STOCK
PURCHASE AGREEMENT

    


    


    THIS
STOCK PURCHASE AGREEMENT (the "Agreement"), is made and
entered into as of the 6th day of March, 2009, by and among MOBILE VIDEO DEVELOPMENT,
INC., a corporation organized and existing under the laws of the State of
Delaware (the “Buyer”),
PAX CLEAN ENERGY, INC.,
a corporation organized and existing under the laws of the State of Delaware
(the “Company”).

    


    W
I T N E S S E T H:

    


    WHEREAS, the Company plans to designate
a class of stock to be designated as shares of Series A Convertible Preferred
Stock (the “Company
Shares”);
and

    


    WHEREAS, Buyer desires to acquire the
Company, and the Company wishes to be acquired by the Buyer, in each case in
accordance with and subject to the terms and conditions set forth herein;
and

    


    WHEREAS, this transaction is motivated,
in part, by the ability of the post-closing public vehicle to privately place
approximately $2,000,000 in new equity capital in a transaction which takes
place as soon as reasonably practicable following the Closing and the proceeds
of which the Company intends to use to execute its business plan;
and

    


    WHEREAS,
the parties hereto desire to enter into this Agreement pursuant to which, in
consideration for shares of capital stock of the Buyer (the “Buyer’s Shares”), Buyer will
purchase from the Company one share of the Company Shares for each share of the
Buyer’s Shares;

    


    NOW,
THEREFORE, in consideration of the premises and the mutual promises,
representations, warranties and covenants hereinafter set forth, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows:

    


    


    ARTICLE
1

    


    DEFINITIONS

    


    1.1           Definitions.  The following
words shall have the respective meanings given to them in this Article
1.

    


    


    
      	
            	
              1.1.1

            	
              “Action” has the
      meaning set forth in Section 3.7.

            


    

    


    
      	
            	
              1.1.2

            	
              “Affiliate” means with
      respect to any Person, any other Person which is controlling, controlled
      by, or under common control with, directly or indirectly, the Person
      referred to, and, if the Person referred to is a natural Person, any
      member of such Person’s immediate family.  The term “control” (including,
      with correlative meaning, the terms “controlled by” and “under common
      control with”) as used with respect to any Person, means the possession,
      directly or indirectly, of the power to direct or cause the direction of
      the management and policies of such Person, whether through the ownership
      of voting securities, by contract or
otherwise.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
            	
              1.1.3

            	
              “Agreement” means this
      Agreement as executed on the date hereof and as amended or supplemented in
      accordance with the terms hereof, including all Schedules and Exhibits
      attached hereto, as well as other documents to be furnished by the Parties
      as provided herein, which other documents shall be collectively referred
      to as the “Related
      Documents.”

            


    

    


    
      	
            	
              1.1.4

            	
              “Business” means any and
      all business activities in which the Company is engaged, as such business
      is conducted by the Company on the date hereof and as of the Effective
      Time.

            


    

    


    
      	
            	
              1.1.5

            	
              “Buyer” has the meaning
      set forth in the Preamble to this
Agreement.

            


    

    


    
      	
            	
              1.1.6

            	
              “Buyer’s Counsel Legal
      Opinion” means the legal opinion letter of counsel to Buyer, David
      Altshuler, Esq., in favor of the Company in such form as the Company shall
      reasonably require.

            


    

    


    
      	
            	
              1.1.7

            	
              “Buyer’s Shares” means
      100% of the issued and outstanding shares of Buyer’s common stock, par
      value $0.0001 per share, to be delivered to the Company by Buyer
      hereunder.

            


    

    


    
      	
            	
              1.1.8

            	
              “Closing” means the
      consummation of the transactions contemplated by this Agreement, as
      provided for in Section 2.3.

            


    

    


    
      	
            	
              1.1.9

            	
              “Closing Date” means the
      date on which the Closing occurs in accordance with this
      Agreement.

            


    

    


    
      	
            	
              1.1.10

            	
              “Code” means the
      Internal Revenue Code of 1986, as amended from time to
    time.

            


    

    


    
      	
            	
              1.1.11

            	
              “Company” has the
      meaning set forth in the Recitals to this
  Agreement.

            


    

    


    
      	
            	
              1.1.12

            	
              “Company’s Counsel Legal
      Opinion” means the legal opinion letter of counsel to the Company,
      Gersten Savage LLP, in favor of Buyer and its counsel in such form as
      Buyer may reasonably require.

            


    

    


    
      	
            	
              1.1.13

            	
              “Company Shares” means
      the shares of the Company’s Series A Convertible Preferred Stock, par
      value $0.0001 per share, with supermajority voting rights and such other
      rights and preferences as are specified in the Certificate of Designation,
      a form of which is attached hereto as Exhibit A, to
      be sold by the Company to Buyer
hereunder.

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              1.1.14

            	
              “Confidential
      Information” has the meaning set forth in Section
      5.1(b).

            


    

    


    
      	
            	
              1.1.15

            	
              “Contract” means any
      written or oral contract, agreement, arrangement, understanding, lease,
      indenture, mortgage, deed of trust, evidence of indebtedness, commitment
      or instrument, open purchase order or offer, to which the Company is a
      party or by which it or any of its assets is
  bound.

            


    

    


    
      	
            	
              1.1.16

            	
              “Effective Time” means
      the effective time of the Closing, which shall be deemed to be as of 12:01
      a.m. Eastern Time on the Closing
Date.

            


    

    


    
      	
            	
              1.1.17

            	
              “ERISA” means the
      Employee Retirement Income Security Act of 1974, as
    amended.

            


    

    


    
      	
            	
              1.1.18

            	
              “Escrow Agent” means
      Gersten Savage LLP.

            


    

    


    
      	
            	
              1.1.19

            	
              “Financial Statements”
      means (a) the unaudited balance sheets of the Company as of October 31,
      2008 and (b) the related unaudited quarterly statements of earnings,
      stockholders’ equity, changes in financial position and cash flows for the
      respective periods then ended, together, as to all the foregoing, with any
      notes or schedules thereto.

            


    

    


    
      	
            	
              1.1.20

            	
              “GAAP” means the
      accounting principles generally accepted in the United States, including
      as set forth in the opinions and pronouncements of the Accounting
      Principles Board of the American Institute of Certified Public Accountants
      and statements and pronouncements of the Financial Accounting Standards
      Board, applied consistently throughout the periods
    involved.

            


    

    


    
      	
            	
              1.1.21

            	
              “Government” means the
      United States of America, any other nation or state, any federal,
      bilateral or multilateral governmental authority, state, any possession,
      territory, local, county, district, city or other governmental unit or
      subdivision, and any branch, entity, agency, or judicial body of any of
      the foregoing.

            


    

    


    
      	
            	
              1.1.22

            	
              “Income Taxes” means any
      Tax imposed upon or measured by net income or gross income (excluding any
      Tax based solely on gross receipts) including any interest, penalty, or
      additions thereto, whether disputed or
not.

            


    

    


    
      	
            	
              1.1.23

            	
              “Indemnified Person”
      means a person entitled to indemnification pursuant to Article 8 of this
      Agreement.

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              1.1.24

            	
              “Indemnifying Party”
      means the party required to indemnify and hold harmless such Indemnified
      Person.

            


    

    


    
      	
            	
              1.1.25

            	
              “IRS” means the United
      States Internal Revenue Service.

            


    

    


    
      	
            	
              1.1.26

            	
              “Knowledge” means, with
      respect to any Person, such Person’s actual knowledge of facts or other
      information, after having made (a) due inquiry of any other Person who is
      primarily responsible for, and/or the primary custodian of records
      pertaining to, the subject matter as to which such Person’s knowledge is
      being asserted, and  (b) due investigation of all files and
      records in the possession or control of such Person and pertaining to the
      subject matter as to which such Knowledge is being
      asserted.  The words “know,” “knowing” and “known” shall be
      construed accordingly.

            


    

    


    
      	
            	
              1.1.27

            	
              “Law” means any statute,
      law, ordinance, decree, order, injunction, rule, directive, or regulation
      of any Government or quasi-governmental authority, and includes rules and
      regulations of any regulatory or self-regulatory authority compliance with
      which is required by any such statute, law, ordinance, decree, order,
      injunction, rule, directive, or
regulation.

            


    

    


    
      	
            	
              1.1.28

            	
              “Liabilities” or
      “Liability” means all debts, adverse claims, liabilities and/or
      obligations, direct, indirect, absolute or contingent, liquidated or
      unliquidated, whether accrued, vested or otherwise, and whether or not
      reflected or required to be reflected on the financial statements of a
      Person.

            


    

    


    
      	
            	
              1.1.29

            	
              “Lien” means any lien,
      security interest, mortgage, indenture, deed of trust, pledge, charge,
      adverse claim, easement, restriction or other encumbrance, including,
      without limitation, any liens arising in respect of any
    Tax.

            


    

    


    
      	
            	
              1.1.30

            	
              “Losses” means any
      damages, losses, charges, liabilities, claims, demands, actions, suits,
      proceedings, payments, judgments, settlements, assessments, deficiencies,
      taxes, interest, penalties, and costs and expenses, including removal
      costs, remediation costs, closure costs, fines, penalties and expenses of
      investigation, reasonable attorneys’ fees and costs, and reasonable
      out-of-pocket disbursements.

            


    

    


    
      	
            	
              1.1.31

            	
              “Material Adverse
      Effect” means any material adverse effect on (a) the Business,
      properties, assets, liabilities, profits, operations, results of
      operations or condition (financial or otherwise) of the Company, or (b)
      the validity or enforceability of this Agreement and/or any or all of the
      Related Documents, or the authority or ability of the Company to perform
      its obligations pursuant to this Agreement, but shall not be deemed to
      include (i) any adverse changes resulting from general economic,
      regulatory or political conditions, (ii) circumstances that affect the
      industries in which the Company operates generally unless expressly
      directed at or disproportionately affecting the Company, or (iii) any
      other event or occurrence which would customarily be considered to be
      force majeure in
      contracts of this type.

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              1.1.32

            	
              “Material Adverse Event”
      means the occurrence of any event, fact or circumstance that, individually
      or in the aggregate, is reasonably likely to have a Material Adverse
      Effect on the Company

            


    

    


    
      	
            	
              1.1.33

            	
              “Material Contracts” has
      the meaning set forth in Section
3.10(a).

            


    

    


    
      	
            	
              1.1.34

            	
              “Order” means an order,
      writ, injunction, or decree of any court or
  Government.

            


    

    


    
      	
            	
              1.1.35

            	
              “Ordinary Course” means,
      with respect to the Business of the Company, only the ordinary course of
      commercial operations customarily engaged in by the Company consistent
      with industry norms and the Company’s prior practices, and specifically
      does not include (a) any activity (i) involving the purchase or sale of
      the Company or of any product line or business unit of the Company, (ii)
      involving modification or adoption of any Plan, or (iii) which requires
      approval by the board of directors or shareholders of the Company, or (b)
      the incurrence of any material Liability for any tort or any breach or
      violation of or default under any Contract or
  Law.

