VOTING TRUST AGREEMENT

THIS VOTING TRUST AGREEMENT (the "Voting Trust Agreement") is made and entered into as of this __ day of _______________, 2007, by and among the shareholders set forth on the signature page (collectively, the "Shareholders"), each a holder of "Shares" (as hereinafter defined) issued by Malibu Minerals, Inc., a Nevada corporation (the "Company"), together with such other present and/or future shareholders of the Company as may hereafter become parties hereto or holders of Voting Trust Certificates (all of the foregoing being hereinafter being individually referred to as a "Shareholder" and collectively referred to as the "Shareholders"), on the one hand and Sichenzia Ross Friedman Ference LLP with offices at 1065 Avenue of the Americas, 21st Floor, New York, NY 10018, and any successor or successors in trust (the "Trustee"), on the other hand.

WHEREAS, the Company is a corporation organized and existing under the laws of the State of Nevada, with authorized capital of 100,000,000 shares of common stock, $.001 par value (the “Common Stock”);

WHEREAS, the Stockholders own an aggregate of ________________ shares of Common Stock;

WHEREAS, pursuant to an Acquisition Agreement (the “Acquisition Agreement”) dated December ___, 2006 between the Company, Flex Fuels Energy Limited, a company registered in England and Wales under company number ###-###-#### (“Flex Fuels”), and the shareholders of Flex Fuels, the Company acquired 15% all of the entire issued share capital of Flex Fuels in consideration for payment of $1,500,000, and intends to further acquire the balance, 85%, of the issued share capital of Flex Fuels pursuant to the terms of the Acquisition Agreement;

WHEREAS, pursuant to the Acquisition Agreement, each of the Shareholders has entered into a Lock-up Agreement (the “Lock-up Agreement”) dated as of the respective date of execution with the Company and Flex Fuels pursuant to which each Shareholder agreed not to, during the period beginning on the date of the Acquisition Agreement and ending on the date 12 months after the Completion Date (as defined in the Acquisition Agreement), sell, assign, give, pledge, encumber, dispose or otherwise transfer ownership of any right, title or interest to all or any portion of the Shares (as defined below) held by each respective Shareholder, unless permitted under the Lock-up Agreement;

WHEREAS, in order to insure continuity and stability of policy and management and for the benefit and protection of the present and future holders of Common Stock, the Company requires the deposit hereunder with the Voting Trustee, of the shares of Common Stock being so deposited, and each of the Stockholders deems the deposit of its shares of Common Stock hereunder to be in its interest;

WHEREAS, the Trustee has consented to act under this Voting Trust Agreement for the purposes herein provided.

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

 

1. Transfer of Stock to Trustee. Each of the Shareholders hereby assigns and transfers to the Voting Trust the number of shares of Common Stock (the “Shares” or the “Securities”) set forth opposite such Shareholders name on Exhibit A hereto and herewith deposits with the Voting Trust the certificate or certificates representing such shares, duly endorsed in blank or accompanied by a proper instrument of assignment duly executed in blank, and in either case with all requisite transfer tax stamps attached. Each of the Shareholders shall so assign, transfer and deposit any other shares of Common Stock and the certificates therefore hereafter acquired by such Shareholders, including, without limitation, pursuant to the exercise of options or warrants, immediately upon such acquisition. Upon receipt by the Voting Trust of the certificates representing any shares of Common Stock, the Voting Trust shall hold such shares subject to the terms and conditions of this Agreement and shall deliver or cause to be delivered to each Shareholders certificates (the "Voting Trust Certificates") representing the shares of Common Stock so deposited by such Shareholder.

All certificates of Securities transferred and delivered to the Trustee pursuant to this Voting Trust Agreement shall be surrendered by the Trustee to the Company and cancelled, and new certificates therefor shall be issued to and held by the Trustee in the name of "Richard A. Friedman as Trustee under the Voting Trust Agreement, dated ______________ ____, 2007" and shall have the following legend placed on the certificate therefor:

"The shares represented by this certificate are subject to the terms of a Voting Trust Agreement dated ______________ ____, 2007, as amended from time to time, a copy of which is on file at the office of Sichenzia Ross Friedman Ference LLP"

This legend shall be in addition to any other legends which are required by federal or state laws (including, but not limited to any legend required by the Securities Act of 1933 or the "blue sky" laws of any state, or any rule or regulation thereunder) or as otherwise may be reasonably required by the Trustee.

