Exhibit 10.7


    
      EXHIBIT
        10.7

    

     

    
 

    ADDENDUM
      TO ACQUISITION AGREEMENT DATED DECEMBER 29, 2006 (“ACQUISITION AGREEMENT”) BY
      AND AMONG MALIBU MINERALS, INC., A NEVADA CORPORATION (“MALIBU”), FLEX FUELS
      ENERGY LIMITED, A COMPANY FORMED UNDER THE LAWS OF ENGLAND AND WALES (“FLEX
      FUELS”), CERTAIN
      SHAREHOLDERS OF FLEX FUELS (“SHAREHOLDERS”) AND GORDON ALAN EWART AND JON
      PENTON
      AND SUPPLEMENTARY AGREEMENT (THE “SUPPLEMENTARY AGREEMENT”THERETO DATED OF SAME
      DATE

    


    This
      Addendum (the “Addendum”) is made and entered into as of the 29th
      day of
      May 2007. Unless otherwise defined herein, capitalized terms used in this
      Addendum shall have the meaning given to them in the Acquisition Agreement.
      

    


    WHEREAS,
      the Acquisition Agreement contemplated a Private Placement of up to 15,061,729
      Stock Units (“Initial Amount”) of Malibu at US $0.90 per unit, or such other
      amounts as agreed to between the Parties in order to achieve the Main Funding
      of
      US $11,800,000 required for the Acquisition and US $400,000 in contingency
      expenses, for a net total after commissions of not less than US $12,200,000;
      

    


    WHEREAS,
      Malibu expects to close the Private Placement with the sale of up to 16,605,557
      Stock Units resulting in the delivery to Malibu, at closing of the Private
      Placement, of up to $15,000,000 (estimated to be $14,922,854) in gross proceeds,
      greater than contemplated at the time of execution of the Acquisition Agreement
      (“Increase in Main Funding”); and

    


    WHEREAS,
      the Parties, wish to allocate US $350,000 of the proceeds to an Investor
      Relations program (“IR Program”), to commence as soon as practicable but within
      one month of Completion.

    


    NOW,
      THEREFORE, in consideration of the respective covenants contained herein and
      intending to be legally bound hereby, the Parties hereto mutually agree as
      follows:

    


    1. Main
      Funding Amount. The Parties agree that the amount of the Main Funding shall
      be
      US up to $15,000,000 (estimated to be $14,922,854) consisting of up to
      16,666,667 Stock Units (estimated to be 16,580,949 Stock Units), such that
      US
      $11,800,000 shall be disbursed per Malibu’s directions directly to Flex Fuels,
      with the remaining net proceeds to be disbursed to Malibu per Malibu’s
      directions;

    


    2. The
      Parties agree that Flex Fuels has satisfied its delivery obligations of the
      Company Financial Statements pursuant to Section 8.1.8 of the Acquisition
      Agreement;

    


    3. (a)
       The
      Parties mutually agree that Section 8.1.9 of the Acquisition Agreement is hereby
      amended and replaced in its entirety with the following section: 

    


    
      
        
           

          
          

        

        
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    “the
      delivery of the Voting Trust Agreements entered into by the shareholders of
      the
      Purchaser holding in aggregate at least 11.5% of the issued and outstanding
      Stock Units on the Completion Date (the “11.5% Shareholders”), a form of which
      is annexed hereto as Exhibit I; such that the Purchaser will arrange for the
      11.5% Shareholders to enter into a Voting Trust Agreement with SRFF giving
      the
      Purchaser Majority Directors, the right to vote the Stock Units held by the
      11.5% Shareholders during the 12 month period from the Completion Date in favor
      of any resolution presented to all of the shareholders of Malibu in accordance
      with the directions of the Purchaser Majority Directors.”

    


    (b) The
      Parties agree that the Voting Trust Agreements have been entered into and
      delivered to Flex Fuels pursuant to Section 8.1.9 of the Acquisition Agreement,
      as amended by Section 3(a) of this Addendum, such that the 11.5% Shareholders
      shall deliver the certificates underlying the Voting Trust Agreements to SRFF
      within 20 calendar days of the Completion Date;

    


    4. (a)
       The
      Parties mutually agree that Section 8.1.10 of the Acquisition Agreement is
      hereby amended and replaced in its entirety with the following section:


    


    “the
      delivery by the Purchaser of the Lock-up Agreements entered into by the 11.5%
      Shareholders, a form of which is annexed hereto as Exhibit II.”