            


    

    


    
      	
            	
              1.1.36

            	
              “Party” or “Parties” means any one
      or more of the parties to this Agreement, as the context may
      require.

            


    

    


    
      	
            	
              1.1.37

            	
              “Permitted Liens” means,
      collectively, (a) Liens for Taxes, fees, levies, duties or other
      governmental charges of any kind which are not yet delinquent or are being
      contested in good faith by appropriate proceedings, (b) Liens for
      landlords, common carriers, warehousemen, mechanics, materialmen,
      laborers, employees, suppliers, vendors in the ordinary course of business
      or similar liens arising by operation of law for amounts which are owed,
      but not yet delinquent, (c) purchase money security interests relating to
      the acquisition of goods in the Ordinary Course equal to, or less than,
      Five Thousand Dollars ($5,000) per individual acquisition, (d) in the case
      of real property, any matters, restrictions, covenants, conditions,
      limitations, rights, rights of way, encumbrances, encroachments,
      reservations, easements, agreements and other matters of record, such
      state of facts of which an accurate survey of the property would reveal,
      and (e) Liens arising from or related to immaterial indebtedness or
      capital leases of the Company or its Subsidiaries equal to, or less than,
      Five Thousand Dollars ($5,000) in each
case.

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              1.1.38

            	
              “Person” shall be
      construed broadly and shall include an individual, a partnership, a
      corporation, a limited liability company, an association, a joint stock
      company, a trust, a joint venture, an unincorporated organization or a
      Government entity (or any department, agency or political subdivision
      thereof).

            


    

    


    
      	
            	
              1.1.39

            	
              “Plan” means any
      agreement, arrangement, plan, or policy, whether or not written, that
      involves (a) any pension, retirement, profit sharing, savings, deferred
      compensation, bonus, stock option, stock purchase, phantom stock, health,
      welfare, or incentive plan; or (b) welfare or “fringe” benefits, including
      without limitation vacation, holiday, severance, disability, medical,
      hospitalization, dental, life and other insurance, tuition, company car,
      club dues, sick leave, maternity, paternity or family leave, or other
      benefits; or (c) any employment, consulting, engagement, or retainer
      agreement.

            


    

    


    
      	
            	
              1.1.40

            	
              “Sponsor” means any
      employer who is participating (or who has participated) in any
      Plan.

            


    

    


    
      	
            	
              1.1.41

            	
              “Tax” or “Taxes” means all
      taxes, charges, fees, levies, or other like assessments, including without
      limitation, all federal, possession, state, city, county and foreign (or
      governmental unit, agency, or political subdivision of any of the
      foregoing) income, profits, employment (including Social Security,
      unemployment insurance and employee income tax withholding), franchise,
      gross receipts, sales, use, transfer, stamp, occupation, property,
      capital, severance, premium, windfall profits, customs, duties, ad
      valorem, value added and excise taxes; pension guaranty and other similar
      premiums; and any other Government charges of the same or similar nature;
      including any interest, penalty or addition thereto, whether disputed or
      not and including any obligations to indemnify or otherwise assume or
      succeed to the Tax Liability of any other Person.  Any one of
      the foregoing Taxes shall be referred to sometimes as a “Tax.”

            


    

    


    
      	
            	
              1.1.42

            	
              “Tax Returns” means all
      reports, estimates, declarations, claims for refund, information
      statements and returns relating to or required by Law to be filed by the
      Company in connection with any Taxes, and all information returns (e.g.,
      Form W-2, Form 1099) and reports relating to Taxes and Taxes payable by,
      pursuant to, or in connection with, any Plans, including any amendment or
      supplement thereof.  Any one of the foregoing Tax Returns shall
      be referred to sometimes as a “Tax
      Return.”

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    
      	
              1.2 

            	
              Interpretation and
      Accounting Terms.

            


    

    


    
      	
            	
              1.2.1 

            	
              Interpretation.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Whenever
      in this Agreement the terms “include,” “includes,” “including,” and
      derivative or similar words, are used, they shall be construed to be
      followed by the phrase “without
limitation.”

            


    

    


    
      	
               
      

            	
              (b)

            	
              Whenever
      in this Agreement the term “agreement” is used, it shall be deemed to
      refer to binding agreements, commitments, leases, contracts, contract
      rights, licenses and sublicense agreements, quotations, purchase orders,
      customer orders, work orders and other executory
  rights.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Wherever
      in this Agreement a statute or other piece of legislation is referenced,
      such reference shall be deemed to include any and all amendments thereto,
      as well as any successor legislation which may be adopted subsequent to
      the date of this Agreement, and covering the same subject matter or the
      referenced statute or legislation.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Whenever
      in this Agreement the term “party to” is used in regard to an agreement,
      it shall be construed as meaning “party to or bound
  by.”

            


    

    


    
      	
               
      

            	
              (e)

            	
              Wherever
      in this Agreement reference is made to a Schedule “hereof” or “attached
      hereto” the contents of such Schedule shall be deemed to be incorporated
      into this Agreement by reference, as an integral part of this
      Agreement.

            


    

    


    
      	
               
      

            	
              (f)

            	
              The
      headings of the Articles, Sections and paragraphs of this Agreement are
      inserted for convenience of reference only and shall not constitute a part
      hereof.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Each
      reference in this Agreement to an Article, Paragraph, Section, Schedule or
      Exhibit, unless otherwise indicated, shall mean an Article, Paragraph or
      Section of this Agreement or a Schedule or Exhibit attached to this
      Agreement, respectively.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Whenever
      in this Agreement the terms “hereof,” “herein,” “hereby,” or derivative or
      similar words are used, such terms refer to this entire
      Agreement.

            


    

    


    
      	
               
      

            	
              (i)

            	
              All
      references herein to “days” in this Agreement are to consecutive calendar
      days unless Business Days are
specified.

            


    

    


    
      	
               
      

            	
              (j)

            	
              The
      language in all parts of this Agreement shall in all cases be construed as
      a whole according to its fair meaning, strictly neither for nor against
      any Party hereto, and without implying a presumption that the terms
      thereof shall be more strictly construed against one Party by reason of
      the rule of construction that a document is to be construed more strictly
      against the Person who itself or through its counsel prepared the same, it
      being agreed that representatives of both Parties have participated in the
      preparation hereof.

            


    

    


    
      	
               
      

            	
              (k)

            	
              Whenever
      in this Agreement the singular is used, it shall include the plural if the
      context so requires, and whenever the masculine gender is used in this
      Agreement, it shall be construed as if the masculine, feminine or neuter
      gender, respectively, has been used where the context so dictates, with
      the rest of the sentence being construed as if the grammatical and
      terminological changes thereby rendered necessary have been
      made.

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    1.3           Accounting
Terms.  All accounting
terms used herein which are not expressly defined in this Agreement shall have
the respective meanings given to them in accordance with GAAP.

     

    ARTICLE
2

    


    COVENANTS
AND UNDERTAKINGS

    


    2.1           Purchase
and Sale of Shares. Subject to the terms and conditions hereinafter set
forth, at Closing, the Company shall sell and deliver to Buyer such number of
Company Shares as is equal to the number of Buyer’s Shares, which Company Shares
shall be free and clear of all encumbrances. Such sale and delivery shall be
evidenced by a share certificate reasonably satisfactory in form and substance
to Buyer and its counsel.

    


    2.2           Consideration
for Sale of Company Shares.  In consideration for the Company
Shares, the obligations of the Company and the other rights of Buyer hereunder,
Buyer covenants to the Company that, as consideration for the Company Shares, it
shall contribute all of the Buyer’s Shares to the Company.  The
Buyer’s Shares, when transferred to the Company as set forth herein, shall be
free and clear of all encumbrances

    


    2.3           The
Closing.  The Closing shall take place within five (5) Business
days after all of the conditions to Closing required hereunder herein shall have
been fully complied with or waived, at 10:00 a.m. Eastern time on the Closing
Date, at the offices of Gersten Savage LLP, 600 Lexington Avenue, New York, NY
10022, or at such other time or place as the Parties may mutually agree in
writing; provided,
however, that in no event shall the Closing take place after May 15,
2009, assuming no review by the SEC of the Company’s Preliminary 14C; or July
15, 2009, in the event that the SEC notifies the Company of its intention to do
a limited or full review of the Preliminary 14C.  At Closing, the
Company shall deliver or cause to be delivered to Buyer the documents identified
in Article 6 hereof and Buyer shall deliver or cause to be delivered to the
Company the documents identified in Article 7 hereof.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    


    ARTICLE
3

    


    REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

    


    The Company hereby represents and
warrants to Buyer, as of the date of this Agreement and as of the Closing, that
the statements contained in this Article 3, are true and correct except for
events, transactions or occurrences expressly contemplated or required by this
Agreement.

    


    
      	
              3.1 

            	
              Corporate
      Existence and Power.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Company is a corporation validly existing and in good standing under the
      laws of the State of Delaware.  The Company has made available
      to Buyer true, complete and correct copies of its Articles of
      Incorporation and Bylaws, as currently in
  effect.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Company has all requisite corporate power and authority to own, lease and
      use its assets and to transact the Business, and holds all authorizations,
      franchises, licenses and permits required therefor and all such
      authorizations, franchises, licenses and permits are valid and
      subsisting.  The Company is in good standing in each of the
      jurisdiction(s) where it is duly licensed or qualified to do business as a
      foreign corporation and in any other jurisdiction where such license or
      qualification is required, and is in good standing in each such
      jurisdiction, except for jurisdictions where the failure to be so licensed
      or qualified would not, individually or in the aggregate, have a Material
      Adverse Effect.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Company has the corporate power, authority and capacity to execute and
      deliver this Agreement, to perform the Company’s obligations hereunder and
      in each Exhibit hereto, as applicable, and to consummate the transactions
      contemplated hereby and thereby.

            


    

    


    
      	
              3.2 

            	
              Valid
      and Enforceable Agreement; Authorization; Non-contravention.

            


    

    


    
      	
               
      

            	
              (a)

            	
              This
      Agreement has been duly executed and delivered by the Company, and
      constitutes a legal, valid and binding obligation of the Company,
      enforceable against the Company in accordance with its
      terms.  All action on the part of the Company and its officers ,
      directors and shareholders, necessary for the authorization, execution,
      delivery and performance of this Agreement, the Related Documents and the
      transactions contemplated hereby and thereby has been
    taken.

