TRANSITION AGREEMENT

THIS TRANSITION AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “ Agreement ”) is made and entered into as of May 28, 2009 (the “Effective Date”), by and between Maven Media Holdings, Inc., a Delaware corporation (including its successors, the “ Corporation ”), Waste2Energy, Inc., a Delaware corporation (“ Waste2Energy ”), Waste2Energy Group Holdings PLC, an Isle of Man company, (“ Waste2Energy Group Holdings ”), Christopher d’Arnaud-Taylor (“Taylor ”) and Peter Bohan.

WHEREAS , Taylor is currently the Chief Executive Officer of the Corporation and Waste2Energy;

WHEREAS , Taylor is currently Chairman of the Boards of the Corporation and Waste2Energy;

WHEREAS , pursuant to a Confidential Private Offering Memorandum, dated May 7, 2009, as amended by Amendment No. 1 dated as of May 26, 2008, the Corporation is offering a minimum of 250,000 units and a maximum of 4,000,000 Units (with an over-subscription option of up to an additional 1,000,000 Units) at a purchase price of $2.00 per Unit (the “Offering”);

WHEREAS, in order to enable Taylor to focus on helping Waste2Energy develop its business in the European and other international markets, upon the final closing of the Offering, Taylor  will resign as Chief Executive Officer of the Corporation and of Waste2Energy and shall be a consultant to Waste2Energy Group Holdings;

WHEREAS , Peter Bohan, who is serving as the President and Chief Operating Officer of the Corporation and Waste2Energy will, as of the final closing of the Offering, become President and Chief Executive Officer of the Corporation and Waste2Energy.

              NOW, THEREFORE , in consideration of the premises and mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

1.            Resignation .  The parties hereby agree that immediately upon the final closing of the Offering, Taylor will resign from his employment arrangement with the Corporation and Waste2Energy including his position as Chief Executive Officer of Waste2Energy and of the Corporation.  Taylor will continue to serve on the boards of Waste2Energy and the Corporation until  his resignation or his successor is duly elected or appointed and qualified.  In addition, the parties agree that upon his resignation from his employment with the Corporaiton and Waste2Energy, Mr. d’Arnaud-Taylor will not in the future have any other executive position with either the Corporation or Waste2Energy.

2.            Termination of Employment Agreement .  As of the final Closing of the Offering, the Employment Agreement between Waste2Energy and Taylor, dated April 1, 2008 (the “Employment Agreement”) shall be null and void and no further effect, except with respect to the obligation of Waste2Energy to make those payments which are due and owing, to Taylor, pursuant to the Employment Agreement as of the final closing of the Offering.

3.            Consulting Agreement .  As of the date hereof, Waste2Energy Group Holdings, the Corporation, and Waste2Energy and Taylor  shall execute the Consulting Agreement attached to this Agreement as Exhibit “A”, which Consulting Agreement shall be effective on the date of the final closing of the Offering.  The Corporation and Waste2Energy shall guarantee all payments to be made to Taylor pursuant to the Consulting Agreement.

4.            Chairman of Waste2Energy Group Holdings . On the final closing of the Offering, Taylor shall become Chairman of Waste2Energy Group Holdings.

5.            Appointment of Peter Bohan    Immediately after the final closing of the Offering, Peter Bohan shall be appointed as the President and Chief Executive Officer of the Corporation and Waste2Energy.

6.            Piggy Back Registrations . If at any time the Corporation shall determine to file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide , employee benefit plans), the Corporation shall send to each of Taylor, Susan Danehower and Anglo Suez LLC  (collectively “Holders”) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Holders shall so request in writing, the Corporation shall include, subject to applicable rules and regulations of the Securities and Exchange Commission, in such registration statement all or any part of the shares of Common Stock of the Corporation beneficially owned by such Holder which such Holder  requests to be registered (the “Registration Shares”), except that if, in connection with any underwritten public offering for the account of the Corporation the managing underwriter(s) thereof shall impose a limitation on the number of shares of common stock, which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Corp