2. Voting Trust Certificates. The Voting Trust Certificates to be issued and delivered by the Trustee in respect of the Securities deposited with the Trustee ("Voting Trust Certificates") shall be in substantially the form of Exhibit B attached hereto.

3. Transfer of Certificates. The Voting Trust Certificates shall be transferable at the office of the Trustee, located at 1065 Avenue of The Americas, 21st Floor, New York, NY 10018 (or at such other office as the Trustee may designate by an instrument in writing signed by the Trustee and sent by mail to the registered holders of Voting Trust Certificates), on the books of the Trustee, by the registered owner thereof, either in person or by his duly authorized attorney, in accordance with the terms of this Voting Trust Agreement, and according to the rules established for that purpose by the Trustee and upon surrender of such Voting Trust Certificates. The Trustee may treat the registered holder as owner thereof for all purposes whatsoever, but the Trustee shall not be required to deliver certificates of Securities hereunder without the surrender of such Voting Trust Certificates. The Trustee shall not be required to recognize any transfer of a Voting Trust Certificate not made in accordance with the provisions hereof.

If a Voting Trust Certificate is lost, stolen, mutilated or destroyed, the Trustee, in the Trustee's discretion, may issue a duplicate of such certificate upon receipt of: (a) evidence of such fact satisfactory to the Trustee; (b) indemnity satisfactory to the Trustee; (c) the existing certificate, if mutilated; and (d) reasonable fees and expenses in connection with the issuance of a new trust certificate.

4. Restrictions. No Shareholder shall sell, assign, give, pledge, encumber, dispose or otherwise transfer ownership of any right, title or interest to all or any portion of his Securities or Voting Trust Certificates in the Company, by operation of law or otherwise, except in accordance with and as provided by this Voting Trust Agreement, the Lock-up Agreement (as defined below) and except in compliance with all applicable Federal and state securities laws, rules and regulations.

5. Restrictions on Transfers. Voting Trust Certificates issued hereunder shall be freely transferable by the holders thereof without restriction other than compliance with all federal and state securities laws and all other applicable laws, rules and regulations. Certificates for the Securities deposited hereunder in the name of the Trustee shall not be transferable at any time during the term hereof. Accordingly, during the term hereof, no such Securities may be transferred, conveyed, assigned, encumbered or hypothecated in any manner whatsoever by the Trustee or the holder of the related Voting Trust Certificate. The Shareholders further acknowledge that each of the shareholders has also entered into or intends to enter into a Lock-up Letter Agreement with the Company (the “Lock-up Agreement”) with respect to the Shares set forth opposite such Shareholder’s name on Exhibit A hereto. 

 

 

6. Voting of Shares. (a) Until the Termination Date, the Trustee shall cause all Shares of Common Stock held by the Voting Trust to be voted in accordance with the decision of the Majority Directors.

(b) For purposes of this Voting Trust Agreement, a "Majority Directors” shall mean an affirmative vote of a majority of the votes cast by the Directors on a particular matter at a meeting of the Directors at which a majority of the Directors is present in person or by proxy, with each Director entitled to one vote.

7. Agreement. A copy of this Voting Trust Agreement, and of every agreement extending, supplementing or amending this Voting Trust Agreement, shall be filed in the principal office of the Company and shall be open to the inspection of any Shareholder or any beneficiary of the trust established under this Voting Trust Agreement. All Voting Trust Certificates issued under this Voting Trust Agreement shall be issued, received and held subject to the terms of this Voting Trust Agreement. Every person, firm, or corporation entitled to receive Voting Trust Certificates representing Securities, and their transferees and assigns, upon accepting the Voting Trust Certificates issued hereunder, shall be bound by the provisions of this Voting Trust Agreement and shall be considered a Shareholder for purposes of this Voting Trust Agreement. This Voting Trust Agreement shall be governed under the laws of the State of New York.

8. Termination of Agreement. Except as otherwise provided in this Voting Trust Agreement, the Trust created by this Voting Trust Agreement is hereby expressly declared to be irrevocable. This Voting Trust Agreement shall terminate and be of no further force and effect twelve (12) months after the Completion Date (as defined in the Acquisition Agreement) (the “Termination Date”).

