutual
      agreement of ICP and the Company. 

    


    (a) Subject
      to the performance by the Company of all of its obligations to be performed
      under this Agreement and to the completeness and accuracy of all representations
      and warranties of the Company contained in this Agreement, the Placement Agent
      hereby accepts such agency and agrees to use its best efforts to assist the
      Company in finding qualified Subscribers. It is understood that the Placement
      Agent has no commitment to sell the Shares. 


    
      
        
        

      

      
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    ICP’s
      agency hereunder is not terminable by the Company except upon termination of
      the
      PPO Offering Period.

    


    (b) Subscriptions
      for Shares shall be evidenced by the execution by Subscribers of a Subscription
      Agreement, Registration Rights Agreement and Questionnaire. No Subscription
      Agreement shall be effective unless and until it is accepted and countersigned
      by the Company. The Placement Agent or the Company shall not have any obligation
      to independently verify the accuracy or completeness of any information
      contained in any Subscription Agreement or the authenticity, sufficiency, or
      validity of any check delivered by any prospective Subscriber in payment for
      Shares.

    


    (c) The
      Placement Agent and/or its affiliates may be Subscribers in the Placement;
      provided that said Placement Agent and/or its affiliates satisfy all of the
      conditions and provide appropriate representations set forth in the Transaction
      Documents. 

    


    2. Representations
      and Warranties of the Company.
      Except
      as
      set forth in the Transaction Documents or in a Disclosure Schedule attached
      hereto, the Company represents and warrants to the Placement Agent and each
      Selected Dealer, if any, as follows:

    


    (a) Securities
      Law Compliance. The offer, offer for sale, and sale of the Shares have not
      been
      registered with the United States Securities and Exchange Commission (the
“SEC”). The Shares are to be offered, offered for sale and sold in reliance upon
      the exemptions from the registration requirements of Section 5 of the 1933
      Act.
      Except as the Placement may be expanded in the future to include offers and
      sales to US Persons made in compliance with Section 4(2) and/or Regulation
      D
      under the 1933 Act, the Company and the Placement Agent will conduct the
      Placement in compliance with the requirements of Regulation S under the 1933
      Act
      and Rule 903(b)(3) thereof. The Company will prepare the Offering Documents.
      None of the representations or warranties of the Company contained in this
      Agreement or any information appearing in any of the Transaction Documents
      contains, or on or prior to Closing will contain, any untrue statement of a
      material fact or omit to state any material fact necessary in order to make
      the
      statements therein, in light of the circumstances in which they were made,
      not
      misleading. If at any time prior to the completion of the Placement or other
      termination of this Agreement any event shall occur as a result of which it
      might become necessary to amend or supplement the Offering Documents so that
      they do not include any untrue statement of any material fact or omit to state
      any material fact necessary in order to make the statements therein, in the
      light of the circumstances then existing, not misleading, the Company will
      promptly notify the Placement Agreement and will supply the Placement Agreement
      with amendments or supplements correcting such statement or omission. The
      Company will also provide the Placement Agent for delivery to all offerees
      and
      purchasers and their representatives, if any, any information, documents and
      instruments which the Placement Agent deems reasonably necessary to comply
      with
      applicable securities laws, subject to the non-disclosure obligations of the
      offerees reasonably required by the Company.

    


    (b) Organization.
      The Company is duly organized and validly existing under the laws of the
      jurisdiction in which it was organized, and has the requisite power and
      authorization to own its properties and to carry on its business as now being
      conducted. The Company is duly


    
      
        
        

      

      
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    qualified
      as a foreign corporation to do business and is in good standing in every
      jurisdiction in which its ownership of property or the nature of the business
      conducted by it makes such qualification necessary, except to the extent that
      the failure to be so qualified or be in good standing would not have a Material
      Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any
      event or change in circumstance, whether or not directly or indirectly caused
      by
      management or arising independently of management’s control, that has or could
      reasonably be deemed to have in the future, a material adverse effect on the
      business, properties, assets, operations, results of operations, financial
      condition or prospects of the Company or on the transactions contemplated
      hereby, or on the other Transaction Documents or the agreements and instruments
      to be entered into in connection herewith or therewith, or on the authority
      or
      ability of the Company to perform its obligations under the Transaction
      Documents. 

    


    (c) SEC
      Documents: Financial Statements. The Company has filed all reports, schedules,
      forms, statements and other documents currently required to be filed by it
      with
      the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”) (all of the foregoing filed prior to the date hereof or amended after the
      date hereof and all exhibits included therein and financial statements and
      schedules thereto and documents incorporated by reference therein, being
      hereinafter referred to as the “SEC Documents”). The Company has delivered to
      ICP, or made available through the SEC’s website at http://www.sec.gov., true
      and complete copies of the SEC Documents. As of their respective dates, the
      financial statements of the Company disclosed in the SEC Documents (the
“Financial Statements”) complied as to form in all material respects with
      applicable accounting requirements and the published rules and regulations
      of
      the SEC with respect thereto. Such financial statements have been prepared
      in
      accordance with generally accepted accounting principles, consistently applied,
      during the periods involved (except (i) as may be otherwise indicated in such
      Financial Statements or the notes thereto, or (ii) in the case of unaudited
      interim statements, to the extent they may exclude footnotes or may be condensed
      or summary statements) and, fairly present in all material respects the
      financial position of the Company as of the dates thereof and the results of
      its
      operations and cash flows for the periods then ended (subject, in the case
      of
      unaudited statements, to normal year-end audit adjustments). No other
      information provided by or on behalf of the Company to ICP which is not included
      in the SEC Documents, including, without limitation, information referred to
      in
      the other Transaction Documents, contains any untrue statement of a material
      fact or omits to state any material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading.

    


    (d) 10(b)-5.
      The SEC Documents do not include any untrue statements of material fact, nor
      do
      they omit to state any material fact required to be stated therein necessary
      to
      make the statements made, in light of the circumstances under which they were
      made, not misleading. 

    


    (e) Absence
      of Changes. Except as set forth on Schedule 2(e), since the date (the “Balance
      Sheet Date”) of the most recent balance sheet (the “Balance Sheet”) included in
      the SEC Documents and except as set forth on Schedule 2(e), the Company has
      not
      (i) incurred any debts, obligations or liabilities, absolute, accrued,
      contingent or otherwise, whether due or to become due, except current
      liabilities incurred in the usual and ordinary course of business and consistent
      with past practices, having individually or in the aggregate a Material Adverse
      Effect,


    
      
        
        

      

      
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    (ii)
      made
      or suffered any material changes in its contingent obligations by way of
      guaranty, endorsement (other than the endorsement of checks for deposit in
      the
      usual and ordinary course of business), indemnity, warranty or otherwise, (iii)
      discharged or satisfied any material liens other than those securing, or paid
      any obligation or liability other than, current liabilities shown on the Balance
      Sheet, and current liabilities incurred since the Balance Sheet Date, in each
      case in the usual and ordinary course of business and consistent with past
      practices, (iv) mortgaged, pledged or subjected to lien any of its material
      assets, tangible or intangible, (v) sold, transferred or leased any of its
      material assets except in the usual and ordinary course of business and
      consistent with past practices, (vi) cancelled or compromised any debt or claim,
      or waived or released any right, of material value except in the usual and
      ordinary course of business and consistent with past practices, (vii) suffered
      any physical damage, destruction or loss (whether or not covered by insurance)
      materially adversely affecting the properties or business of the Company, (viii)
      entered into any material transaction other than in the usual and ordinary
      course of business except for this Agreement, the other Transaction Documents
      and the related agreements referred to herein and therein, (ix) encountered
      any
      material labor difficulties or labor union organizing activities, (x) made
      or
      granted any wage or salary increase or entered into any employment agreement
      other than in the ordinary course of business, (xi) issued or sold any shares
      of
      capital stock or other securities or granted any options with respect thereto,
      or modified any equity security of the Company, (xii) declared or paid any
      dividends on or made any other distributions with respect to, or purchased
      or
      redeemed, any of its outstanding equity securities, (xiii) suffered or
      experienced any change in, or condition affecting, its condition (financial
      or
      otherwise), properties, assets, liabilities, business operations, or results
      of
      operations other than changes, events or conditions in the usual and ordinary
      course of its business and consistent with past practices, having (either by
      itself or in conjunction with all such other changes, events and conditions)
      a
      Material Adverse Effect, (xiv) made any change in the accounting principles,
      methods or practices followed by it or depreciation or amortization policies
      or
      rates theretofore adopted, or (xv) entered into any agreement, or otherwise
      obligated itself, to do any of the foregoing. 