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby do not require any independent corporate
      action on the part of the Company.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Except
      as may be disclosed on Schedule
      3.2(c), the Company is not a party to, subject to or bound by any
      Contract, Law or Order which does or would (i) conflict with or be
      breached or violated or its obligations thereunder accelerated or
      increased (whether or not with notice or lapse of time or both) by the
      execution, delivery or performance by the Company of this Agreement, (ii)
      prevent the carrying out of the transactions contemplated
      hereby.  Except as described in Article 7 hereof, no permit,
      consent, waiver, approval or authorization of, or declaration to or filing
      or registration with, any Government or third party is required in
      connection with the execution, delivery or performance of this Agreement
      by the Company, or the consummation the Company of the transactions
      contemplated hereby, except for any such permits, consents, waivers,
      approvals, authorizations, declarations, filings or registrations the
      failure of which to obtain would not have a Material Adverse
      Effect.  Except as disclosed on Schedule
      3.2(c), the transactions contemplated hereby will not result in the
      creation of any Lien against the Company or any of its properties or
      assets, nor in the cancellation or modification of any license, agreement
      or arrangement to which the Company is a party, except for any such
      cancellations or modifications which would not, individually or in the
      aggregate, produce a Material Adverse
Effect.

            


    

    


    
      	
              3.3 

            	
              Capitalization
      and Ownership.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      authorized capital stock of the Company, and the names, addresses and
      holdings of the record holders thereof are set forth in Schedule 3.3(a)
      attached hereto. All of the Company Shares were duly authorized and
      validly issued, and are fully paid and non-assessable without restriction
      on the right of transfer thereof (other than restrictions on transfer
      solely pursuant to applicable state and federal securities
      laws).  Except for Buyer’s rights pursuant to this Agreement, or
      as otherwise set forth on Schedule
      3.3(a), (i) there are no authorized or outstanding (A) securities
      of the Company other than the Company Shares, or (B) warrants, preemptive
      rights, other rights, or options with respect to any securities of the
      Company, and (ii) the Company is not subject to any obligation to issue,
      sell, deliver, redeem, exchange, convert, repurchase, substitute or
      otherwise transfer, acquire or retire the Company Shares or any other
      securities of the Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Company does not have any subsidiaries.  Except as may be set
      forth on Schedule
      3.3(b), the Company does not directly or indirectly own or have any
      capital stock or other equity interest in any other Person (including,
      without limitation, any contractual, joint venture, profit sharing or
      other similar quasi-equity arrangement), and there are no Contracts to
      effect any of the foregoing to which the Company is a
    party.

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    3.4           Events
Subsequent to October 31, 2008.  Since October 31, 2008, except
as set forth on Schedule 3.4 attached
hereto, there has been no:

    


    
      	
               
      

            	
              (a)

            	
              Material
      Adverse Event or change in the business or condition (financial or
      otherwise), operations or results of operations of the Company, or to the
      Company’s Knowledge, current prospects, other than changes in the Ordinary
      Course (which changes have not, individually or in the aggregate, had a
      Material Adverse Effect);

            


    

    


    
      	
               
      

            	
              (b)

            	
              damage,
      destruction or loss, whether covered by insurance or not, affecting the
      tangible assets of the Company which individually exceeds $2,500 or in the
      aggregate exceeds $10,000;

            


    

    


    
      	
               
      

            	
              (c)

            	
              declaration,
      setting aside, or payment of any dividend or any distribution (in cash or
      in kind) with respect to any securities of the
  Company;

            


    

    


    
      	
               
      

            	
              (d)

            	
              sale
      or direct or indirect redemption, purchase or other acquisition of
      securities of the Company;

            


    

    


    
      	
               
      

            	
              (e)

            	
              increase
      in or commitment to increase compensation, benefits, or other remuneration
      to or for the benefit of any employee, shareholder, director, officer, or
      agent of the Company, or any benefits granted under any Plan with or for
      the benefit of any such employee, director, officer, or agent, except for
      increases in salary, wages or benefits in the Ordinary Course which
      individually exceeds $2,500 or in the aggregate exceeds
      $10,000;

            


    

    


    
      	
               
      

            	
              (f)

            	
              accrual
      or arrangement, whether direct or indirect, for, or payment of, bonuses or
      special compensation of any kind, or any severance or termination pay, to
      any present or former officer, director, or employee of the Company, other
      than in the Ordinary Course and provided that any such accrual or
      arrangement does not individually exceed $2,500 or in the aggregate exceed
      $10,000;

            


    

    


    
      	
               
      

            	
              (g)

            	
              material
      transaction entered into or carried out by the Company in connection with
      the Business other than in the Ordinary
Course;

            


    

    


    
      	
               
      

            	
              (h)

            	
              borrowing
      or incurrence of any indebtedness (including letters of credit and foreign
      exchange contracts), contingent or otherwise, by or on behalf of the
      Company or any endorsement, assumption, or guarantee of payment or
      performance of any such indebtedness or any Liabilities of any other
      Person by or on behalf of the Company other than in the Ordinary Course
      and provided that any such borrowing or incurrence of indebtedness does
      not individually exceed $2,500 or in the aggregate exceed
      $10,000;

            


    

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              change
      made by the Company with respect to its Tax or financial accounting, or
      the making of any Tax election;

            


    

    


    
      	
               
      

            	
              (j)

            	
              grant
      of any Lien (other than a Permitted Liens) with respect to the assets,
      properties or rights of the
Company;

            


    

    


    
      	
               
      

            	
              (k)

            	
              issuance
      by the Company of any security, including without limitation any option,
      warrant or right to receive any
security;

            


    

    


    
      	
               
      

            	
              (l)

            	
              change
      in the authorized capital or outstanding securities of the
      Company;

            


    

    


    
      	
               
      

            	
              (m)

            	
              payment
      of any obligation or liability (absolute or contingent) by the Company,
      other than current liabilities reflected in or shown on the Financial
      Statements and current liabilities incurred in the Ordinary
      Course;

            


    

    


    
      	
               
      

            	
              (n)

            	
              change
      in any accounting methods or practices by the Company (including, without
      limitation, any change in depreciation or amortization methods, policies,
      or rates);

            


    

    


    
      	
               
      

            	
              (o)

            	
              entry
      into, or amendment, modification, or termination of, any Material
      Contracts;

            


    

    


    
      	
               
      

            	
              (p)

            	
              waiver
      or release of any right or claim of the Company or cancellation of any
      debts or claims, except in the Ordinary Course and provided that any such
      waiver or release does not individually exceed $2,500 or in the aggregate
      exceed $10,000;

            


    

    


    
      	
               
      

            	
              (q)

            	
              capital
      expenditure by the Company individually exceeding $2,500 or in the
      aggregate exceeding $10,000; and

            


    

    


    
      	
               
      

            	
              (r)

            	
              any
      agreement by, or Board resolution authorizing, the Company to do any of
      the foregoing items.

            


    

    


    
      	
              3.5 

            	
              Undisclosed
      Liabilities.

            


    

    


    
      	
               
      

            	
              (a)

            	
              To
      the Company’s Knowledge, it does not have any Liabilities,
      except:

            


    

    


    
      	
               
      

            	
              (i)

            	
              those
      Liabilities identified on the Financial Statements and as may be reflected
      on Schedule 3.5(a) attached hereto;
or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              as
      incurred in the Ordinary Course since the date of the most recent
      Financial Statements (none of which has had or may reasonably be expected
      to have a Material Adverse Effect on the
  Company).

            


    

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              To
      the Company’s Knowledge, except as disclosed herein, there is no currently
      existing condition or circumstance which would reasonably be expected to
      result in such a Liability which would have a Material Adverse
      Effect.

            


    

    


    3.6           No Breach
of Law or Governing Document.  The Company is not (i) in
default under or in breach or violation of any Law, or of any provision of its
Articles of Incorporation or Bylaws, or (ii) the provisions of any Government
regulation, permit, franchise, or license, which breach or violation of such
regulation, permit, franchise, or license would have a Material Adverse Effect
on the Company.  The Company has not received any notice alleging any
such default, breach or violation.  Neither the execution of this
Agreement nor any Related Document, nor the Closing, does or will constitute or
result in any such default, breach or violation.  To the Company’s
Knowledge, the Company is not the subject or target of any threatened reviews,
actions, inquiries, investigations, or regulatory action by the US Securities
and Exchange Commission or any other regulatory agency having jurisdiction over
the Company, its assets and/or securities issued by the Company.

    


    3.7           Litigation.

    


    
      	
               
      

            	
              (a)

            	
              Except
      as maybe set forth in Schedule 3.7,
      there is no suit, claim, litigation, proceeding (administrative,
      regulatory, judicial, or in arbitration, mediation or alternative dispute
      resolution), Government or grand jury investigation, or other action (any
      of the foregoing, an “Action”), pending or, to the Company’s Knowledge,
      threatened, anticipated or contemplated, against the Company, involving
      the Business, or involving any of the Company’s properties, assets, rights
      or capital stock, or any of its directors, officers, agents, or other
      personnel in their capacity as such, including without limitation any
      Action challenging, enjoining, or preventing this Agreement, or the
      consummation of the transactions contemplated
  hereby.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Company is not currently and, to the Company’s Knowledge, has not been,
      subject to any Order other than Orders of general
      applicability.

            


    

    


    3.8           Owned and Leased Real
Property.

    


    
      	
               
      

            	
              (a)

            	
              There
      are no interests in real property owned by the
  Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Company does not lease any real
property.

            


    

    


    3.9          Licenses
and Permits.  The Company possesses all licenses,
permits and other authorizations and Governmental approvals required for the
conduct of the Business in the manner in which it is currently being
conducted.  Each such license or permit is valid and in full force and
effect and is not subject to any pending or, to the Company’s Knowledge,
threatened or contemplated administrative or judicial proceeding to revoke,
cancel or declare such license or permit invalid in any respect, except where
such action would not have a Material Adverse Effect on the
Business.  Upon Closing, the Company will have all right and authority
to conduct its activities pursuant to such licenses and permits.  The
Company is in compliance in all respects with such licenses and permits except
where such non compliance would have a Material Adverse Effect.  No
such license or permit has been, or to the Company’s Knowledge is threatened to
be, revoked, canceled, suspended or materially adversely
modified.  Neither the execution of this Agreement nor the Closing
does or will constitute or result in a material default under or violation of
any such license or permit.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    


    3.10          Filing of
Tax Returns and Payment of Taxes.  The Company has timely filed
all Tax Returns required to be filed by it.  To the Company’s
Knowledge, each such Tax Return has been prepared in compliance with all
applicable laws and regulations, and all such Tax Returns are true, accurate and
complete in all respects.  All Taxes that have become due and payable
by the Company have been timely paid, and, to the Company’s Knowledge, the
Company is not and will not be liable for any additional Taxes in respect of any
Taxable period or any portion thereof ending on or before December 31, 2008 in
an amount that exceeds the corresponding reserve therefor separately identified
in Schedule 3.10, if any, as reflected in the Financial Statement dated as of
October 31, 2008, and any Taxes of the Company arising after such date and at or
before the Closing have been or will be incurred in the ordinary course of the
Company’s business.  The Company has delivered to the Buyer true,
correct and complete copies of all Tax Returns filed by or with respect to it
with respect to Taxable periods ended before January 1, 2008, and has delivered
or made available to the Buyer all relevant documents and information with
respect thereto, including without limitation work papers, records, examination
reports, and statements of deficiencies proposed, assessed against or agreed to
by the Company.  No claim has ever been made by a Governmental agency
in a jurisdiction where the Company does not pay tax or file tax returns that
the Company is or may be subject to taxes assessed by such
jurisdiction.

