THIS
AGREEMENT is made and entered into this the 25th day of
August,
2009, by and between MOMENTUM BIOFUELS, INC. ("Momentum"), a
Texas corporation,
with offices located at 4700 New West
Drive, Pasadena, Texas 77507 and HUNT
GLOBAL RESOURCES, INC. ("Hunt"), a Texas
corporation, with offices located at
Waterway Plaza Two, Suite 325, 10001 Woodloch Forest Drive, The
Woodlands, Texas
77380.
WITNESSETH
WHEREAS,
Hunt has agreed to assume Momentum's obligations under
that
one certain Senior Secured Promissory note in the original
principal sum of SIX
HUNDRED THOUSAND AND NO/100 DOLLARS
($600,000.00) together with all unpaid
interest and penalties due
thereunder, and payable to a group of investors
arranged by Bathgate Capital Partners, LLC,
of Denver, Colorado, and other
specified secured note holders which are attached hereto as Exhibit
"A"; and
WHEREAS,
Hunt has agreed to assume Momentum's obligations
under the
provisions of that one certain sub-lease
agreement between Momentum and Brand
Infrastructure and Services, Inc., including all past due
rent, assessments and
other charges due thereunder; and
WHEREAS,
Hunt has agreed to the terms and conditions contained in that
one certain License Agreement between the parties, a
copy of which is attached
hereto as Exhibit "B", and incorporated herein
and made a part hereof for all
purposes as if set out herein in full; and
NOW THERFORE, the
parties hereto have agreed as follows:
1. For and
in consideration of the agreements set out hereinabove
and
the terms, conditions, compensation and
obligations contained in the License
Agreement, Momentum shall convey all of its right title
and interest in and to
all of its physical assets, except those set forth on Exhibit "C",
together with
intellectual property, processes, techniques and formulas for
creating biofuels
and related