    


    (f) Litigation.
      Except as disclosed in the SEC Documents, there is no material action, suit,
      investigation, customer complaint, claim or proceeding at law or in equity
      by or
      before any arbitrator, court, governmental instrumentality or agency,
      self-regulatory organization or body or public board now pending or, to the
      knowledge of the Company, threatened against the Company of any of the officers
      or directors of the Company in their capacities as such (or basis therefor
      known
      to the Company), the adverse outcome of which would have a Material Adverse
      Effect. To its knowledge, the Company is not subject to any judgment, order,
      writ, injunction or decree of any Federal, state, municipal or other
      governmental department, commission, board, bureau, agency or instrumentality,
      domestic or foreign which have a Material Adverse Effect.

    


    (g) Non-Defaults;
      Non-Contravention. The Company is not in violation of or in default under,
      nor
      will the execution and delivery of this Agreement or any of the Transaction
      Documents or consummation of the transactions contemplated herein or therein
      result in a violation of or constitute a default in the performance or
      observance of any obligation under: (i) its Articles of Incorporation, or its
      By-laws; or (ii) any indenture, mortgage, contract, material purchase order
      or
      other agreement or instrument to which the Company is a party or by which
      it


    
      
        
        

      

      
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    or
      its
      property is bound, where such violation or default would have a Material Adverse
      Effect; or (iii) any material order, writ, injunction or decree of any court
      of
      any Federal, state, municipal or other governmental department, commission,
      board, bureau, agency or instrumentality, domestic or foreign, where such
      violation or default would have a Material Adverse Effect, and to the Company’s
      knowledge, there exists no condition, event or act which constitutes, nor which
      after notice, the lapse of time or both, could constitute a default under any
      of
      the foregoing, which in either case would have a Material Adverse Effect.


    


    (h) Taxes.
      The Company has filed all Federal, state, local and foreign tax returns which
      are required to be filed by it or otherwise met its disclosure obligations
      to
      the relevant agencies and all such returns are true and correct in all material
      respects. The Company has paid or adequately provided for all tax liabilities
      of
      the Company as reflected on such returns or pursuant to any assessments received
      by it or which it is obligated to withhold from amounts owing to any employee,
      creditor or third party. The tax returns of the Company have never been audited
      by any state, local or Federal authorities. The Company has not waived any
      statute of limitations with respect to taxes or agreed to any extension of
      time
      with respect to any tax assessment or deficiency.

    


    (i) Compliance
      With Laws; Licenses, Etc. The Company has not received notice of any violation
      of or noncompliance with any Federal, state, local or foreign, laws, ordinances,
      regulations and orders applicable to its business which has not been cured,
      the
      violation of, or noncompliance with which, would have a Material Adverse
      Effect.

    


    (j) Authorization
      of Agreement, Etc. The Company has the requisite corporate power and authority
      to enter into and perform its obligations under this Agreement and the other
      Transaction Documents. The execution and delivery of the Transaction Documents
      by the Company and the consummation by the Company of the transactions
      contemplated by the Transaction Documents, including without limitation the
      issuance of the Shares, have been duly authorized by the Company’s Board of
      Directors (the “Board”) and no further consent or authorization is required by
      the Company, the Board or the Company’s stockholders. The Transaction Documents,
      when executed, will have been duly executed and delivered by the Company, and
      will constitute valid and binding obligations of the Company enforceable against
      the Company in accordance with their terms, except as such enforceability may
      be
      limited by general principles of equity or applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally, the enforcement of creditors’ rights and
      remedies.

    


    (k) Authorization
      of the Shares. The issuance, sale and delivery of the Shares, shall have been
      duly authorized by all requisite corporate action of the Company. When issued,
      sold and delivered in accordance with the Transaction Documents for the
      consideration set forth therein, the Shares will be duly executed, issued and
      delivered, will be free and clear of all liens, encumbrances and claims, and
      will constitute valid and legal obligations of the Company enforceable in
      accordance with their respective terms, except as such enforceability may be
      limited by general principles of equity or applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally, the enforcement of creditors’ rights and remedies and, in
      each case, will not be subject to preemptive or any other


    
      
        
        

      

      
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    similar
      rights of the stockholders of the Company or others which rights except as
      set
      forth herein or which shall not have been waived prior to the closing of the
      Placement.

    


    (l) Exemption
      from Registration. Assuming (i) the accuracy of the information provided by
      the
      respective Subscribers in the Offering Documents and (ii) that the Placement
      Agent has complied in all material respects with this Agreement and the
      provisions of Regulation S promulgated under the 1933 Act, the offer and sale
      of
      the Shares in the Placement pursuant to the terms of this Agreement will be
      exempt from the registration requirements of the 1933 Act and the rules and
      regulations promulgated thereunder. 

    


    (m) Brokers.
      Neither the Company nor any of its officers, directors, employees or
      stockholders has employed any broker or finder in connection with the
      transactions contemplated by this Agreement other than the Placement Agent
      and
      Selected Dealers.

    


    (n) No
      Integrated Offering. None of the Company, any of its affiliates, and any person
      acting on its behalf has, directly or indirectly, made any offers or sales
      of
      any security or solicited any offers to buy any security, under circumstances
      that would require registration of any of the Shares under the 1933 Act or
      cause
      the Placement to be integrated with prior offerings by the Company for purposes
      of the 1933 Act or any applicable stockholder approval provisions, including
      without limitation, under the rules and regulations of any exchange or automated
      quotation system on which any of the securities of the Company is currently
      listed or designated. None of the Company, its affiliates and any person acting
      on its behalf will take any action or steps referred to in the preceding
      sentence that would require registration of any of the Shares under the 1933
      Act
      or cause the Placement to be integrated with other offerings.

    


    (o) Application
      of Takeover Protections; Rights Agreement. Except as set forth on Schedule
      2(o),
      the Company and the Board have not adopted any poison pill (including any
      distribution under a rights agreement) or other similar anti-takeover provision
      and have not taken any action to render inapplicable any control share
      acquisition or business combination which is or could become applicable as
      a
      result of the transactions contemplated by this Agreement. The Company has
      not
      adopted a shareholder rights plan or similar arrangement relating to
      accumulations of beneficial ownership of Common Stock or a change in control
      of
      the Company. 

    


    (p) Right
      of
First
      Refusal.
      No person, firm or other business entity is a party to any agreement, contract
      or understanding, written or oral entitling such party to a right of first
      refusal with respect to offerings by the Company.

    


    (q) Foreign
      Corrupt
      Practices. Neither the Company, nor any director, officer, agent, employee
      or
      other person acting on behalf of the Company has, in the course of its actions
      for, or on behalf of, the Company, (i) used any corporate funds for any unlawful
      contribution, gift, entertainment or other unlawful expenses relating to
      political activity; made any direct or indirect unlawful payment to any foreign
      or domestic government official or employee from corporate funds, (ii) violated
      or is in violation of any provision of the U.S. Foreign Corrupt Practices Act
      of
      1977, as amended, or (iii) made any unlawful bribe, rebate, payoff, influence
      payment, kickback or other unlawful payment to any foreign or domestic
      government official or employee.