     

    (b) The
      Parties agree that Malibu has delivered the Lock-up Agreements have to Flex
      Fuels pursuant to Section 8.1.10 of the Acquisition Agreement, as amended by
      Section 4(a) of this Addendum;

    


    5. The
      Parties agree that the requirement for the Business Transfer Agreement and
      the
      requirement for the delivery of a duly executed Business Transfer Agreement
      in
      8.6.3 of the Acquisition Agreement are waived and that Completion is not
      conditional on delivery of the Business Transfer Agreement;

    


    6. (a)
       The
      Parties mutually agree that Section 8.6.2 of the Acquisition Agreement is hereby
      amended and replaced in its entirety with the following section: 

    


    “produce
      to the Shareholders a certified copy of the resolution of the board of the
      Purchaser authorizing the allotment and issue of the Consideration Shares to
      the
      Shareholders and appointing Gordon Alan Ewart and Paul Gothard as directors
      of
      the Purchaser; and”

    


    (b) The
      Parties agree that Malibu has delivered a copy of the unanimous written consent
      of its Board of Directors appointing Gordon Alan Ewart and Paul Gothard as
      members of the Board of Directors of Malibu effective as of the Completion
      Date;

    


    7. The
      Parties agree that as a result of the Increase in Main Funding, the number
      of
      issued and outstanding shares of Malibu’s common stock, $0.001 par value per
      share (the “Common Stock”) immediately prior to Completion shall be
      approximately 39,622,953;
      thereby pursuant to Section 3.3 of the Acquisition Agreement, the amount of
      Consideration Shares shall, immediately after Completion represent 38.55% of
      all
      of the issued and outstanding shares of Malibu’s Common
      Stock;

    


    
      
        
           

          
          

        

        
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    8. The
      Parties agree that Malibu has delivered to Flex Fuels in a reasonable manner
      a
      confirmation that the Common Stock has been approved for listing on the
      Principal Market (no further comments on Form 211 application), thereby
      satisfying Section 8.1.11 of the Acquisition Agreement; 

    


    9. Malibu
      acknowledges that contrary to the requirements set forth in Section 4.3 of
      the
      Acquisition Agreement, the Malibu Representative (or his alternate) has not
      been
      an attendee of the monthly board meetings of the board of directors of Flex
      Fuels as required under Section 4.3, and Malibu hereby waives this requirement
      and the condition of the presence of the Malibu Representative (or his
      alternate) during said meetings for purposes of achieving a quorum during said
      meetings of the board of directors of Flex Fuels;

    


    10. Malibu
      hereby agrees that the management agreements, set forth as #3-7, which are
      to be
      effective upon Completion, are to be entered into with Flex Fuels instead of
      Malibu, such that Gordon Alan Ewart, Jon Penton, Iestyn Morgan, Mark Ian Paulson
      and Paul Gothard shall serve as officers and/or directors of the Company and
      will be compensated by Flex Fuels for the provision of their services in their
      authorized capacities to Malibu pursuant to the agreements entered into with
      Flex Fuels;

    


    11. Annexed
      hereto as Exhibit A is a signed copy of the final Disclosure Letter delivered
      by
      the Company, the Shareholders, Gordon Alan Ewart and Jon Penton to
      Malibu;

    


    12. Annexed
      hereto as Exhibit B is a signed copy of the final Disclosure Letter delivered
      by
      Malibu to the Company, the Shareholders, Gordon Alan Ewart and Jon
      Penton;

    


    13. The
      Parties mutually agree that Section 10 of the Acquisition Agreement is hereby
      amended and replaced in its entirety with the following section: 

    


    “Not
      withstanding the provisions of 8.1.9 of the Acquisition Agreement as amended,
      as
      amended by Section 3(a) of the Addendum, dated as of the Completion Date entered
      into by the Parties, on Completion and for a twenty four month period
      thereafter, each of the Shareholders and each of the Remaining Shareholders
      agree to exercise all votes exercisable by each of them as a director and/or
      shareholder of the Purchaser in the respect only of, at any time, any
      nomination, appointment and removal of up to two directors of the board of
      directors of the Purchaser at one time in accordance with the directions of
      the
      25% Shareholders (the “Request”), unless otherwise required by the applicable
      SEC laws and regulations, the Purchaser’s state of incorporation’s laws, or the
      Principal Market rules or regulations. The “25% Shareholders” shall mean the
      shareholders of the Purchaser existing immediately prior to Completion
      (excluding the Shareholders
      and the Remaining Shareholders) holding in the aggregate not less than 25%
      of
      the total issued share capital of the Purchaser immediately after Completion
      and
      at the time of such Request.” 