9. Termination Procedure. Upon the termination of this Voting Trust Agreement as provided in Section 7 hereof, the Trustee, at such time as the Trustee may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail written notice of such termination to the registered owners of the Voting Trust Certificates, at the addresses appearing on the transfer books of the Trustee. From the date specified in any such notice (which date shall be fixed by the Trustee), the Voting Trust Certificates shall cease to have any effect, and the holders of such Voting Trust Certificates shall have no further rights under this Voting Trust Agreement other than to receive certificates for the Securities or other property to the extent distributable under the terms of this Voting Trust Agreement.

Within thirty (30) days after the termination of this Voting Trust Agreement, the Trustee shall instruct the Company’s transfer agent (the “Transfer Agent”) to deliver to the registered holders of all Voting Trust Certificates, certificates for the number of shares of the Securities represented thereby or other property as specified under the terms hereof, upon the surrender of such Voting Trust Certificates properly endorsed, such delivery to be made in each case at the designated office of the Trustee; provided that the Trustee shall not be held liable for the Company’s refusal to provide to the Transfer Agent any documents requested by the Transfer Agent to effect the issuance or delivery of the aforementioned certificates.

At any time subsequent to thirty (30) days after the termination of this Voting Trust Agreement, the Trustee may deposit Securities with the Company equal to the number of Securities represented by the Voting Trust Certificates then outstanding, with authority in writing to the Company to deliver the Securities in exchange for such Voting Trust Certificates. Upon such deposit, all further liability of the Trustee for the delivery of the Securities and the delivery or payment of dividends upon surrender of the Voting Trust Certificates shall cease, and the Trustee shall not be required to take any further action hereunder.

 

10. Dividends and Other Distributions. If any dividend or other distribution in respect of the Securities deposited with the Trustee is paid, in whole or in part, in stock having general voting powers, the Trustee shall likewise hold, subject to the terms of this Voting Trust Agreement, the Securities which are received by the Trustee on account of such dividend or other distribution, and the holder of each Voting Trust Certificate representing Securities on which such stock dividend has been paid shall be entitled to receive a Voting Trust Certificate issued under this Voting Trust Agreement for the number of shares and class of stock which constitutes such dividend or distribution. Holders entitled to receive the dividends or distributions described hereinabove shall be persons registered as such on the transfer books of the Trustee at the close of business on the day fixed by the Company for the taking of a record to determine those holders of its stock entitled to receive such dividends or distributions, or if the Trustee has fixed a date, as hereinafter in this paragraph provided, for the purpose of determining the holders of Voting Trust Certificates entitled to receive such payment or distribution, then persons registered as such at the close of business on the date so fixed by the Trustee shall be entitled to receive the dividends or distributions referred to herein.

If any dividend or distribution in respect of any of the Securities deposited with the Trustee is paid other than in stock having general voting powers, such as cash or non-voting securities, the Trustee shall distribute the same among the registered holders of the related Voting Trust Certificates at the close of business on the day fixed by the Trustee for taking a record to determine the holders of Voting Trust Certificates entitled to receive such distribution. Such distribution shall be made to such holders of Voting Trust Certificates ratably, in accordance with the number of shares represented by their respective Voting Trust Certificates.

The transfer books of the Trustee may be closed temporarily by the Trustee for a period not exceeding twenty (20) days preceding the date fixed for the payment of dividends or like distributions, or the distribution of assets or rights, or at any other time in the discretion of the Trustee. In lieu of providing for the closing of the books against the transfer of Voting Trust Certificates, the Trustee may fix a date not exceeding twenty (20) days preceding any date fixed by the Company for the payment of dividends or other distributions, or for the distribution of assets or rights, as a record date for the determination of the holders of Voting Trust Certificates entitled to receive such dividends or distributions, and the holders of Voting Trust Certificates of record at the close of business on such date shall exclusively be entitled to participate in such dividends or distributions.

In lieu of receiving cash dividends or other distributions upon the Securities and paying the same to the holders of Voting Trust Certificates pursuant to the provisions of this Voting Trust Agreement, the Trustee may instruct the Company in writing to pay such dividends or distributions directly to the holders of the Voting Trust Certificates. The Trustee may at any time revoke such instructions, and by written notice to the Company, may direct it to pay dividends or other distributions to the Trustee. Upon such instructions being given by the Trustee to the Company, and until revoked by the Trustee, all liability of the Trustee with respect to such dividends or distributions paid by the Company directly to the holders of the Voting Trust Certificates, or not paid by the Company to the Trustee, shall cease.