    
      
        
        

      

      
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    (r) Capitalization.
      As at the date hereof, the authorized capital for the Company consists of
      100,000,000 shares of Common Stock of which 12,425,816 shares are presently
      issued and outstanding. As at the date hereof, the Company has not granted
      any
      stock options or common stock purchase warrants and no other securities
      exercisable or convertible into shares of Common Stock are issued and
      outstanding.

    (s) Disclosure
      Controls and Procedures. The Company maintains disclosure controls and
      procedures required by the 1934 Act and such controls and procedures are
      effective to insure that all material information concerning the Company is
      made
      known, on a timely basis, to the individuals responsible for the preparation
      of
      the Company’s filings with the SEC.

    


    (t) Sarbanes-Oxley.
      The
      Company is in material compliance with all of the applicable securities laws
      and
      is in compliance with all required provisions of the Sarbanes-Oxley Act of
      2002
      and the rules of the SEC thereunder applicable to it on the date
      hereof.

    


    (u) Environmental
      Compliance.
      The
      operations carried on by the Company are in material compliance with all
      applicable federal, state and municipal environmental, health and safety
      statutes, regulations and permits. To the knowledge of the Company, none of
      such
      operations is subject to any judicial or administrative proceeding alleging
      the
      violation of any federal, state or municipal environmental, health or safety
      statute or regulation or is subject to any investigation concerning whether
      any
      remedial action is needed to respond to a release of any hazardous material
      into
      the environment.

    


    3. Closing;
      Placement and Fees.

    


    (a) Closing
      of the Placement. The closing (the “Closing”) shall take place at the New York
      offices of Gottbetter & Partners, LLP, counsel for the Placement Agent, no
      later than five days following the PPO Termination Date, which Closing date
      may
      be adjourned by written agreement between the Company and the Placement Agent.
      At the Closing, payment for the Shares issued and sold by the Company shall
      be
      made against delivery of the certificates for the Shares sold. 

    


    (b) Filing
      Conditions of the Commencement/Closing.
      On or
      prior to the Closing, the Completion Conditions set forth in the Acquisition
      Agreement (the “Completion”), including, but not limited to, those set forth in
      Section 8 of the Acquisition Agreement, shall have been satisfied. Furthermore,
      the Closing of the PPO is conditional on the Completion and the Completion
      (i)
      is conditional on the successful closing of the PPO, (ii) shall take place
      simultaneously with the Closing of the PPO, and (iii) is a closing condition
      of
      the PPO.

     

    (c) Conditions
      to Placement Agent’s Obligations.
      The
      obligations of the Placement Agent hereunder will be subject to the accuracy
      of
      the representations and warranties of the Company herein contained as of the
      date hereof and as of the Closing date of the Placement, to the performance
      by
      the Company of its obligations hereunder and to the following additional
      conditions:

    


    (i) Due
      Qualification or Exemption. At Closing no stop order suspending the sale of
      the
      Shares shall have been issued, and no proceedings by a governmental agency,
      self


    
      
        
        

      

      
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    regulatory
      organization or any securities exchange for that purpose shall have been
      initiated or threatened. 

    


    (ii) No
      Material Misstatements. Neither the Offering Documents or any supplement
      thereto, will contain any untrue statement of a fact which in the opinion of
      the
      Placement Agent is material, or omit to state a fact, which in the opinion
      of
      the Placement Agent is material and is required to be stated therein, or is
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading.

    


    (iii) Completion
      and Compliance with Agreements.
      The
      Company will have provided Placement Agent with executed copies of all
      Transaction Documents in forms reasonably acceptable to the Placement Agent
      and
      its counsel and will have complied with all agreements and satisfied all
      conditions on its part to be performed or satisfied hereunder at or prior to
      Closing.

    (iv) Corporate
      Action.
      The
      Company will have taken all necessary corporate action, including, without
      limitation, obtaining the approval of the Board, and, if necessary, its
      stockholders, for the execution and delivery of this Agreement, the performance
      by the Company of its obligations hereunder and the Placement contemplated
      hereby.

    


    (v) Opinion
      of Counsel.
      The
      Placement Agent shall receive the opinion of Sichenzia Ross Friedman Ference
      LLP, counsel to the Company, addressed to the Placement Agent and the
      Subscribers, covering any legal matters that the Placement Agent may reasonably
      request.

    


    (vi) Officers’
      Certificate.
      The
      Placement Agent shall receive a customary certificate of the Company at or
      prior
      to Closing.

    


    (A) signed
      by
      the Chief Executive Officer and Chief Financial Officer thereof, that the
      representations and warranties contained in Section 2 hereof are true and
      accurate in all material respects as of the date hereof and at such Closing
      with
      the same effect as though expressly made at such Closing; and

    


    (B) signed
      by
      the Chief Executive Officer or the Secretary thereof, with respect to the
      matters set forth in Sections (c)(iii)
      and
      (c)(iv) hereinabove. 

    


    (vii) Due
      Diligence. The Placement Agent shall have completed and been satisfied with
      the
      results of its due diligence investigation of the Company, including, without
      limitation, the Company’s financial statements, projections, expense budgets,
      business prospects, capital structure, background searches and contractual
      arrangements.

    


    (viii) Escrow
      Agreement.
      The
      Placement Agent shall receive a copy of a duly executed escrow agreement
      regarding the deposit of funds pending the Closing of the PPO with a bank or
      trust company acceptable to the Placement Agent (the “Escrow Agreement”).
      Gottbetter & Partners, LLP shall serve as escrow agent under the Escrow
      Agreement.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (c) Blue
      Sky.
      At the
      direction of special counsel to the Placement Agent, the Company will file
      the
      necessary documents, if any, so that offers and sales of Shares to be offered
      in
      the Placement may be made in all foreign jurisdictions where the Shares are
      intended to be offered. 

    


    (d) Placement
      Fees and Expenses.

    (i) PPO.
      Simultaneously with payment for and delivery of the Shares at Closing, the
      Company shall pay to ICP a placement agent fee equal to 10% of the raised
      proceeds, payment of which shall be conditional on the Closing of the PPO of
      at
      least the Minimum Offering Amount.

    


    (ii) Interest.
      In the
      event that for any reason the Company shall fail to pay to the Placement Agent
      all or any portion of the fees payable hereunder when due, interest shall accrue
      and be payable on the unpaid cash balance due hereunder from the date when
      first
      due through and including the date when actually collected by the Placement
      Agent, at a rate equal to four percent above the prime rate of Citibank, N.A.,
      in New York, New York, computed on a daily basis and adjusted as announced
      from
      time to time.
      The
      Placement Agent will be paid a placement fee as set forth in Section 3(e)(i),
      payable by wire transfer to the order of the Placement Agent out of the
      subscription proceeds to be disbursed from the escrow account on the Closing
      Date.

    


    (e) No
      Adverse Changes. There shall not exist at the time of the Closing (i) any
      domestic or international event, act or occurrence which has materially
      disrupted, or is substantially likely to in the immediate future materially
      disrupt, the securities markets; (ii) a general suspension of, or a general
      limitation on prices for, trading in securities on the New York Stock Exchange
      or other national market or exchange or in the over-the-counter market; (iii)
      any outbreak of major hostilities or other national or international calamity;
      (iv) any banking moratorium declared by a state or federal authority; (v) any
      moratorium declared in foreign exchange trading by major international banks
      or
      other persons; (vi) any material interruption in the mail service or other
      means
      of communication within the United States; (vii) any material adverse change
      in
      the business, properties, assets, results of operations, or financial condition
      of the Company; or (viii) any material adverse change in the market for
      securities in general or in political, financial, or economic conditions which,
      in the Placement Agent’s reasonable judgment, makes it inadvisable to proceed
      with the Placement. If
      this
      Agreement is terminated pursuant to this section, such termination shall be
      without liability of any character (including, but not limited to, loss of
      anticipated profits or consequential damages) of any party to any other party
      hereto.

