Amendment No 1 to Agreement and Plan of Merger

Exhibit 10.2

Amendment No 1 to Agreement and Plan of Merger

Amendment No. 1, dated as of May 28, 2009 (the “Amendment) to the Agreement and Plan of Merger dated as of May 6, 2009, by and among Maven Media Holdings, Inc., Waste2Energy Acquisition Co. and Waste2Energy, Inc. (the “Merger Agreement”).

WHEREAS, the parties which to make certain amendments to the Merger Agreement as set forth below.

NOWTHEREFORE, IT IS AGREED AS FOLLOWS:

1.         Whereas Clauses .   The second Whereas clause of the Merger Agreement (clause B) shall be deleted and replaced by the following:

“The Waste2Energy shareholders own an aggregate of 45,981,770 Waste2Energy sharesof common stock (the “ W2 Shares ”) which W2 Shares constitute 100% of the issued andoutstanding W2 Shares;”

2.         Definitions .  Section 1.1(a) of the Merger Agreement shall be deleted and replaced by the following:

“ Acquisition Shares ” means the 45,981,770 Maven Common Shares, which shares areto be issued and delivered to the Waste2Energy Shareholders at Closing pursuant to theterms of the Merger in accordance with Schedule 1.1(a) , annexed hereto;”

3.        Wast2Energy Capitalization .  Section 5.1(e) of the Merger Agreement shall be deleted