    


    3.11          Contracts
and Commitments.  The only material contract to which the
company is a party is the Business and Management Services Agreement between
Hammond Management Corporation and the Company dated as of February 7, 2007 (the
“Hammond Management
Agreement”), which agreement shall terminate on Closing.  The
Company further represents and warrants that, as of the Effective Time, the
Company shall not be indebted to Hammond Management Corporation or its
executives or employees for the payment of compensation, fees, or other form of
consideration for any services rendered to the Company pursuant to such
agreement.

    


    3.12          Validity
of Contracts.  The Material Contract is a valid, binding and
enforceable obligation of the Company and, to the Company’s Knowledge, the other
parties thereto, in accordance with its terms and conditions, subject to the
qualification that the enforceability thereof may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws,
now or hereafter in effect, affecting creditors’ rights generally, and except
that the availability of equitable remedies, including specific performance, is
subject to the discretion of the court before which any proceeding for the
enforcement thereof may be brought, and further subject to any other legal
defenses to enforcement that may be available to the Company or the Company’s
Affiliates, as applicable, or any of them.  The Company is not, to the
extent it would create a current or future Liability of Buyer and/or the
Company, the Company has not been, and to the Company’s Knowledge, no other
party to a Material Contract is, in material breach or violation of or default
under the Material Contract, and no event has occurred that, through the passage
of time or the giving of notice, or both, would constitute, and neither the
execution of this Agreement nor the Closing hereunder do or will constitute or
result in, such a breach, violation or default on the part of any party thereto,
cause the acceleration of any Liability of the Company or any other party
thereto, or the creation of a Lien upon any assets of the Company or the Shares,
or require any consent thereunder.  The Company has provided or made
available to Buyer a true, complete and accurate copy of the Material
Contract.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    


    3.13          Labor
Matters.  The Company is not a party to or bound by any
collective bargaining, works council, union representation or similar
agreement.  The Company will not hire any employees nor enter into any
employment arrangements with any Person between the date of the Agreement and
the Closing.

    


    3.14          Employee
Benefit Matters.  The Company has
no Plan, whether or not subject to ERISA, which the Company maintains, or to
which the Company contributes, or has any obligation to contribute.

    


    3.15          Books and
Records and Financial Controls.

    


    
      	
               
      

            	
              (a)

            	
              True,
      correct and complete copies of the books of account, stock record books,
      minute books, bank accounts, and other corporate records solely relating
      to the Company (where necessary, redacted to exclude information not
      solely related to the Company) have been made available, and during the
      course of Buyer’s due diligence, will be made available to Buyer and such
      books and records have been maintained in accordance with good business
      practices consistently applied.  The minute book of the Company
      contains accurate and complete records of all meetings held of, and
      corporate action taken by, the stockholders, the Board of Directors, and
      any special committees of the Board of Directors of the Company, and no
      meeting of any such stockholders, Board of Directors, or special committee
      has been held for which minutes have not been prepared and are not
      contained in such minute books.  At the Closing, all of those
      books and records will be in the possession of the
  Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Company uses commercially reasonable efforts to establish proper and
      adequate internal accounting controls which provide reasonable assurance
      that (i) transactions are executed with management’s authorization; (ii)
      transactions are recorded as necessary to permit preparation of the
      financial statements of the Company and to maintain accountability for the
      Company’s assets; (iii) access to the Company’s assets is permitted only
      in accordance with management’s authorization; (iv) the reporting of the
      Company’s assets is compared with existing assets at regular intervals;
      and (v) accounts, notes and other receivables and inventory are recorded
      accurately, and proper and adequate procedures are implemented to effect
      the collection thereof on a current and timely
  basis.

            


    

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    3.16          Propriety
of Past Payments.  Except as may be set forth in Schedule 3.16
attached hereto, no finder’s fee or other payment has been, or will be, made by
or on behalf of the Company in respect of, or in connection with, any commitment
to any person, firm, corporation or other entity which is not a party to such
Contract or commitment.  No funds or assets of the Company have been
used for illegal purposes; no unrecorded funds or assets of the Company have
been established for any purpose; no accumulation or use of the Company’s
corporate funds or assets has been made without being properly accounted for in
the respective books and records of the Company; all payments by or on behalf of
the Company have been duly and properly recorded and accounted for in its books
and records; no false or artificial entry has been made in the books and records
of the Company for any reason; no payment has been made by or on behalf of the
Company with the understanding that any part of such payment is to be used for
any purpose other than that described in the documents supporting such payment;
and the Company has not made, directly or indirectly, any illegal contributions
to any political party or candidate, either domestic or foreign.

    


    3.17          Guarantees.  The Company is
not a guarantor, indemnitor, surety or accommodation party or, to the Company’s
Knowledge, otherwise liable for any indebtedness of any other Person, firm or
corporation except as endorser of checks received and deposited in the Ordinary
Course.

    


    3.18          Accuracy
of Information.  To the Company’s
Knowledge, none of the representations, warranties or statements of the Company
contained in this Agreement contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make any of such
representations, warranties or statements in this Agreement or in any Schedule
or Exhibit hereto not misleading.

     

    ARTICLE
4

    


    REPRESENTATIONS
AND WARRANTIES OF BUYER

    


    Buyer represents and warrants to the
Company and each Seller that, as of the date of this Agreement and the Closing,
the statements contained in this Article 4 are true and correct except for
events, transactions or occurrences contemplated or required by this Agreement,
or set forth on any Schedule hereto.

    


    4.1           Corporate
Existence and Power.

    


    
      	
               
      

            	
              (a)

            	
              Buyer
      is a corporation, validly existing and in good standing under the laws of
      the State of Delaware.

            


    

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              Buyer
      has all requisite corporate power and authority to own and use its assets
      and to transact the business in which it is engaged, and holds all
      franchises, licenses and permits required therefor.  Buyer is
      duly licensed or qualified to do business as a foreign corporation and is
      in good standing in each jurisdiction where such license or qualification
      is required except for jurisdictions where the failure to be so qualified
      would not, individually or in the aggregate, have a Material Adverse
      Effect.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Buyer
      has the corporate power, authority and capacity to enter into this
      Agreement, to perform its obligations hereunder, and to consummate the
      transactions contemplated hereby, and Buyer further represents and
      warrants that it has the authority to execute this Agreement on behalf of
      its shareholders, which authority shall be evidenced by a shareholder’s
      resolution which shall be executed by all of Buyer’s shareholders and
      delivered to the Company at
Closing.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Buyer
      is not a party to, subject to or bound by any Contract, Law or Order which
      would (i) be breached or violated or its obligations thereunder
      accelerated or increased (whether or not with notice or lapse of time or
      both) by the execution or delivery by Buyer of this Agreement or the
      performance by Buyer of the transactions contemplated by this Agreement,
      or (ii) prevent the carrying out of the transactions contemplated
      hereby.  Except as otherwise provided for herein, no waiver or
      consent of any third Person is required for the execution of this
      Agreement by Buyer or the consummation by Buyer of the transactions
      contemplated hereby.

            


    

    


    4.2           Valid and
Enforceable Agreement; Authorization.  This Agreement
constitutes a legal, valid and binding obligation of Buyer, enforceable against
it in accordance with its terms, except that such enforcement may be subject to
(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting or relating to enforcement of creditors’ rights generally and (ii)
general principles of equity.  The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized, approved and ratified by all necessary action on the part of
Buyer.

    


    4.3           Brokers,
Finders.  No finder, broker, agent, or other intermediary,
acting on behalf of Buyer, is entitled to a commission, fee, or other
compensation or Liability in connection with the negotiation or consummation of
this Agreement or any of the transactions contemplated hereby.

    


    4.4           Solvency.  As of the date
hereof and the Closing, and the Effective Time (both before and after giving
effect to the transactions contemplated by this Agreement),
Buyer:  (a) is and shall be solvent; (b) can and shall be able to meet
its Liabilities as they become due (including the obligations contained in this
Agreement); and (c) has or will have sufficient funds or binding credit
arrangements available to it to meet and pay its Liabilities under this
Agreement to which it is a party.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    


    4.5           Litigation.  There is no
Action pending or, to the Company’s Knowledge, threatened, anticipated or
contemplated, against the Company, involving the Business, or involving any of
the Company’s properties, assets, rights or capital stock, or any of its
directors, officers, agents, or other personnel in their capacity as such,
including without limitation any Action challenging, enjoining, or preventing
this Agreement, or the consummation of the transactions contemplated
hereby.  The Company is not currently and, to the Company’s Knowledge,
has not been, subject to any Order other than Orders of general
applicability.  The Company has not been or been threatened to be
subject to any Action or Order relating to personal injury, death, or property
or economic damage arising from products sold, licensed or leased and services
performed by the Company.

    


    4.6           Accuracy
of Information.  To the Company’s
Knowledge, none of the representations, warranties or statements of the Company
contained in this Agreement contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make any of such
representations, warranties or statements in this Agreement or in any Schedule
or Exhibit hereto not misleading.

     

    ARTICLE
5

    


    ADDITIONAL
COVENANTS OF THE PARTIES

     

    5.1           Confidentiality.

    


    
      	
               
      

            	
              (a)

            	
              Each
      party acknowledges that, during the course of due diligence, such party
      has and will become aware of confidential information and documents of the
      other party, and that its use of such confidential information and
      documents, or communication of such information to third parties, could be
      detrimental to the other party.  Each party covenants that prior
      to Closing all information and documents concerning the other party
      reviewed by it or its representatives in connection with this Agreement or
      the transactions contemplated hereby shall be maintained in confidence and
      shall not be disclosed or used by it or its representatives without the
      other party’s prior written consent, unless the party can demonstrate that
      such information is (a) otherwise publicly available, (b) in the party’s
      possession through disclosure by a third party not in violation of any
      confidentiality or other agreement or applicable Law, (c) required to be
      disclosed pursuant to judicial order, regulation or law, or (d) required
      to be disclosed by the rules of a securities exchange on which the party
      may from time to time be listed.  In the event that the party or
      any of its representatives becomes legally compelled to disclose any such
      information or documents as referred to in this Section, the party shall,
      to the extent reasonably practicable, provide the other party with prompt
      written notice before such disclosure, in order that the other party may
      either seek a protective order, at the other party’s expense, or seek
      another appropriate remedy preventing or prohibiting such disclosure or to
      waive compliance with the provisions of this Section 6.1 or
      both.  With respect to information and documents related to the
      other party, at the other party’s request, in the event that the Closing
      shall not occur, or as soon as practicable following termination of this
      Agreement, (a) the party shall, and shall cause its representatives to,
      promptly destroy all information and documents concerning the other party
      (including any copies thereof or extracts therefrom); (b) an officer of
      the party shall certify to the other party such destruction; and (c) the
      party shall and shall cause its representatives to keep confidential and
      not use any such information or documents unless required to disclose such
      information or documents pursuant to judicial order, regulation or
      law.