    


    (f) Additional
      Fees and Expenses. If at the request or agreement of the Company, the Placement
      Agent performs other or additional services beyond those set forth in this
      Agreement, the Company and the Placement Agent will negotiate in good faith
      an
      appropriate level of additional compensation for such services. The Company
      and
      the Placement Agent will reach an agreement in such negotiations prior to the
      Placement Agent performing such other or additional services.

    


    4. Covenants
      of the Company. 


    
      
        
        

      

      
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    (a) Use
      of
      Proceeds. The net proceeds of the PPO will be used by the Company substantially
      as set forth in the Memorandum.

    


    (b) Expenses
      of Offering. Except as otherwise provided herein, the Company shall be
      responsible for, and shall bear all expenses directly incurred in connection
      with, the proposed Placement including, but not limited to, (i) legal fees
      of
      the Company’s counsel relating to the costs of preparing and/or reviewing the
      Transaction Documents and all amendments, supplements and exhibits thereto,
      and
      (ii) printing fees relating to the Transaction Documents. ICP shall be
      responsible for Blue Sky fees, escrow agent fees, and the fees and disbursements
      of Placement Agent’s counsel and special blue sky counsel. 

    


    If
      the
      Company decides not to proceed with the Placement for any reason (other than
      the
      material breach of the Placement Agent’s representations, warranties or
      covenants contained in this Agreement, the Company’s inability to complete the
      acquisition of the remaining 85% of the authorized share capital of Flex Fuel
      by
      the PPO Termination Date, as extended, and any situation resulting from any
      SEC
      action which interferes with, delays or prohibits completion of the Placement)
      or if the Placement Agent decides not to proceed with the Placement because
      of a
      material breach by the Company of its representations, warranties, or covenants
      in this Agreement or as a result of material adverse changes in the affairs
      of
      the Company, the Company will be obligated to pay the Placement Agent, as
      liquidated damages, a financial advisory and structuring fee of
      $30,000.

    


    (c) Notification.
      The Company shall notify the Placement Agent immediately, and in writing, (i)
      when any event shall have occurred during the period commencing on the date
      hereof and ending on the later of the Closing or the Termination Date as a
      result of which the Offering Documents would include any untrue statement of
      a
      material fact or omit to state any material fact required to be stated therein
      or necessary to make the statements therein not misleading, and (ii) of the
      receipt of any notification with respect to the modification, rescission,
      withdrawal or suspension of the qualification or registration of the Shares,
      or
      of any exemption from such registration or qualification, in any jurisdiction.
      The Company will use its best efforts to prevent the issuance of any such
      modification, rescission, withdrawal or suspension and, if any such
      modification, rescission, withdrawal or suspension is issued and the Placement
      Agent so request, to obtain the lifting thereof as promptly as
      possible.

    


    (d) Press
      Releases, Etc. Except where deemed advisable by the Company’s legal counsel to
      comply with applicable international, federal and/or state laws, rules and
      regulations or if required by applicable international, federal and/or state
      laws, rules and regulations, the Company shall not, during the period commencing
      on the date hereof and ending on the PPO Termination Date, issue any press
      release or other communication, or hold any press conference with respect to
      the
      Company, or its financial condition, results of operations, business,
      properties, assets, or liabilities, or the Placement, without the prior consent
      of the Placement Agent, which consent shall not be unreasonably withheld,
      condition or delayed. The Company shall not include information with respect
      to
      the Placement or use the Placement Agent’s name in any press release,
      advertisement or on any website maintained by the Company with out
      the


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    prior
      written consent of the Placement Agent, such consent not to be unreasonably
      withheld, conditioned or delayed.

    


    (e) Executive
      Compensation. The compensation of the Company’s executive officers shall not
      increase during the 1 year period following the Closing without the approval
      of
      a majority of the disinterested members of the Board of Directors of the
      Company.

    


    (f) Investor
      Registration Rights Agreement. The Company shall register the Shares for resale
      by filing a Registration Statement (the “Registration Statement”) on Form SB-2,
      or if Form SB-2 is not available, on another appropriate form covering the
      Shares. The Company and the Subscribers shall enter into a Registration Rights
      Agreement providing that the Company will use its best efforts to file the
      Registration Statement within ninety (90) days after the Closing of the
      Placement (the “Filing Date”), and shall use its best efforts to cause such
      Registration Statement to become effective within one hundred twenty (120)
      days
      after the Filing Date (the “Effectiveness Deadline”). The Company agrees to
      respond to any comments from the SEC within fifteen (15) days of receiving
      them.

    


    If
      the
      Registration Statement has not been filed by the Filing Date (the “Filing Date
      Requirement”), or the SEC has not declared the Registration Statement effective
      by the Effectiveness Deadline (the “Effective Date Requirement”), the Company
      will be liable to the Subscribers for partial liquidated damages, in each
      instance, in the amount equal to the product of (i) 0.167 and (ii) 2% of the
      aggregate Subscription Amounts for all of the Subscribers. The Company shall
      be
      further liable to the same extent for each subsequent 30 day period in which
      the
      Filing Date Requirement or the Effective Date Requirement, as the case may
      be,
      has not been met, subject to an overall limit of up to 15 months of partial
      liquidated damages. 

    


    Furthermore,
      the Registration Statement shall cover the resale of 100% of the Registrable
      Securities (as defined below), including the Shares sold in the PPO, on an
      offering to be made on a continuous basis pursuant to Rule 415; provided,
      however,
      that if
      100% of the Registrable Securities hereunder shall equal or exceed 30% of the
      issued and outstanding Common Stock of the Company (less any shares of Common
      Stock held by affiliates of the Company and the holders of the Registrable
      Securities) on the actual filing date of the initial Registration Statement,
      at
      the Company’s sole election the initial Registration Statement shall register a
      number of Registrable Securities which is equal to 30% of the issued and
      outstanding shares of Common Stock of the Company (less any shares of Common
      Stock held by affiliates of the Company and the holders of the Registrable
      Securities) on such actual filing date minus 10,000 shares of Common Stock,
      and
      the remaining Registrable Securities shall be subject to Section 4(i). In such
      event, the number of Registrable Securities to be registered for each holder
      and
      each Subscriber shall be reduced pro-rata among all holders of Registrable
      Securities and all Subscribers. (For example, in the event the Company
      successfully sells the Maximum Offering Amount, there are expected to be
      approximately 64,589,401 shares of our Common Stock issued and outstanding
      (of
      which approximately 25,500,000 are expected to be held by affiliates of the
      Company). Therefore, 30% of which (less any shares of Common Stock held by
      affiliates of the Company and the holders of the Registrable Securities) shall
      amount to approximately to 6,213,333 shares of Common Stock, and the number
      of
      Registrable Securities to be registered for each holder and each Subscriber
      shall correspondingly be reduced pro-rata among all holders of

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    Registrable
      Securities and all Subscribers; resulting in approximately 2,360,064 Shares
      being registered in the initial Registration Statement.)