    


    
      
        
           

          
          

        

        
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    14. The
      Parties agree that Completion shall take place on the date of the execution
      of
      this Agreement and hereby mutually waive the requirements of Section 8.2 of
      the
      Acquisition Agreement; 

    


    15. The
      Parties agree that the Definition of “JTC Trustee Ltd.” Set forth in Section 1.1
      of the Acquisition Agreement shall be amended and replaced in its entirety
      with
      the following definition:

    


      “JTC
      Trustee Ltd” Means JTC TRUSTEES LIMITED AS TRUSTEE OF THE LOGO INVESTMENT TRUST
      having its main office at the Jersey Trust Company, PO Box 1075, Elizabeth
      House, 9 Castle Street, St. Helier, Jersey, JE4 2QP, Channel
      Islands.

    


    16. Allocation
      of Proceeds to IR Program:

    


    a) The
      Parties agree that US $350,000 of the proceeds from the Private Placement shall
      be allocated to and utilized for the IR Program (the “Allocation”) that shall
      commence as soon as practicable but within one month of Completion;

     

    b) The
      Parties agree that the IR Program shall be directed by Thomas Barr, a member
      of
      the board of directors, and a non-executive officer, of Malibu, or any other
      member of the board of directors of Malibu as appointed by the 25% Shareholders
      pursuant to Section 10 of the Acquisition Agreement, as amended by Section
      13 of
      this Addendum, or otherwise designated in writing by the 25% Shareholders;
      and

    


    c) The
      Parties agree that the Allocation may only be varied with the consent of the
      director in (b) above, or as otherwise agreed to in writing by the 25%
      Shareholders.

    


    Effect
      of
      Addendum. Except as otherwise provided herein, all of the terms and conditions
      of the Acquisition Agreement shall continue with full force and effect. In
      the
      event of any conflict between the terms of this Addendum and the terms of the
      Acquisition Agreement, the terms of this Addendum shall control.

    


    IN
      WITNESS WHEREOF, this Addendum has been executed by the Parties as of the date
      first above written:

    


    [Remainder
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    MALIBU
      MINERALS, INC.

    


    


    By: /s/
      Thomas Barr

    
      
        

      

      Name: Thomas
        Barr

      Title: Vice
        President Of Alternative Fuel Operations and Director (Authorized
        Signatory)

    

    


    


    FLEX
      FUELS ENERGY LIMITED

    


    


    By: /s/
      Gordon Alan Ewart

    
      

    

    
    

    Name:
      Gordon Alan Ewart 

    Title:
      President

    


    


    SHAREHOLDERS

    


    


    /s/
      Iestyn Morgan

    
      

    

    Iestyn
      Morgan      

    


    


    


    /s/
      Mark Ian Paulson  

    
      

    

    Mark
      Ian
      Paulson      

    


    


    OTHERS

    


    


    /s/
      Gordon Alan Ewart

    
      
 Gordon
      Alan Ewart 

    


    


    /s/
      Jon Penton

    
      
Jon
      Penton 

    


    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK 

    SIGNATURE
      PAGE FOR SUPPLEMENTAL AGREEMENT’S SIGNATORIES FOLLOW]

    


    
      
        
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    [SIGNATURE
      PAGE OF SUPPLEMENTAL AGREEMENT’S SIGNATORIES

    TO
      ADDENDUM TO ACQUISITION AGREEMENT]

     

     

    Name:
      __________________________

    Signature
      of Authorized Signatory (if applicable):
      __________________________

    Name
      of
      Authorized Signatory: _________________________

    Title
      of
      Authorized Signatory: __________________________

    


     

    Name:
      __________________________

    Signature
      of Authorized Signatory (if applicable):
      __________________________

    Name
      of
      Authorized Signatory: _________________________

    Title
      of
      Authorized Signatory: __________________________

     

     

     

    


    
      
        
           

          
          

        

        
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    EXHIBIT
      A

    


    FLEX
      FUELS DISCLOSURE LETTER

     

     

     

     

    


    
      
        
           

          
          

        

        
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    EXHIBIT
      B

    


    MALIBU
      MINERALS DISCLOSURE LETTER