11. Dissolution of Company. In the event of the dissolution or total or partial liquidation of the Company, whether voluntary or involuntary, the Trustee shall receive the monies, securities, rights or property to which the holders of the Securities deposited hereunder are entitled, and shall distribute the same among the registered holders of Voting Trust Certificates in proportion to their interests, as shown by the books of the Trustee, or the Trustee may, in the Trustee's discretion, deposit such monies, securities, rights or property with any bank or trust company as the Trustee shall determine, with authority and instructions to distribute the same as above provided, and all further obligations or liabilities of the Trustee in respect of such monies, securities, rights or property so distributed shall cease.

12. Reorganization of the Company. In case the Company is merged into or consolidated with another corporation, or all or substantially all of the assets of the Company are transferred to another corporation, then in connection with such transfer, the term "Company," for all purposes of this Voting Trust Agreement, shall be taken to include such successor corporation, and the Trustee shall receive and hold under this Voting Trust Agreement any stock of such successor corporation received on account of the ownership, as Trustee hereunder, of the Securities held hereunder prior to such merger, consolidation or transfer. Voting Trust Certificates issued and outstanding under this Voting Trust Agreement at the time of such merger, consolidation or transfer may remain outstanding, or the Trustee may, in the Trustee's discretion, substitute for such Voting Trust Certificates new Voting Trust Certificates in appropriate form, and the term "Stock" as used herein shall be taken to include any stock which may be received by the Trustee in lieu of all or any part of the stock of the Company.

13. Rights and Duties of Trustee. Until the actual delivery to the holders of Voting Trust Certificates issued hereunder of the Securities in exchange therefor, and until the surrender of the Voting Trust Certificates for cancellation, no Shareholder shall have the right to vote the Securities held hereunder. The Trustee shall have the exclusive right to exercise all of the Shareholders' voting rights and powers in respect of such shares deposited hereunder, as if the Trustee was the absolute owner thereof. Without limiting the generality of the foregoing, the Trustee shall have the right to exercise, in person or by the Trustee's nominees or proxies, all Shareholders' rights and powers in respect of all the Securities deposited hereunder, including the right to vote and to take part in or consent to any corporate or Shareholders' action of any kind whatsoever. The right to vote shall include, without limitation, the right and duty to vote for any election or removal of directors, and in favor of or against any resolution or proposed action of any character whatsoever, which may be presented at any meeting, or require the consent of the shareholders of the Company, including, without limitation, the dissolution or liquidation of the Company.

In voting the Securities held by the Trustee under this Voting Trust Agreement, the Trustee shall vote to take such part or action in respect to the management of the Company's affairs as the Trustee may deem necessary, to the end that the Trustee may be advised of the affairs of the Company and the management thereof; and in voting upon any matters that may come before the Trustee at any shareholders' meeting, the Trustee shall exercise the Trustee's best judgment, but the Trustee shall not be personally liable with respect to any action taken pursuant to the Trustee's votes so cast in any matter or act committed or omitted to be done under this Voting Trust Agreement, provided such commission or omission does not amount to willful misconduct on the Trustee's part.

14. Initial and Successor Trustee. The initial Trustee hereunder is Sichenzia Ross Friedman Ference LLP, attention Richard A. Friedman. If the Trustee is not willing to serve, then the holders of Voting Trust Certificates then representing a majority of the voting power of the Securities deposited hereunder shall designate one or more persons, bank or trust companies meeting the qualifications described above to serve as successor trustee(s) or co-trustees. Such written designation may be amended or revoked at any time and such designation may provide for a series of successor Trustees. If there is more than one Trustee hereunder, then a majority vote of such Trustees shall be required for any action of the Trustees hereunder.

15. Reimbursement of Trustee Expenses; Liability of Trustee. The Trustee shall not be paid compensation for the Trustee's services. The Trustee shall have the right to incur and pay such reasonable expenses and charges, and to employ and pay such agents, attorneys and counsel as the Trustee may deem necessary and proper for carrying this Voting Trust Agreement into effect. Any such expenses or charges incurred by or due to the Trustee may be deducted from the dividends or other monies or property received by the Trustee on the shares deposited hereunder, or the Trustee may render statements directly to the registered holders of all the Voting Trust Certificates outstanding under this Voting Trust Agreement for payment of such expenses on a pro rata basis. Nothing herein shall disqualify the Trustee or incapacitate the Trustee from serving the Company or one or more of the holders of the Voting Trust Certificates in any capacity, and from receiving compensation for such service.