     

    “Registrable
      Securities”
shall
      mean the Shares, 24,854,480 shares of Common Stock issued in connection with
      the
      Acquisition, 2,357,143 shares of Common Stock issued pursuant to the private
      placement offering concluded on December 29, 2006, and any other securities
      issued or issuable with respect to or in exchange for Registrable Securities;
      provided, that, a security shall cease to be a Registrable Security upon (A)
      sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or
      (B)
      such security becoming eligible for sale by the Investors pursuant to Rule
      144(k).

    


    (g) Regulation
      S Compliance.
      (i)
      Neither the Company, its affiliates nor any persons acting on its or their
      behalf (other than the Placement Agent, its affiliates or any person acting
      on
      their behalf, in respect of which no representation is made), will engage in:
      (A) any offer to sell or any solicitation of an offer to buy, any Shares to
      any
      person in the United States or to a U.S. Person (as defined in Rule 902(k)
      of
      Regulation S), or a person that is purchasing for the account or benefit of
      a
      U.S. Person, or a person who is not an “accredited investor” under Regulation D
      promulgated under the 1933 Act; (B) any sale of Shares to any Subscriber unless,
      at the time the buy order will have been originated, the Subscriber was outside
      the United States, and was not a U.S. Person, and was not purchasing for the
      account or benefit of a U.S. Person or person in the United States, or the
      Company, its affiliates or persons acting on its behalf reasonably believed
      that
      such purchaser was outside the United States and was not a U.S. Person, and
      was
      not purchasing for the account or benefit of a U.S. Person or a person in the
      United States, and is an “accredited investor” under Regulation D promulgated
      under the 1933 Act; or (C) any Directed Selling Efforts (as defined in Rule
      902(c) of Regulation S) with respect to any of the Shares.

    


    (ii) Neither
      the Company nor any of its affiliates, nor any person acting on its or their
      behalf (other than the Placement Agent, its affiliates or any person acting
      on
      their behalf, in respect of which no representation is made), during the period
      in which the Shares will be offered for sale, will take any action that would
      cause the exemption from registration afforded by Rule 903 of Regulation S
      to be
      unavailable for offers and sales of the Shares outside the United States in
      accordance with this Agreement.

    


    (iii) All
      Offering Documents used in connection with offers and sales of the Shares prior
      to the expiration of the Distribution Compliance Period (as defined in Rule
      902(f) of Regulation S) will include statements to the effect that the Shares
      have not been registered under the 1933 Act and may not be offered or sold
      in
      the United States or to, or for the account or benefit of, U.S. Persons or
      persons in the United States unless registered under the 1933 Act or an
      exemption from the registration requirements of the 1933 Act is available.
      Such
      statements will appear (A) on the cover or inside cover page of any material
      or
      document; (B) in the plan of distribution section of any prospectus or offering
      memorandum; and (C) in any advertisement made or issued by the Company, any
      of
      its affiliates or any person acting on its or their behalf (other than the
      Company, Placement Agent, its respective affiliates, or any person acting on
      any
      of their behalf, in respect of which no representation is made).

    


    (iv) The
      Company reserves the right to also sell the Shares to Accredited Investors
      who
      are U.S. Persons via an exemption, if available, from registration under
      Section


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    4(2)
      of,
      and/or Regulation D promulgated under, the Securities Act of 1933, as amended.
      However, this Agreement does not constitute an offer to sell or the solicitation
      of an offer to buy securities in the United States or to U.S.
      Persons.

    


    (h) Share
      Reservation.
      The
      Company shall reserve from its authorized but unissued Common Stock an aggregate
      of 16,666,667 Shares for issuance to Subscribers in the Offering. 

    


    (i) If
      during
      the Effectiveness Period, the number of Shares then registered in the initial
      Registration Statement as contemplated by the proviso regarding registration
      of
      Shares in Section 4(f) above, is less than 100% of the number of such Shares,
      then, upon the written request of Subscribers holding at least 30% of the
      Shares, the Company shall use its best efforts to file as soon as reasonably
      practicable, an additional Registration Statement covering the resale by the
      Subscribers of not less than the difference between 100% of Shares and the
      number of Shares in the initial Registration Statement. Subject to the terms
      of
      this Agreement, the Company shall use its best efforts to cause a Registration
      Statement to be declared effective under the Securities Act as promptly as
      possible after the filing thereof, and shall use its best efforts to keep such
      Registration Statement continuously effective under the Securities Act until
      all
      Registrable Securities covered by such Registration Statement have been sold,
      or
      may be sold without volume restrictions pursuant to Rule 144(k), as determined
      by the counsel to the Company pursuant to a written opinion letter to such
      effect, addressed and acceptable to the Company’s transfer agent and the
      affected Holders (the “Effectiveness
      Period”).

    


    5. Restrictions
      on Issuances of Securities.
      

    


    During
      the period commencing on the date hereof and ending on the earlier of (i) the
      Closing or (ii) the PPO Termination Date, the Company will not, without the
      prior written consent of the Placement Agent, issue additional shares of Common
      Stock of the Company. Notwithstanding the foregoing, this Section 5 shall not
      apply in respect of an Exempt Issuance.

    


    “Exempt
      Issuance”
means
      the issuance of (a) shares of Common Stock or options to employees, consultants
      (up to 500,000 shares), officers or directors of the Company pursuant to any
      stock or option plan duly adopted by a majority of the members of the Board
      of
      Directors of the Company or a majority of the members of a committee of
      directors established for such purpose, including, but not limited to, shares
      of
      Common Stock registered pursuant to a Registration Statement filed on Form
      S-8
      with the SEC, (b) securities upon the exercise or exchange of or conversion
      of
      any Shares issued hereunder and/or other securities exercisable or exchangeable
      for or convertible into shares of Common Stock issued and outstanding on the
      date of this Agreement, provided that such securities have not been amended
      since the date of this Agreement to increase the number of such securities
      or to
      decrease the exercise, exchange or conversion price of any such securities,
      (c)
      securities issued pursuant to acquisitions or strategic transactions approved
      by
      a majority of the disinterested directors, provided any such issuance shall
      only
      be to a Person which is, itself or through its subsidiaries, an operating
      company in a business synergistic with the business of the Company and in which
      the Company receives benefits in addition to the investment of funds, but shall
      not include a transaction in which the Company is issuing securities primarily
      for the purpose of raising capital or to an entity whose


    
      
        
        

      

      
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    primary
      business is investing in securities, and (d) securities issued with the prior
      written consent of the Placement Agent. 

    


    6. Representations,
      Warranties and Covenants of the Placement Agent.

    


    For
      the
      purpose of this Section 6, the term “Placement Agent” includes Placement Agent
      and its agents. Placement Agent represents and warrants to, and agrees with
      the
      Company as follows:

    


    (a) Regulation
      S Compliance.
      Neither
      the Placement Agent, its affiliates nor any persons acting on its or their
      behalf, will engage in : (i) any offer to sell or any solicitation of an offer
      to buy, any Shares to any person in the United States or to a U.S. Person (as
      defined in Rule 902(k) of Regulation S), or a person that is purchasing for
      the
      account or benefit of a person in the United States or a U.S. Person, or a
      person who is not an “accredited investor” under Regulation D promulgated under
      the 1933 Act; (ii) any sale of Shares to any purchaser unless, at the time
      the
      buy order was or will have been originated, the purchaser was outside the United
      States and not a U.S. Person, and was not purchasing the Shares for the account
      or benefit of a U.S. Person or person in the United States, or the Placement
      Agent, its affiliates or persons acting on its behalf reasonably believed that
      such purchaser was outside the United States and not a U.S. Person, as that
      term
      is defined in Regulation S under the 1933 Act, and was not purchasing the Shares
      for the account or benefit of a U.S. Person or person in the United States,
      and
      is a person who is an “accredited investor” under Regulation D promulgated under
      the 1933 Act; (iii) any Directed Selling Efforts (as defined in Rule 902(c)
      of
      Regulation S) either during the distribution of the Shares or during the
      Distribution Compliance Period (as defined in Rule 902(f) of Regulation S);
      or
      (iv) any hedging transactions with respect to any of the Shares during the
      Distribution Compliance Period except in compliance with the 1933 Act.