            


    

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              For
      purposes of this Agreement, the term “Confidential
      Information” shall mean any information or data which is disclosed
      by any party pursuant to or in furtherance of this Agreement and/or the
      consummation of the several transactions contemplated hereby, and which,
      if in tangible form or other media that can be converted into readable
      form, is clearly marked proprietary, confidential or private when
      disclosed or, if disclosed orally, is identified as proprietary,
      confidential or private at disclosure.  For orally transmitted
      information to be deemed Confidential Information, the disclosing party
      must furnish a written description in such detail as is necessary to
      identify such information to the recipient, and clearly marked as
      CONFIDENTIAL, within ten (10) business days of such oral disclosure by the
      disclosing party.  Confidential Information shall expressly
      not
      include any information which (i) becomes available to the general public
      through no breach of this Agreement; (ii) was previously known by the
      Recipient without any obligation to hold it in confidence; (iii) is
      received from a third party free to disclose such information without
      restriction; (iv) is approved for release by written authorization of the
      Company; or (v) is required by law to be disclosed, but only to the extent
      and for the purpose of such legal.

            


    

    


    5.2           Public
Disclosures.  The Buyer
understands that the Company is a publicly-listed corporation, and that the
disclosure of information concerning the Company and its business affairs and
financial condition is strictly regulated by the US Securities and Exchange
Commission and other legal and administrative bodies.  Accordingly,
the Buyer hereby agrees that under no circumstances shall such party make or
disseminate, or permit any other person to make or disseminate, any public
statement, press release or other disclosure concerning this Agreement, any
Schedule or Exhibit hereto, or the several transactions and relationships
contemplated hereby and thereby, without the prior, written consent of the
Company (which consent may be given or withheld in its sole
discretion).

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    


    5.3           Due
Diligence Review.  The Parties
understand and acknowledge that each party’s obligations to consummate the
transactions contemplated by this Agreement are contingent upon, among other
things, the completion, to each such parties’ reasonable satisfaction, of a
comprehensive due diligence review (i) of the Company (including, without
limitation, a review of the financial books and records of the Company), to be
conducted by or on behalf of Buyer by it or its designated representatives, and
(ii) of Buyer to be conducted by or on behalf of the Company or their designated
representatives.  To that end, each party shall permit the other, its
agents and representatives, reasonable access to the books, records, files,
assets and other items belonging to such party for purposes of completing the
due diligence review referenced above, as well as access to the management of
such party for such purpose, all during reasonable hours and with reasonable
notice in advance.

    


    5.4           Further
Assurances; Cooperation.  From and after
the Closing, the Parties shall do such acts and execute such documents and
instruments as may be reasonably required to make effective the transactions
contemplated hereby.  On or after the Closing Date, the parties shall,
on request, cooperate with one another by furnishing any additional information,
executing and delivering any additional documents and instruments, including
contract assignments, and doing any and all such other things as may be
reasonably required by the Parties or its counsel to consummate or otherwise
implement the transactions contemplated by this Agreement.

     

    ARTICLE
6

    


    CONDITIONS
PRECEDENT TO OBLIGATIONS OF BUYER

    


    The obligation of Buyer to proceed with
the Closing shall be subject to the satisfaction, on or prior to the Closing
Date, of each of the following conditions precedent, any of which may be waived
in whole or in part by Buyer:

    


    6.1           Accuracy
of Representations and Warranties and Performance of Obligations.  All
representations and warranties made by the Company in or pursuant to this
Agreement shall be true and correct in all material respects, and the Company
shall have performed or complied in all material respects with all covenants,
agreements and conditions contained in this Agreement on its part required to be
performed or complied with at or prior to the Closing.  The Company
shall deliver to Buyer at the Closing a Certificate, signed by the President of
the Company, certifying that the conditions stated in this Article 6 respecting
the Company have been fulfilled and that the representations and warranties set
forth in Section 3 are true and correct to the best of his
Knowledge.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    


    6.2           Consents
and Approvals.  The parties shall
have received all consents and approvals, and gave such notices, as may be
required for the Company to enter into, execute and perform the transactions
contemplated by this agreement and all such consents and approvals shall be in
full force and effect.  All necessary filings with Government
authorities or any other third parties shall have been made, including, without
limitation:

    


    
      	
               
      

            	
              (a)

            	
              Approval
      by the majority of the holders of the Company’s issued and outstanding
      shares of common stock of (A) an amendment to the Company’s Certificate of
      Incorporation to authorize 20,000,000 shares of blank-check preferred
      stock; (B) an increase in the Company’s authorized shares of common stock
      to 750,000,000 shares; (C) a change of the Company’s name to “Thwapr,
      Inc.” to more accurately reflect the new focus of the Company; and (D) an
      amendment to the Company’s Certificate of Incorporation to allow for
      supermajority preferred voting
rights;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      filing with the SEC of a Preliminary 14C Information Statement notifying
      non-consenting shareholders of the approval by the majority of the holders
      of the Company’s issued and outstanding shares of common stock of the
      actions described in Section
6.2(a);

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      filing with the SEC of a Definitive 14C Information
    Statement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      filing with the Delaware Secretary of State of an amended Certificate of
      Incorporation of the Company designating blank check preferred stock,
      increasing the Company’s authorized shares of common stock; changing the
      Company’s name and allowing for supermajority preferred voting rights;
      and

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      filing with the Delaware Secretary of State of a Certificate of
      Designation for a class of Series A convertible preferred stock with
      supermajority preferred voting
rights.

            


    

     

    All
licenses, permits, agreements and other items material to the conduct of the
Company’s business, as currently being conducted by the Company, shall continue
in full force and effect following the change in control of the Company, and
that any notice required to be given, or consent required to be obtained, in
advance of the Closing shall have been given or obtained, as applicable, prior
to the date thereof.

    


    6.3           Due
Diligence. The Company shall have delivered to the Buyer any and all
documents corresponding to the due diligence checklist provided to the Company
by Buyer, and Buyer and its representatives, accountants, legal advisors and/or
consultants shall have completed their due diligence review of the Company to
the Buyer’s reasonable satisfaction.

    


    6.4           Balance
Sheet.  The Company shall have delivered to the Buyer a balance
sheet dated as of the Closing Date reflecting direct and contingent liabilities
of less than $75,000 and the forgiveness of all loans by or payables to
management and directors of the Company outlined on Schedule
6.4.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    


    6.5           Outstanding
Equity Interests. As of the Closing Date, the Company shall have no
outstanding warrants, options or other equity interests other than 17,640,000
shares of common stock.

    


    6.6           Hammond
Management.  The Hammond Management Agreement shall terminate
effective as of the Effective Time.

    


    6.7           No
Litigation or Contrary Judgment.  On the Closing
Date there shall exist no valid Order, statute, rule, regulation, executive
order, stay, decree, judgment or injunction which prohibits or prevents the
consummation of the transactions contemplated by this Agreement that has not
been vacated, dismissed or withdrawn by the Effective Time.  All items
set forth on Schedule
3.2(c) shall have been resolved to the reasonable satisfaction of
Buyer.

    


    6.8           No
Material Adverse Effect.
There shall not have occurred, and/or be continuing at Closing, any event
that has had or reasonably would be expected to have a Material Adverse
Effect.

    


    6.9           Employees
of the Company.  As of the Closing
Date, all of the Company’s current officers and directors shall have resigned
and all of the Buyer’s designated officers and directors of the Company shall
have been elected.

    


    6.10           Deliveries
of the Company at Closing.  At Closing, the Company shall, as
indicated below, deliver or cause to be made available to Buyer the following
original completed documents, dated as of the Closing Date (unless otherwise
noted below), executed by the persons who are parties thereto, as
applicable:

    


    
      	
               
      

            	
              (a)

            	
              originally-executed
      copies of this Agreement, signed by the President of the Company and
      attested to by the Secretary of the
Company;

            


    

    


    
      	
               
      

            	
              (b)

            	
              certificates
      (or a duly signed and notarized Affidavit of Lost Stock Certificate)
      representing all of the Company Shares, free and clear of all Liens (other
      than restrictions solely evidencing the restricted nature of such Shares
      pursuant to applicable state and federal securities
  laws);

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      written resignation of each member of the Board of Directors and each
      executive officer, effective as of the Effective
  Time;

            


    

    


    
      	
               
      

            	
              (d)

            	
              originally
      executed copies of an Agreement between the Company, Hammond Management
      Corporation (“HMC”) and Scientific
      Biofuels Solutions, Ltd. (“SBS”), pursuant to
      which HMC and SBS agree to cancel their stock and to forgive all loans due
      to HMC and SBS by the Company at Closing and HMC and the Company agree to
      terminate the Hammond Management Agreement, effective as of the Closing
      Date, in accordance with the undertakings attached hereto as Exhibit
      B.

            


    

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

            	
              a
      Certificate, signed by the Secretary of the Company, attaching thereto,
      and certifying as true and correct, (i) copies of resolutions duly passed
      by the Board of Directors of the Company approving the entry of Company
      into this Agreement, and authorizing the Company to perform all of its
      obligations thereunder; (ii) the Articles of Incorporation of the Company,
      including all amendments thereto, and (iii) the Bylaws of the Company,
      including all amendments thereto;

            


    

    


    
      	
               
      

            	
              (f)

            	
              a
      long-form certificate of good standing of the Company, dated within five
      (5) Business Days of the Closing Date, from the Delaware Secretary of
      State (and of the Secretary of State of each State in which the Company is
      qualified or licensed as a foreign
corporation);

            


    

    


    
      	
               
      

            	
              (g)

            	
              all
      share transfer books, minute books and other corporate records of the
      Company;

            


    

    


    
      	
               
      

            	
              (h)

            	
              the
      certificate required of the Company’s President, pursuant to Section 6.1
      above;

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Company’s Counsel Legal Opinion;
and

            


    

    


    
      	
               
      

            	
              (j)

            	
              such
      other customary documents, instruments or certificates as shall be
      reasonably requested by Buyer and as shall be consistent with the terms of
      this Agreement.

