TERMINATION AND RELEASE AGREEMENT

WHEREAS , the Company has, effective as of May 4, 2009,  entered into the Amended Term Sheet with Transworld, providing for, among other things the revised terms of the Transworld Acquisition, a discharge of all debt owed to Transworld and the issuance of 8,000,000 shares of common stock the Company to Transworld as part of the consideration therefore (the “ Settlement Shares ”);

WHEREAS ,  the Company, based on due diligence and general economy related concerns, has determined that the Transworld Acquisition may no longer be in the best interests of the Company’s shareholders, and further desires to, and hereby does, terminate the Transworld Acquisition pursuant to the Amended Term Sheet; and

WHEREAS , Transworld has received notice of termination and desires to consent, and hereby does consent, to the termination of the Transworld Acquisition and to the mutual release of the parties and discharge of any and all obligations connected therewith; and

WHEREAS , contemporaneously with the entry into the Amended Term Sheet and so as to facilitate the transaction, Abraham was appointed  as Chief Operating Officer of the Company and desires to resign;

NOW, THEREFORE , based on the mutual premises and full and valid consideration of the parties, the receipt and sufficiency of which is hereby acknowledged, the Company, and Abraham hereby agree as follows:

1.            Resignation as Officer .  Abraham hereby confirms his resignation as Chief Operating Officer of the Company effective as of July 2, 2009.

2.            Termination of All Agreements .  The parties acknowledge and agree that the Transworld Acquisition and Amended Term Sheet and all other agreements relating thereto, written or otherwise, between the Company and either of or both Abraham and/or Transworld or any of their respective affiliated entities and the Company or its subsidiaries or affiliates, in each case whether written or oral, implied or otherwise, are deemed terminated, deemed satisfied and discharged in full with prejudice.  Notwithstanding the foregoing, the issuance of the Settlement Shares in exchange for the full release and discharge of indebtedness and any and all other forms of release or discharge set forth in the Amended Term Sheet shall continue and remain in full force and effect.  The parties have agreed that no other amounts remain due under such agreements or otherwise.

3.            Payments .  No payments are owed to any party hereto, and the parties are not aware of any liabilities of any other party hereto relating to the Transworld Acquisition or Amended Term Sheet.

4.            No Disagreements with Management .  Transworld and Abraham have been provided with a copy of this Agreement along with an Current Report on Form 8-K (the “ Current Report ”), which they have had an opportunity to review with his counsel.  Abraham states that he agrees with the statements set forth therein and that the resignation herein does not relate in any way to any disputes with management or to any financial or accounting matters or improprieties or in any way or to the Company’s internal controls over financial reporting or disclosure and further, or to any matter relating to the Company’s operations, policies or practices.  Abraham and Transworld understand that, in connection with the preparation of future financial statements, due diligence or the preparation of reports or registration statements to be filed with the Securities and Exchange Commission (the “ SEC ”), that they may be called upon by the Company’s auditors or others to respond to questions relating to Abraham’s activities as an officer or to the Transworld Acquisition or verifying the foregoing and that they will cooperate in a truthful and honest manner so as to enable to Company to satisfy its reporting obligations.

(a)            Company Releases .  For good and valuable consideration, the receipt and sufficiency of which is hereby