    


    (b) Placement
      Agent will not take any action or actions (i) in violation of the requirements
      of Regulation S, (ii) that would cause the Offering of Shares to be subject
      to
      registration under the Securities Act, other than as a result of direct actions
      by the Company, (iii) that would cause the Issuer to be subject to registration
      as an “investment company” under the Investment Company Act, (iv) in violation
      of any rules of the National Association of Securities Dealers, Inc.
      (“NASD”)
      or the
      SEC, or (v) other than in accordance with the terms set forth in this Agreement
      and the Memorandum.

    


    (c) Placement
      Agent agrees that it is not authorized to give any information or make any
      representation in connection with the offering, issue, purchase and sale of
      the
      Shares other than those representations or that information contained in the
      Memorandum or any other publicly available written information regarding the
      Issuer, the source of which has been accurately identified.  In offering
      Shares for sale, Placement Agent will not offer Shares for sale, or solicit
      any
      offers to buy any Shares, or otherwise negotiate with any person in respect
      of
      Shares, on the basis of any communications or documents relating to Shares
      or
      any investment therein or to the Issuer or to any investment therein, other
      than
      the Memorandum, information otherwise furnished in writing to Placement Agent
      by
      Issuer specifically for such purpose, or any other document, and any cover
      or
      transmittal letter, satisfactory in form and substance to the


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    Issuer
      and counsel for the Issuer.  Placement Agent and its personnel will not
      make any statement regarding the Issuer or the offering of Shares that is false
      or materially misleading

    


    (d) Placement
      Agent has not, prior to the date of this Agreement, engaged in any activities
      with respect to the Shares that would be inconsistent with this Section. 
Any affiliate of Placement Agent, and any person acting on its or their behalf,
      has complied and/or will be required to comply with the terms of this
      Agreement.  Placement Agent shall provide from time to time upon request of
      Issuer certificates of its compliance with the requirements of this Agreement
      and applicable law in connection with its placement agent activities on behalf
      of the Issuer.

    


    (e) Placement
      Agent shall make reasonable efforts to assist the Issuer in obtaining
      performance by each person or entity whose offer to purchase Shares has been
      solicited by Placement Agent and accepted by the Issuer.  


    


    (f) This
      Agreement has been duly authorized, executed and delivered by Placement Agent
      and, when executed and delivered by Placement Agent, will constitute a valid
      and
      legally binding obligation of Placement Agent enforceable in accordance with
      its
      terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
      moratorium, and similar laws of general applicability relating to or affecting
      creditors’ rights and to general equity principles. 

    


    (g) Delivery
      of Memorandum. Prior to or simultaneously with the sale by the Company to any
      purchaser of any of the Shares pursuant hereto, the Placement Agent will furnish
      to such purchaser a copy of the Memorandum (and any amendment thereof or
      supplement thereto that the Company shall have furnished to the Placement Agent
      prior to the date of such sale).

    


    (h) Qualification
      to Act. The Placement Agent represents and warrants to the Company that it
      is or
      will be qualified to act in each jurisdiction in which it will offer and sell
      the Shares. 

    


    (i) Authorization.
      The Placement Agent represents and warrants to the Company that the person
      who
      has signed this Agreement on its behalf is duly authorized to so sign, and
      this
      Agreement is a valid and binding obligation of the Placement Agent, enforceable
      in accordance with its terms, subject, as to enforcement of remedies, to
      applicable bankruptcy, insolvency, reorganization, moratorium and other laws
      affecting the rights of creditors generally and the discretion of courts in
      granting equitable remedies and except that enforceability of the
      indemnification and contribution provisions set forth thereunder and hereunder
      may be limited by the federal securities laws of the United States or state
      securities laws or public policies related thereto.

    


    (j) Investors.
      The Placement Agent shall not offer and sell the Shares to any prospective
      Subscriber if the Placement Agent has reason to believe that material
      information supplied or the representations and warranties made by that person
      are not fully accurate.


    
      
        
        

      

      
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    7. Indemnification.

    


    (a) The
      Company agrees to indemnify and hold harmless the Placement Agent and each
      Selected Dealer, if any, and their respective shareholders, directors, officers,
      agents and controlling persons (an “Agent Indemnified Party”) against any and
      all loss, liability, claim, damage and expense whatsoever (and all actions
      in
      respect thereof), and to reimburse the Placement Agent for reasonable legal
      fees
      and related expenses as incurred (including, but not limited to the costs of
      investigating, preparing or defending any such action or claim whether or not
      in
      connection with litigation in which the Placement Agent is a party and the
      costs
      of giving testimony or furnishing documents in response to a subpoena or
      otherwise), caused by or arising out of (i) any untrue statement or alleged
      untrue statement of a material fact contained in the Transaction Documents
      or
      the omission or alleged omission therefrom of a material fact necessary in
      order
      to make the statements therein, in light of the circumstances under which they
      were made, not misleading (provided, however, that the Company shall not be
      liable in any such case to the extent that any such loss, liability, claim,
      damage or expense arises out of or is based upon any untrue statement of a
      material fact or alleged untrue statement or a material fact provided by the
      Placement Agent in writing to the Company), (ii) any violation by the Company
      of
      applicable securities laws, or otherwise arising out of the Placement Agent’s
      engagement hereunder, except in respect of any matters as to which the Placement
      Agent shall have been adjudicated to have acted with gross negligence, or (iii)
      any breach by the Company of any of its representations, warranties or covenants
      contained in this Agreement; provided, however, that in the case of each of
      clauses (ii) and (iii) hereof, there has been a final adjudication of such
      violation or breach by a court of competent jurisdiction.

    


    (b) The
      Placement Agent agrees to indemnify and hold harmless the Company and its
      shareholders, directors, officers, agents and controlling persons (a “Company
      Indemnified Party” and, together with an Agent Indemnified Party, an
“Indemnified Party”) against any and all loss, liability, claim, damage and
      expense whatsoever (and all actions in respect thereof), and to reimburse the
      Company for reasonable legal fees and related expenses as incurred (including,
      but not limited to the costs of investigating, preparing or defending any such
      action or claim whether or not in connection with litigation in which the
      Company is a party and the costs of giving testimony or furnishing documents
      in
      response to a subpoena or otherwise), caused by or arising out of (i) any breach
      by the Placement Agent of any of its representations, warranties and covenants
      contained in this Agreement, or (ii) any violation by the Placement Agent of
      applicable securities laws, or otherwise arising out of the Placement Agent’s
      engagement hereunder, except in respect of any matters as to which the Company
      shall have been adjudicated to have acted with gross negligence; provided,
      however, that in the case of each of clauses (i) and (ii) hereof, there has
      been
      a final adjudication of such breach or violation by a court of competent
      jurisdiction; and provided, however, that the aggregate liability of the
      Placement Agent under this Section 7(b) shall not exceed an amount equal to
      the
      aggregate placement fees received by the Placement Agent pursuant to Section
      3(d)(i) or Section 3(d)(ii) hereof.