            


    

    


    ARTICLE
7

    


    CONDITIONS
PRECEDENT TO OBLIGATIONS OF THE COMPANY

    


    The obligations of the Company to
proceed with the Closing shall be subject to the satisfaction, on or prior to
the Closing Date, of each of the following conditions precedent:

    


    7.1           Accuracy
of Representations and Warranties and Performance of
Obligations.  All representations and warranties made by Buyer
in this Agreement shall be true and correct in all material respects, except for
those representations and warranties that are qualified as to materiality which
shall be true and correct in all respects, on and as of the Closing Date with
the same effect as if such representations and warranties had been made on and
as of the Closing Date, except to the extent that any such representation or
warranty by its terms relates to an earlier date, and Buyer shall have performed
or complied in all material respects with all covenants, agreements and
conditions contained in this Agreement on its part required to be performed or
complied with at or prior to the Closing.  Buyer shall deliver to the
Company at the Closing a certificate of the President of Buyer certifying that
the conditions stated in this Section 7.1 have been fulfilled.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    


    7.2           Consents
and Approvals.  All required filings with Government
authorities or any other third parties shall have been made and any necessary
authorizations, consents or approvals required from such authorities or third
parties shall have been obtained and shall be in full force and
effect.

    


    7.3           No
Litigation or Contrary Judgment.  On the Closing Date there
shall exist no valid Order, statute, rule regulation, executive order, stay
decree, judgment or injunction which prohibits or prevents the consummation of
the transactions contemplated by this Agreement that has not been vacated,
dismissed or withdrawn by the Effective Time.

    


    7.4           Deliveries
of the Buyer at Closing.  At Closing, the Buyer shall, as
indicated below, deliver or cause to be made available to the Company the
following original completed documents, dated as of the Closing Date (unless
otherwise noted below), executed by the persons who are parties thereto, as
applicable:

    


    
      	
               
      

            	
              (a)

            	
              originally-executed
      copies of this Agreement, signed by the President of Buyer and attested to
      by the Secretary of Buyer;

            


    

    


    
      	
               
      

            	
              (b)

            	
              all
      required consents and approvals from Governments and third parties under
      Material Contracts;

            


    

    


    
      	
               
      

            	
              (c)

            	
              a
      Certificate, signed by the Secretary of Buyer, attaching thereto, and
      certifying as true and correct, (i) copies of resolutions duly passed by
      the Board of Directors of Buyer approving the entry of Buyer into this
      Agreement, and authorizing Buyer to perform all of its obligations
      thereunder; (ii) the Articles of Incorporation of Buyer, including all
      amendments thereto, and (iii) the Bylaws of Buyer, including all
      amendments thereto;

            


    

    


    
      	
               
      

            	
              (d)

            	
              a
      certificate of good standing of Buyer, dated within five (5) Business Days
      of the Closing Date, from the Delaware Secretary of
  State;

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      certificate required of the Buyer’s President, pursuant to Section 7.1
      above;

            


    

    


    
      	
               
      

            	
              (f)

            	
              the
      opinion of Buyer’s legal counsel described in Section 1.1.7
      hereof;

            


    

    


    
      	
               
      

            	
              (g)

            	
              A
      resolution signed by 90% of Buyer’s shareholders authorizing Buyer to
      enter into this Agreement on such shareholders’ behalf;
  and

            


    

    


    
      	
               
      

            	
              (h)

            	
              such
      other customary documents, instruments or certificates as shall be
      reasonably requested by Buyer and as shall be consistent with the terms of
      this Agreement.

            


    

    
 

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    


    ARTICLE
8

    


    SURVIVAL;
INDEMNIFICATION

    


    8.1           Survival
of Representations and Warranties.  All of the representations
and warranties made by any party in this Agreement, or any certificates or
documents delivered hereunder shall survive the Closing Date and consummation of
the transaction contemplated hereby and will continue for a period of two (2)
years following the Closing Date, at which time they shall expire unless and to
the extent a notice of claim is made prior to such expiration with respect to
any breach of such representation or warranty occurring prior to such expiration
and set out in such notice of claim. No Indemnified Person shall be entitled to
indemnification for breach of any representation and warranty unless a notice of
claim of such breach has been given to the Indemnifying Party within the period
of survival of such representation and warranty as set forth
herein.

    


    8.2           No
Special Damages.  Notwithstanding
anything to the contrary contained herein, no party shall be liable to or
otherwise responsible to any other party hereto, or any Affiliate of any other
party, for consequential, incidental, punitive or special damages or for
diminution in value or lost profits that arise out of or relate to this
Agreement or the performance or breach hereof or any Liability retained or
assumed hereunder.  

    


    8.3           Indemnification
By the Company.  From and after
the Closing, the Company shall indemnify, defend and hold harmless Buyer and its
respective Affiliates, directors, officers, employees and agents, each in their
capacities as such (the “Buyer
Indemnified Parties”), from, against and in respect of any Losses imposed
on, sustained, incurred or suffered by, or asserted against, any of the Buyer
Indemnified Parties, whether in respect of third party claims, claims among the
parties, or otherwise, directly or indirectly relating to, arising out or
resulting from (i) of breach or inaccuracy of any representation or warranty
made by the Company in Article 3 for the period such representation or warranty
survives and (ii) any breach of or failure by the Company to perform any
covenant, agreement or obligation of the Company in this Agreement.

    


    8.4           Indemnification
By Buyer.  From and after
the Closing, Buyer shall indemnify, defend and hold harmless the Company and its
directors, officers, employees and agents, each in their capacities as such (the
“Company Indemnified Parties”) from,
against and in respect of any Losses imposed on, sustained, incurred or suffered
by, or asserted against, any of the Company Indemnified Parties, whether in
respect of third party claims, claims among the parties, or otherwise, directly
or indirectly relating to, arising out of or resulting from (i) any breach or
inaccuracy of any representation or warranty contained in Article 4 for the
period such representation or warranty survives and (ii) any breach of or
failure by Buyer to perform any covenant, agreement or obligation of Buyer in
this Agreement.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    


    8.5           Claim
Notice.  An Indemnified
Person shall provide the Indemnifying Party a reasonably detailed written notice
of any claims that it may have pursuant to this Article 8 (a “Claim Notice”), and in the
event that there be asserted against any Indemnified Person any written claim or
demand for which an Indemnifying Party may be obligated to indemnify any
Indemnified Person hereunder (a “Third Party Claim”), the
Indemnified Person shall provide to the Indemnifying Party a Claim Notice with
respect thereto within 30 days following the Indemnified Person’s receipt of
such claim (and no fewer than 10 days prior to a scheduled appearance date in a
litigated matter).  The failure to so notify the Indemnifying Party
shall not relieve the Indemnifying Party of any liability that it may have to
the Indemnified Person, except to the extent that the Indemnifying Party
demonstrates that it has been materially prejudiced thereby.

    


    8.6           Third
Party Claims.  With respect to
each Third Party Claim that is the subject of a Claim Notice:

    


    
      	
               
      

            	
              (a)

            	
              The
      Indemnifying Party shall be entitled, to the extent permitted by
      applicable Law, to assume and control the defense of such Third Party
      Claim with counsel approved by the Indemnified Person (which approval may
      not unreasonably be withheld, delayed or conditioned).  If the
      Indemnifying Party elects to assume and control such defense, it shall be
      conclusively established that the Indemnifying Party is obligated (subject
      to the other provisions of this Article 8) to indemnify and reimburse the
      Indemnified Person in respect of the matters described in the Claim
      Notice.  Notwithstanding the foregoing, if (i) the Indemnified
      Person shall have reasonably concluded that there is a reasonable
      probability that the Third Party Claim may materially and adversely affect
      it or its Affiliates other than as a result of monetary damages for which
      the Indemnified Person would be entitled to indemnification or
      reimbursement under this Article 8, or (ii) the actual or potential
      defendants in, or targets of, such Third Party Claim include both the
      Indemnifying Party and the Indemnified Person, and the Indemnified Person
      shall have reasonably concluded that there may be legal defenses available
      to it which are different from or additional to those available to the
      Indemnifying Party, then, in either such case, the Indemnifying Party
      shall not have the right to assume or control such
  defense.

            


    

    


    
      	
               
      

            	
              (b)

            	
              After
      the Indemnifying Party duly assumes the defense of such Third Party
      Claim:

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Indemnified Person shall have the right to, but shall not be obligated to,
      employ separate counsel and to participate in the defense of such Third
      Party Claim.  The Indemnifying Party shall reimburse the
      Indemnified Person for the reasonable fees and disbursements of such
      separate counsel as incurred, if:  (A) the actual or potential
      defendants in, or targets of, such Third Party Claim include both the
      Indemnifying Party and the Indemnified Person, and the Indemnified Person
      shall have reasonably concluded that there may be legal defenses available
      to it which are different from or additional to those available to the
      Indemnifying Party, (B) the Indemnifying Party shall not have employed
      counsel reasonably satisfactory to the Indemnified Person to represent the
      Indemnified Person within a reasonable time after electing to assume the
      defense of the Third Party Claim, or (C) the Indemnifying Party shall
      authorize the Indemnified Person to employ separate counsel at the
      Indemnifying Party's expense.

            


    

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Indemnified Person shall cooperate in all reasonable respects with the
      Indemnifying Party in connection with such defense and all costs and
      expenses incurred by the Indemnified Person in connection therewith shall
      be a liability of, and shall be paid by, the Indemnifying Party as
      incurred.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      Indemnifying Party shall not settle, compromise, admit liability or
      consent to the entry of judgment in connection with such Third Party
      Claim, nor shall it offer to do so, in any such case without the
      Indemnified Person’s written consent, unless (A) no finding or admission
      of any violation of Law or any violation of the rights of any Party can be
      made as the result of such action and such action will have no effect on
      other claims that have been made or are reasonably likely to be made
      against the Indemnified Person, and (B) the sole relief (if any) provided
      is monetary damages that are reimbursed in full by the Indemnifying
      Party.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      Indemnifying Party shall have no liability with respect to any compromise,
      settlement or discharge of the Third Party Claim effected without its
      written consent (which consent may not unreasonably be withheld, delayed
      or conditioned).

            


    

    


    
      	
               
      

            	
              (c)

            	
              If
      the Indemnifying Party has not provided written notice to the Indemnified
      Person of its election to assume and control the defense of such Third
      Party Claim within 15 days following its receipt of the Claim Notice, then
      (i) the Indemnifying Party shall be bound by any action taken, or any
      compromise or settlement effected by the Indemnified Person prior to the
      assumption of such defense by the Indemnifying Party, and (ii) to the
      extent that such Third Party Claim is subject to indemnification or
      reimbursement under this Article 8, all costs and expenses incurred by the
      Indemnified Person in defending the Third Party Claim (including but not
      limited to legal, accounting and other professional fees and
      disbursements, removal costs, remediation costs, closure costs and
      expenses of investigation, preparation, defense and ongoing monitoring)
      shall be a liability of, and shall be paid by, the Indemnifying Party as
      incurred.  If the Indemnifying Party has not provided such
      notice within 60 days following its receipt of the Claim Notice, the
      Indemnifying Party shall thereafter have no right to assume or control
      such defense.

            


    

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              The
      Indemnified Person and the Indemnifying Party shall keep each other fully
      informed concerning the status of such Third Party Claim and any related
      proceedings at all stages thereof, and shall render to each other such
      assistance as they may reasonably require of each other and shall
      cooperate with each other in good faith in order to ensure the proper and
      adequate defense of such Third Party
Claim.

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Indemnified Person and the Indemnifying Party shall use reasonable best
      efforts to avoid production of confidential information (consistent with
      applicable Law and rules of procedure), and to cause all communications
      among employees, counsel and other representatives of the Indemnified
      Person and the Indemnifying Party to be made so as to preserve any
      applicable attorney-client or work-product
  privileges.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Each
      Party hereby consents to the non-exclusive jurisdiction of any court in
      which a Third Party Claim is brought for purposes of any claim for
      indemnification or reimbursement with respect to such Third Party Claim or
      the matters alleged therein, and agrees that process may be served on such
      Party with respect to any such claim anywhere in the
  world.

            


    

    


    8.7           Mitigation.  Each Indemnified
Person shall use its commercially reasonable efforts to mitigate any
indemnifiable Loss.  In the event any Indemnified Person fails to so
mitigate an indemnifiable Loss, the Indemnifying Party shall have no liability
for any portion of such Loss that reasonably could have been avoided had the
Indemnified Person made such efforts.

    


    8.8           Limitations
on Indemnification.  Other than with respect to any
indemnification claim made with respect to Losses arising from a claim, action
or proceeding related to (a) breaches of the representations and warranties
contained in Sections 3.5, or (b) fraudulent or willful breaches, no claim for
indemnification for breaches of representations or warranties shall be brought
by Buyer pursuant to this Section 8 unless the aggregate amount of all claims
for Losses pursuant to such section (without regard to any materiality or
Material Adverse Effect qualifiers) are greater than $10,000 in the
aggregate.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
9

    


    MISCELLANEOUS
PROVISIONS

    


    9.1           Notices.  All notices,
requests, demands, and other communications required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given (a)
when delivered in person, (b) by facsimile, receipt confirmed, (c) on the next
Business Day when sent by overnight courier, or (d) on the second succeeding
Business Day when sent by registered or certified mail (postage prepaid, return
receipt requested), to the respective Parties at the following addresses (or at
such other address for a Party as shall be specified by like
notice):

     

    
      	
            	
              If
      to Buyer: 

            	
              Mobile
      Video Development, Inc.

            


    

    15332
Antioch Street, No. 840

    Pacific
Palisades, CA 90272

    
      	
            	
              Attn: 

            	
              Bruce
      Goldstein

            


    

    CEO

     

    With a
copy (which shall

    
      	
            	
               not
      constitute notice) to:

            	
              David
      Altshuler, Esq.

            


    

    15332 Antioch Street, No.
840

    Pacific Palisades, CA
90272

    


    


    
      	
            	
              If
      to the Company:   

            	
              Pax
      Clean Energy

            


    

    1278
Laurel Road

    North
Saanich, BC

    Canada
V8L 5K8

    
      	
            	
              Attn: 

            	
              Paul
      Leslie Hammond

            


    

    President

    


    With a
copy (which shall

    
      
        	
              	
                not
      constitute notice) to:

              	
                Gersten
      Savage LLP

              


      

    

    600
Lexington Avenue, 9th
Floor

    New York,
New York 10022

    
      	
            	
              Attn: 

            	
              David
      E. Danovitch, Esq.

            


    

    Partner

    


    


    9.2           Termination.  This
Agreement may be terminated at any time prior to the Effective Time only by
mutual written consent of Buyer and the Company; provided, however, that nothing
herein shall prevent either party from unilaterally terminating this Agreement
in the event that a condition precedent has not been satisfied or there has been
a breach of a representation or warranty.  In the event of any
termination of this Agreement as provided in this Section 9.2, this Agreement
shall forthwith become wholly void and of no further force and effect and there
shall be no Liability on the part of Buyer or the Company, except that the
provisions of Article 5 shall survive any such termination of this
Agreement.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    


    9.3           Entire
Agreement.  This Agreement
and the Schedules and Exhibits hereto embody the entire agreement and
understanding of the Parties hereto with respect to the subject matter hereof,
and supersede all oral or written, prior or contemporaneous, agreements and
understandings relative to such subject matter.

    


    9.4           Amendment
and Modification.  To the extent permitted by applicable Law,
this Agreement shall be amended, modified or supplemented only by a written
agreement signed by all of the Parties to this Agreement.

    


    9.5           Assignment;
Binding Agreement.  This Agreement and various rights and
obligations arising hereunder shall inure to the benefit of and be binding upon
the Parties hereto and their respective successors, and permitted
assigns.  Neither this Agreement nor any of the rights, interests, or
obligations hereunder shall be transferred, delegated, or assigned (by operation
of law or otherwise), by the Parties hereto without the prior written consent of
the other Parties, except that Buyer may assign its rights hereunder to any
subsidiary corporation formed for the purpose of accomplishing the acquisition
contemplated by this Agreement.

    


    9.6           Waiver of
Compliance; Consents.  Any failure of the Company, on the one
hand, or Buyer, on the other hand, to comply with any obligation, covenant,
agreement or condition herein may be waived by Buyer, on the one hand, or the
Company, on the other hand, and then only by a written instrument signed by the
Party or Parties granting such waiver, but such waiver or failure to insist upon
strict compliance with such obligation, covenant, agreement or condition shall
not operate as a waiver of, or estoppel with respect to, any subsequent or other
failure.  Whenever this Agreement requires or permits consent by or on
behalf of any Party hereto, such consent shall be given in writing in a manner
consistent with the requirements for a waiver of compliance as set forth in this
Section 9.6.

    


    9.7           Expenses.  All
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the Party incurring such costs
or expenses.

    


    9.8           Counterparts,
Facsimiles.  This Agreement
may be executed in multiple counterparts, and on separate counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.  Facsimiles containing
original signatures shall be deemed for all purposes to be originally signed
copies of the documents which are the subject of such facsimiles.

    


    9.9           Severability.  If
any provision of this Agreement shall be determined to be contrary to Law and
unenforceable by any court of Law, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby are not
affected in any manner materially adverse to any Party.  Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the extent possible.

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    


    9.10         Governing
Law; Venue.

    


    
      	
               
      

            	
              (a)

            	
              This
      Agreement shall be governed by and construed in accordance with the
      internal laws of the State of New York applicable to the performance and
      enforcement of contracts made within such state, without giving effect to
      the law of conflicts of laws applied thereby.  In the event that
      any dispute shall occur between the parties arising out of or resulting
      from the construction, interpretation, enforcement or any other aspect of
      this Agreement, the Parties may bring an action in any federal court of
      competent jurisdiction.  In the event either Party shall be
      forced to bring any legal action to protect or defend its rights
      hereunder, then the prevailing party in such proceeding shall be entitled
      to reimbursement from the non-prevailing party of all fees, costs and
      other expenses (including, without limitation, the reasonable expenses of
      its attorneys) in bringing or defending against such
    action.

            


    

    


    
      	
               
      

            	
              (b)

            	
              EACH
      AND EVERY PARTY HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
      MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
      DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND
      UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
      RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
      RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS
      AGREEMENT.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO
      REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
      EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
      LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
      UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH
      PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED
      TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN
      THIS SECTION 9.10(b).

            


    

    


    9.11         No Third
Party Beneficiaries or Other Rights.  Nothing herein
shall grant to or create in any Person not a Party hereto, or any such Person’s
dependents or heirs, any right to any benefits hereunder, and no such Party
shall be entitled to sue any Party to this Agreement with respect
thereto.  The representations and warranties contained in this
Agreement are made for purposes of this Agreement only and shall not be
construed to confer any additional rights on the Parties under applicable state
and federal securities laws.

    


    9.12         Further
Assurances.  Each Party hereto shall execute and/or cause to be
delivered to each other Party hereto such instruments and other documents, and
shall take such other actions, as such other party may reasonably request (prior
to, at or after the Effective Date) for the purpose of carrying out or
evidencing any of the transactions contemplated herein.

     

    [SIGNATURES
APPEAR ON THE FOLLOWING PAGE]

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be
executed as of the date first above written.

     

    
      	“THE BUYER”	 	 	 
	 	 	 	 	 
	MOBILE VIDEO DEVELOPMENT,
      INC.  	 	ATTEST:
	 	 	 	 	 
	 	 	 	 	 
	By:    	 /s/ Bruce
      Goldstein  	 	By:  	 /s/ David
      Altshuler
	 	 Bruce
      Goldstein         	 	 	 David
      Altshuler
	 	 Chief
      Executive Officer   	 	 	 Secretary


    

     

    
      
        	“THE
      COMPANY”	 	 	 
	 	 	 	 	 
	PAX CLEAN ENERGY,
      INC.	 	ATTEST:
	 	 	 	 	 
	 	 	 	 	 
	By:    	 /s/ Paul
      Leslie Hammond      	 	By:  	 /s/ Miodrag
      Andric
	 	 Paul Leslie
      Hammond        	 	 	 Miodrag
      Andric
	 	 President and
      Director      	 	 	 Secretary


      

    

     

    
      
        
          	 	 	ATTEST:
	 	 	 	 	 
	 	 	 	 	 
	By:    	 /s/ Miodrag
      Andric      	 	By:  	 /s/ Paul
      Leslie Hammond
	 	 Miodrag
      Andric         	 	 	 Miodrag
      Andric
	 	 Director      	 	 	 Paul Leslie
      Hammond
	 	 	 	 	 
	 	 	 	 	 
	/s/ Paul Leslie
      Hammond       	 	 	 
	
                  Paul
      Leslie Hammond

                  Individually

                	 	 	 
	 	 	 	 	 
	/s/ Miodrag
      Andric	 	 	 
	
                  Miodrag
      Andric

                  Individually

                	 	 	 
	 	 	 	 	 
	 	 	 	 	 


        

      

       

      
        
          
          

        

        
          -32-

          
            

          

        

        
          
          

        

      

    

     

    
      Exhibit
A

      


      Form of
Certificate of Designation

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      FORM
OF

      CERTIFICATE
OF DESIGNATION OF THE RELATIVE

      RIGHTS
AND PREFERENCES

      OF
THE

      SERIES
A CONVERTIBLE PREFERRED STOCK

      OF

      PAX
CLEAN ENERGY, INC.