    


    (c) Promptly
      after receipt by an Indemnified Party under this Section of notice of the
      commencement of any action, the Indemnified Party will, if a claim in respect
      thereof is to be made against the party from whom indemnification is sought
      under this Section 7 (the “Indemnifying Party”), notify in writing the
      Indemnifying Party of the commencement thereof;


    
      
        
        

      

      
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    but
      the
      omission so to notify the Indemnifying Party will not relieve the Indemnifying
      Party from any liability which it may have to the Indemnified Party otherwise
      under this Section except to the extent the defense of the claim is prejudiced.
      In case any such action is brought against an Indemnified Party, and it notifies
      the Indemnifying Party of the commencement thereof, the Indemnifying Party will
      be entitled to participate in, and, to the extent that it may wish, jointly
      with
      any other indemnifying party similarly notified, to assume the defense thereof,
      subject to the provisions herein stated, with counsel reasonably satisfactory
      to
      the Indemnified Party, and after notice from the Indemnifying Party to the
      Indemnified Party of its election so to assume the defense thereof, the
      Indemnifying Party will not be liable to the Indemnified Party under this
      Section for any legal or other expenses subsequently incurred by the Indemnified
      Party in connection with the defense thereof other than reasonable costs of
      investigation (provided the Indemnifying Party has been advised in writing
      that
      such investigation is being undertaken). The Indemnified Party shall have the
      right to employ separate counsel in any such action and to participate in the
      defense thereof, but the fees and expenses of such counsel shall not be at
      the
      expense of the Indemnifying Party if the Indemnifying Party has assumed the
      defense of the action with counsel reasonably satisfactory to the Indemnified
      Party; provided that the reasonable fees and expenses of such counsel shall
      be
      at the expense of the Indemnifying Party if (i) the employment of such counsel
      has been specifically authorized in writing by the Indemnifying Party or (ii)
      the named parties to any such action (including any impleaded parties) include
      both the Indemnified Party or Parties and the Indemnifying Party and, in the
      reasonable judgment of counsel for the Indemnified Party, it is advisable for
      the Indemnified Party or Parties to be represented by separate counsel due
      to an
      actual conflict of interest (in which case the Indemnifying Party shall not
      have
      the right to assume the defense of such action on behalf of an Indemnified
      Party
      or Parties), it being understood, however, that the Indemnifying Party shall
      not, in connection with any one such action or separate but substantially
      similar or related actions in the same jurisdiction arising out of the same
      general allegations or circumstances, be liable for the reasonable fees and
      expenses of more than one separate firm of attorneys for all the Indemnified
      Parties. No settlement of any action against an Indemnified Party shall be
      made
      unless such an Indemnified Party is fully and completely released in connection
      therewith.

    8. Contribution.

    


    To
      provide for just and equitable contribution, if an Indemnified Party makes
      a
      claim for indemnification pursuant to Section 7 but it is found in a final
      judicial determination, not subject to further appeal, that such indemnification
      may not be enforced in such case, even though this Agreement expressly provides
      for indemnification in such case, then the Company (including for this purpose
      any contribution made by or on behalf of any officer, director, employee or
      agent for the Company, or any controlling person of the Company), on the one
      hand, and the Placement Agent and any Selected Dealers (including for this
      purpose any contribution by or on behalf of an Indemnified Party), on the other
      hand, shall contribute to the losses, liabilities, claims, damages, and expenses
      whatsoever to which any of them may be subject, in such proportions as are
      appropriate to reflect the relative benefits received by the Company, on the
      one
      hand, and the Placement Agent and the Selected Dealers, on the other hand;
      provided, however, that if applicable law does not permit such allocation,
      then
      other relevant equitable considerations such as the relative fault of the
      Company and the Placement Agent and the Selected Dealers in connection with
      the
      facts which resulted in such losses, liabilities, claims,


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    damages,
      and expenses shall also be considered. In no case shall the Placement Agent
      or a
      Selected Dealer be responsible for a portion of the contribution obligation
      in
      excess of the compensation received by it or the Selected Dealers, as the case
      may be. No person guilty of a fraudulent misrepresentation shall be entitled
      to
      contribution from any person who is not guilty of such fraudulent
      misrepresentation. For purposes of this Section 8, each person, if any, who
      controls the Placement Agent or a Selected Dealer within the meaning of Section
      15 of the 1933 Act or Section 20(a) of the 1934 Act and each officer, director,
      stockholder, employee and agent of the Placement Agent or a Selected Dealer,
      shall have the same rights to contribution as the Placement Agent or the
      Selected Dealer, and each person, if any, who controls the Company within the
      meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act and
      each
      officer, director, employee and agent of the Company, shall have the same rights
      to contribution as the Company, subject in each case to the provisions of this
      Section 8. Anything in this Section 8 to the contrary notwithstanding, no party
      shall be liable for contribution with respect to the settlement of any claim
      or
      action effected without its written consent. This Section 8 is intended to
      supersede any right to contribution under the 1933 Act, the 1934 Act, or
      otherwise.

    


    9. Miscellaneous.

    


    (a) Survival.
      Any termination of any offering hereunder without consummation thereof shall
      be
      without obligation on the part of any party except that the indemnification
      provided in Section 7 hereof and the contribution provided in Section 8 hereof
      shall survive any termination and shall survive the Closing for a period of
      two
      years.

    


    (b) Representations,
      Warranties and Covenants to Survive Delivery. The respective representations,
      warranties, indemnities, agreements, covenants and other statements as of the
      date hereof and as of the date of Closing shall survive execution of this
      Agreement and delivery of the Shares and the termination of this Agreement
      for a
      period of one year after such respective event.

    


    (c) No
      Other
      Beneficiaries. This Agreement is intended for the sole and exclusive benefit
      of
      the parties hereto and their respective successors and controlling persons,
      and
      no other person, firm or corporation shall have any third-party beneficiary
      or
      other rights hereunder.

    


    (d) Governing
      Law; Resolution of Disputes. This Agreement shall be governed by and construed
      in accordance with the law of the State of New York without regard to conflict
      of law provisions. The Placement Agent and the Company will attempt to settle
      any claim or controversy arising out of this Agreement through consultation
      and
      negotiation in good faith and a spirit of mutual cooperation. Should such
      attempts fail, then the dispute will be mediated by a mutually acceptable
      mediator to be chosen by the Placement Agent and the Company within 15 days
      after written notice from either party demanding mediation. Neither party may
      unreasonably withhold consent to the selection of a mediator, and the parties
      will share the costs of the mediation equally. Any dispute which the parties
      cannot resolve through negotiation or mediation within six months of the date
      of
      the initial demand for it by one of the parties may then be submitted to the
      courts for resolution. The use of mediation will not be construed under the
      doctrine of latches, waiver or estoppel to affect adversely the rights of either
      party. Nothing in this paragraph will prevent either party from resorting to
      judicial proceedings if (a) good faith


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    efforts
      to resolve the dispute under these procedures have been unsuccessful or (b)
      interim relief from a court is necessary to prevent serious and irreparable
      injury.

    


    (e) Counterparts.
      This Agreement may be signed in counterparts with the same effect as if both
      parties had signed one and the same instrument.

    


    (f) Notices.
      Any communications specifically required hereunder to be in writing, if sent
      to
      the Placement Agent, will be sent by overnight courier providing a receipt
      of
      delivery or by certified or registered mail to it at International Capital
      Partners SA, Rue de Rhone 59, 1204 Geneva Switzerland, Att: Benjamin Darden,
      with a copy to Gottbetter & Partners, 488 Madison Ave., 12th
      Floor,
      New York, NY10022, Att: Scott Rapfogel and if sent to the Company, will be
      sent
      by overnight courier providing a receipt of delivery or by certified or
      registered mail to it at 999 West Hastings Street, Suite 510, Vancouver A1
      V6C
      2W2, Attn: Mr. James Laird, with a copy to Sichenzia Ross Friedman Ference
      LLP,
      1065 Avenue of the Americas, 21st
      Floor,
      New York, New York 10018, Attn: Richard A. Friedman.

    


    (g) Entire
      Agreement. This Agreement constitutes the entire agreement of the parties with
      respect to the matters herein referred and supersedes all prior agreements
      and
      understandings, written and oral, between the parties with respect to the
      subject matter hereof. Neither this Agreement nor any term hereof may be
      changed, waived or terminated orally, except by an instrument in writing signed
      by the party against which enforcement of the change, waiver or termination
      is
      sought.

    


    If
      the
      Placement Agent finds the foregoing is in accordance with its understanding
      with
      the Company, kindly sign and return to the Company a counterpart hereof,
      whereupon this instrument along with all counterparts will become a binding
      agreement between the Placement Agent the Company.

    


    


    Very
      truly yours,

    


    MALIBU
      MINERALS, INC.

    


    


    By: /s/
      James Laird

    
      
        

      

    

    Name:
      James Laird 

    Title:
      Chief Executive Officer 

    Agreed:

    


    INTERNATIONAL
      CAPITAL PARTNERS SA

    


    


    By:
      /s/
      Benjamin Darden

    

    Name: Benjamin
      Darden

    Title: Chief
      Executive Officer

    



    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2(e)

    


    ABSENCE
      OF CHANGES

    


    The
      following information was disclosed by the Company in its Current Report filed
      on Form 8-K with the SEC on January 5, 2007:

    


    Flex
      Fuels Agreement

    


    On
      December 29, 2006 Malibu Minerals, Inc. (the “Company”) entered into an
      Acquisition Agreement (the “Agreement”) with Flex Fuels Energy Limited, a
      company formed under the laws of England and Wales (“Flex Fuels”), the
      shareholders of Flex Fuels (collectively the “Shareholders”) and the individuals
      signatories thereto for the purpose of diversifying the Company’s
      business. Pursuant to the Agreement, the Company acquired 15% of the entire
      authorized share capital of Flex Fuels (the “Shares”) and agreed to acquire and,
      Flex Fuels and the Shareholders agreed to sell, the remaining 85% of the entire
      authorized share capital of Flex Fuels, subject to the satisfaction of various
      closing conditions as more fully described below and as set forth in Section
      8
      of the Agreement (the “Completion Conditions”). In consideration for the Shares,
      the Company paid $1,500,000 out of the Proceeds (as defined below). Also,
      effective as of December 19, 2006 and in connection with the Agreement, Thomas
      Barr, a member of the board of directors of the Company was appointed to the
      board of directors of Flex Fuels for the purpose of overseeing the achievement
      of the Completion Conditions and Flex Fuels’ business during the Interim Period
      (as defined below). Subject to the satisfaction of the Completion Conditions,
      pursuant to the Agreement, the Company would acquire the remaining 85% of the
      entire authorized share capital of Flex Fuels for which the Company would issue
      the Shareholders an aggregate of 24,854,479 shares of common stock of the
      Company (the “Common Stock”). The closing of the acquisition of Flex Fuels is
      expected to occur no later than five months from the date of this Agreement
      (the
“Interim Period”). The Company is presently conducting, and will continue to
      conduct, due diligence efforts to ensure that the Completion Conditions are
      satisfied.

     

    The
      Completion Conditions include, but are not limited to (i) the satisfaction
      of
      various material terms of the Agreement, (ii) the closing of a financing in
      the
      minimum amount of $11,800,000 by the Company, (iii) during the third and fourth
      months of the Interim Period, in its absolute discretion, the Company not
      concluding that the prospects for success of the Flex Fuels’ business do not
      justify proceeding to closing, (iv) the transactions contemplated under the
      Agreement having been approved by any regulatory authorities having jurisdiction
      over the transactions contemplated; (v) the delivery of the Voting Trust
      Agreements entered into by the shareholders of the Company holding in aggregate
      at least 10.5% of the issued and outstanding shares of the Company’s Common
      Stock at closing (the “10.5% Shareholders”), a form of which is annexed hereto
      as Exhibit 10.2, (vi) the delivery by the Company of the Lock-up Agreements
      entered into by the 10.5% Shareholders, a form of which is annexed hereto as
      Exhibit 10.3, (vii) the delivery by the Company to Flex Fuels in a reasonable
      manner of a confirmation that the Common Stock has been approved for listing
      on
      the Principal Market (as defined in the Agreement), (viii) entry by Flex Fuels
      into all of the Completion Agreements set forth in Schedule 7 attached to the
      Agreement, and (ix) completion and delivery to the Company of Flex Fuels’
audited financial


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    statements
      for the period from inception to December 31, 2006 by Flex Fuels, subject to
      adjustment. With the exception of appointment of Mr. Barr on the board of
      directors of Flex Fuels effective as of the date of the Agreement, no material
      relationship exists between the shareholders of Flex Fuels and the Company
      and/or its affiliates, directors, officers or any associate of an officer or
      director. The Company cannot provide any guarantee that the Completion
      Conditions will be satisfied or that it will be successful in its efforts to
      complete the Main Funding.

     

    Flex
      Fuels is a developmental stage company headquartered in London, England. Flex
      Fuels 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.

    


    December
      2006 Private Placement

    


    Also,
      on
      December 29, 2006, the Company entered into a financing arrangement with several
      investors (the “Investors”) pursuant to which it sold $1,650,000 (the
“Proceeds”) of shares of its common stock at a per share price of $0.70 for an
      aggregate sale of 2,357,143 shares (the “Common Shares”).

    


    The
      Common Shares were offered and sold to the Investors in a private placement
      transaction made in reliance upon exemptions from registration pursuant to
      Regulation S promulgated under the Securities Act of 1933, as amended (the
“1933
      Act”). The offers and sales to the Investors were made in offshore transactions.
      None of the Investors were a U.S. person as defined in Rule 902(k) of Regulation
      S, and no sales efforts were conducted in the U.S., in accordance with Rule
      903(c). Such Investors acknowledged that the securities purchased must come
      to
      rest outside the U.S., and the certificates contain a legend restricting the
      sale of such securities until the Regulation S holding period is satisfied.
      

    


    



    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2(o)

    


    


    APPLICATION
      OF TAKEOVER PROTECTIONS; RIGHTS AGREEMENT

    


    The
      Company intends to enter into an employment agreement with all of its named
      executives and some of its directors and adopt an Incentive Stock Option Plan.
      The Company believes that the Employment Agreements and the Incentive Stock
      Option Plan will contain Change of Control provisions; provided further, that
      upon an occurrence of a corporate transaction or an event constituting a “Change
      of Control”, all of the named executives and some of the directors of the
      Company would be entitled to compensation as will be stated in their respective
      agreements.

    


    For
      purposes of the Stock Option Plan, (i) “Change
      of Control”
      provision means a
      sale
of
      all or
      substantially all of the Company's assets, or any merger or consolidation of
      the
      Company with or into another corporation, or if a “person” or “group” within the
      meaning of Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934
      (the “Exchange
      Act”),
      becomes the “beneficial owner” (within the meaning of Rule 13d-3 under the
      Exchange Act) of securities of Employer (including options, warrants, rights
      and
      convertible and exchangeable securities) representing 30% or more of the
      combined voting power of the Company’s then outstanding securities in any one or
      more transactions, other than a merger or consolidation in which the holders
      of
      more than 50% of the shares of capital stock of the Company outstanding
      immediately prior to such transaction continue to hold (either by the voting
      securities remaining outstanding or by their being converted into voting
      securities of the surviving entity) more than 50% of the total voting power
      represented by the voting securities of the Company, or such surviving entity,
      outstanding immediately after such transaction; and (ii) "Corporate
      Transaction"
      means a
      dissolution or liquidation of the Company, a sale of all or substantially all
      of
      the Company's assets, or a merger, consolidation or other capital reorganization
      of the Company with or into another corporation.