      


      The
undersigned, the President of Pax Clean Energy, Inc., a Delaware corporation
(the “Company”), in accordance with the provisions of the Delaware General
Corporation Law (the “DGCL”), does hereby certify that, pursuant to the
authority conferred upon the Stockholders and the Board of Directors by the
General Corporation Law of the State of Delaware, the following resolution
creating a series of preferred stock, designated as Series A Convertible
Preferred Stock, was duly adopted on _____________, 2009, as
follows:

      


      RESOLVED,
that pursuant to the authority expressly granted to and vested in the Board of
Directors of the Company by provisions of the Certificate of Incorporation of
the Company (the “Certificate of Incorporation”), there hereby is created out of
the shares of the Company’s preferred stock, par value $0.0001 per share,
authorized in Article _____ of the Certificate of Incorporation (the “Preferred
Stock”), a series of Preferred Stock of the Company, to be named “Series A
Convertible Preferred Stock,” consisting of Sixteen million (16,000,000) shares,
which series shall have the following designations, powers, preferences and
relative and other special rights and the following qualifications, limitations
and restrictions:

      


      Section
1.          Designation and
Amount. The number of shares of the Preferred Stock hereby designated as
Series A Convertible Preferred Stock (“Series A Preferred
Stock”) shall be 16,000,000 shares.  Certificates evidencing
the Series A Preferred Stock shall contain the following legend:

      


      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS.  THESE
SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES
UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR
THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE
SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS.”

      


      “THE
RIGHTS, PREFERENCES, AND PRIVILEGES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED FOR A PERIOD OF
THREE YEARS FROM THE DATE OF ISSUE ON THIS CERTIFICATE.”

      


      Section
2.          Issuance of Additional
Shares.  The number of authorized shares of the Series A
Preferred Stock may be reduced or eliminated by the Board of Directors of the
Company or a duly authorized committee thereof in compliance with the Delaware
General Corporation Law stating that such reduction has been authorized, but the
number of authorized shares of Series A Convertible Preferred Stock shall not be
increased by the Board of Directors of the Company without the affirmative vote
of holders of a majority of the outstanding Series A Convertible Preferred
Stock.  Notwithstanding the foregoing, the number of authorized shares
of Series A Convertible Preferred Stock shall not be reduced below the number of
Series A Convertible Preferred Stock then outstanding.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Section
3.          Dividends and
Distributions. The Series A Convertible Preferred Stock shall not be
entitled to any accrued, paid, fixed or stated dividend.

      


      Section
4.          Supermajority Voting
Rights. The holders of shares of Series A Convertible Preferred Stock
shall have five (5) times that number of votes on all matters submitted to the
Company’s shareholders entitled to vote on such matters as of the record date
or, if no such record date is established, at the date such vote is taken or any
written consent of such shareholders is effected.

      


      Section
5.          Conversion.  Beginning
no earlier than three (3) years from the date of issuance of the Series A
Convertible Preferred Stock and provided that the Company has received a minimum
of ten million (10,000,000) subscribers of the mobile-to-mobile video service
offered by the Company, each holder of shares of Series A Convertible Preferred
Stock (the “Holders”) shall have the right to convert such shares into shares of
the Company’s common stock at the rate of thirty-six (36) shares of common stock
for every share of Series A Convertible Preferred Stock.  The Holders
shall, upon conversion of the Series A Convertible Preferred Stock, have the
same rights, privileges and obligations as the holders of the Company’s common
stock; provided,
however, that such converted shares shall remain subject to the transfer
restrictions outlined in Section 6, below.

      


      Section
6.          Prohibition of Pledge, Sale
or Transfer.  The pledge, sale, or other transfer of the Series
A Convertible Preferred Stock, including (i) the use of the Series A Convertible
Preferred Stock as collateral for borrowing, or (ii) the granting of purchase
options to any other person or entity, shall be prohibited until the earlier to
occur of (x) three (3) years from the date of issuance of such Series A
Convertible Preferred Stock; or (y) upon the occurrence of a Change in Control;
provided, however, that
a transfer by a Holder, (certified by the Holder to the Company that such
transfer is for estate planning purposes), to (A) to an immediate family member;
or (B) a trust, corporation, limited partnership or limited liability company
created by a Holder and in which the beneficial interest of such trust and/or
equity ownership of any such entity is for the principal benefit of the Holder
and/or the Holder’s immediate family, shall be permitted.  To the
extent of any permitted transfer, such transferred shares shall still,
nonetheless, be subject to the provisions set forth in this Certificate of
Designation.

      


      For
purposes hereof, a “Change of Control” shall be deemed to occur if:

      


      
        	
                 
      

              	
                (i)

              	
                any
      person, entity or group (as such terms are used in Sections 13(d) and
      14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”),
      other than the Company or an employee benefit plan of the Company,
      acquires, directly or indirectly, the beneficial ownership (as defined in
      Section 13(d) of the Act) of any voting security of the Company, and
      immediately after such acquisition such person, entity or group is,
      directly or indirectly, the beneficial owner of securities representing
      fifty one percent (51%) or more of the total voting power of all of the
      then outstanding voting securities of the Company entitled to vote
      generally in the election of directors;
or

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                upon
      the first purchase of common or preferred shares of the Company pursuant
      to a tender or exchange offer (other than a tender or exchange offer made
      by the Company); or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      stockholders of the Company shall approve a merger, consolidation,
      recapitalization or reorganization of the Company, or consummation of any
      transaction which results in more that fifty one percent (51%) of the
      total voting power represented by the voting securities of the surviving
      entity outstanding immediately after such transaction being beneficially
      owned by other than the holders of all of the outstanding voting
      securities of the Company immediately prior to the transactions with the
      voting power of each such continuing holders relative to other such
      continuing holders not substantially altered in the
      transaction.

              


      

      


      Section
7.          Reacquired Shares.
Any shares of Series A Convertible Preferred Stock purchased or otherwise
acquired by the Company in any manner whatsoever shall be retired and canceled
promptly. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein and in the Certificate of Incorporation, as then amended.

      


      Section
8.          Liquidation, Dissolution or
Winding Up. Upon any liquidation, dissolution or winding up of the
Company, the holders of shares of Series A Convertible Preferred Stock shall be
entitled to receive an aggregate amount per share equal to the amount he would
have otherwise held if those shares have been converted into shares of Common
Stock.

      


      Section
9.          Ranking. The Series A
Convertible Preferred Stock shall rank [senior] to all other series of the
Company's Preferred Stock as to the payment of dividends and the distribution of
assets, unless a majority in interest of the holders of Series A Convertible
Preferred Stock agree otherwise.

      


      Section
10.        Fractional Shares. No
fractional shares of Common Stock or scrip representing fractional shares of
Common Stock shall be issued upon conversion of the Series A Convertible
Preferred Stock.  Instead of any fractional shares of Common Stock
which otherwise would be issuable upon conversion of the Series A Convertible
Preferred Stock, the Company shall pay a cash adjustment in respect of such
fraction in an amount equal to the same fraction.

      


      Section
11.        Miscellaneous.

      


      
        	
                 
      

              	
                (a)

              	
                Loss, Theft,
      Destruction of Preferred Stock. Upon receipt of
      evidence satisfactory to the Company of the loss, theft, destruction or
      mutilation of shares of Series A Convertible Preferred Stock and, in the
      case of any such loss, theft or destruction, upon receipt of indemnity
      reasonably satisfactory to the Company, or, in the case of any such
      mutilation, upon surrender and cancellation of the Series A Convertible
      Preferred Stock, the Company shall make, issue and deliver, in lieu of
      such lost, stolen, destroyed or mutilated shares of Series A Convertible
      Preferred Stock, new shares of Series A Convertible Preferred Stock of
      like tenor.  The Series A Convertible Preferred Stock shall be
      held and owned upon the express condition that the provisions of this
      Section 12 are exclusive with respect to the replacement of mutilated,
      destroyed, lost or stolen shares of Series A Convertible Preferred Stock
      and shall preclude any and all other rights and remedies notwithstanding
      any law or statute existing or hereafter enacted to the contrary with
      respect to the replacement of negotiable instruments or other securities
      without the surrender thereof.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                Who Deemed Absolute
      Owner. The Company may
      deem the person in whose name the Series A Convertible Preferred Stock
      shall be registered upon the registry books of the Company to be, and may
      treat it as, the absolute owner of the Series A Convertible Preferred
      Stock for the purpose of receiving any distributions attributable to the
      Series A Convertible Preferred Stock, for the conversion of the Series A
      Convertible Preferred Stock and for all other purposes, and the Company
      shall not be affected by any notice to the contrary.  All such
      payments and such conversion shall be valid and effectual to satisfy and
      discharge the liability upon the Series A Convertible Preferred Stock to
      the extent of the sum or sums so paid or the conversion so
      made.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Register. The Company shall
      keep at its principal office a register in which the Company shall provide
      for the registration of the Series A Convertible Preferred
      Stock.  Upon any transfer of the Series A Convertible Preferred
      Stock in accordance with the provisions hereof, the Company shall register
      such transfer on the register of Series A Convertible Preferred
      Stock.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Withholding. To the extent
      required by applicable law, the Company may withhold amounts for or on
      account of any taxes imposed or levied by or on behalf of any taxing
      authority in the United States having jurisdiction over the Company from
      any payments made pursuant to the Series A Convertible Preferred
      Stock.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Headings. The headings of
      the Sections of this Certificate of Designation are inserted for
      convenience only and do not constitute a part of this Certificate of
      Designation.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                 Severability. If any provision
      of this Certificate of Designation, or the application thereof to any
      person or entity or any circumstance, is invalid or unenforceable,
      (i) a suitable and equitable provision shall be substituted therefor
      in order to carry out, so far as may be valid and enforceable, the intent
      and purpose of such invalid or unenforceable provision, and (ii) the
      remainder of this Certificate of Designation and the application of such
      provision to other persons, entities or circumstances shall not be
      affected by such invalidity or unenforceability, nor shall such invalidity
      or unenforceability affect the validity or enforceability of such
      provision, or the application thereof, in any other
      jurisdiction.

              


      

      


      It was
further resolved that the Company’s executive officers are authorized and
directed to take all such actions and to do all such things as the Company or
any executive officer of the Company shall deem necessary or convenient to
implement and render effective the Series A Convertible Preferred Stock and to
prepare and file a Certificate of Designation of Rights, Preferences and
Privileges in accordance with the foregoing resolution and the provisions of the
DGCL.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      It is further declared under penalty of
perjury that the matters set forth in the foregoing Certificate of Designation
are true and correct of my own knowledge.

      


      Executed
in ________________ on __________ ___, 2009.

       

      
        	 	________________________
	
                 
      

              	
                Paul
      Leslie Hammond

                President