The Trustee shall incur no responsibility or liability by reason of any error of law or with respect to anything done or suffered or omitted, except for the Trustee's own individual willful misconduct or failure to exercise good faith in connection with or arising out of this Voting Trust Agreement or the discharge by the Trustee of the Trustee's duties hereunder. The Shareholders agree to indemnify and save harmless the Trustee from and against any and all claims, expenses and liabilities incurred by the Trustee or asserted against the Trustee in connection with or arising out of this Voting Trust Agreement or the discharge by the Trustee of the Trustee's duties hereunder, except for a Trustee's willful misconduct or failure to exercise good faith in such matters, which agreement to indemnify and hold the Trustee harmless shall be subject to contribution by the Shareholders in proportion to their interest in the Securities entrusted with the Trustee hereunder at the time of the initial assertion of a claim by any Trustee to be so indemnified or held harmless. No Trustee shall be required to give any bond or other security for the discharge of the Trustee's duties.

The Trustee may consult with legal counsel and the Trustee shall be fully protected and be subject to no liability for any action under this Voting Trust Agreement taken or suffered in good faith by the Trustee in accordance with the opinion of such counsel; the Shareholders shall pay the costs of such legal counsel.

16. Shareholder Representations and Agreements. Each Shareholder represents, warrants and agrees as follows:

(a) that Exhibit A annexed hereto sets forth the shares of which such Shareholder is the record and beneficial owner;

(b) that such Shareholder is on the date hereof the lawful owner of the number of shares set forth therein, free and clear of all liens, security interests, encumbrances, voting agreements and commitments of every kind;

(c) such Shareholder has all necessary power and authority to enter into this Voting Trust Agreement, and that this Voting Trust Agreement is the legal, valid and binding agreement of the Shareholder, and is enforceable against such Shareholder in accordance with its terms;

(d) such Shareholder agrees that monetary damages would be an inadequate remedy for the breach by such Shareholder of any term or condition of the Voting Trust Agreement, and that the Trustee shall be entitled to a temporary restraining order and preliminary and permanent injunctive relief in order to enforce the agreements of such Shareholder set forth herein, without the posting of a bond or other security; and

17. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall conclusively deem to have been duly given: (a) when hand delivered to the receiving party; (b) when received when sent by facsimile at the applicable address and the numbers set forth below or shown on the transfer books of Trustee; (c) three business days after deposit in the U.S. Mail with first class or certified mail receipt requested postage prepaid and addressed to the applicable party as set forth below or in the transfer books of Trustee; or (d) the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to the applicable party as set forth below or in the transfer books of Trustee with next business day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider.

To the Trustee:

Sichenzia Ross Friedman Ference LLP, Trustee

Attention: Richard A. Friedman

1065 Avenue of the Americas, 21^st Floor

New York, NY 10018

Fax No.: (212) 930-9700

To the Company:

Malibu Minerals, Inc.

502 East John Street

Carson City, NV 89706

Attention: James Laird

Fax No.:

With a copy to:

Richard A. Friedman, Esq.

Sichenzia Ross Friedman Ference LLP

1065 Avenue of the Americas, 21^st Floor

New York, New York 10018

Fax No.: (212) 930-9700

Every notice so given shall be effective, whether or not received, and the date of mailing shall be the date such notice is deemed given for all purposes. The addresses of the holders of Voting Trust Certificates, as shown on the transfer books of the Trustee, shall in all cases be deemed to be the addresses of Voting Trust Certificate holders for all purposes under this Voting Trust Agreement, without regard to what other or different addresses the Trustee may have for any Voting Trust Certificate holder on any other books or records of the Trustee.

All distributions of cash, securities or other property hereunder by the Trustee to the holders of Voting Trust Certificates may be made, in the discretion of the Trustee, by registered mail in the same manner as hereinabove provided for the giving of notices to the holders of Voting Trust Certificates.

17. Securities Act Restrictions. The Shareholders acknowledge their recognition and understanding that neither their Voting Trust Certificate(s) nor any interest of the Shareholders created by the terms of this Voting Trust Agreement is or will be registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder or under any state securities law (collectively, the "Securities Acts"), in reliance upon exemptions contained in the Securities Acts. In addition, the Shareholders understand and agree that: (a) all of the Voting Trust Certificates, and all of the interest of the Shareholders created by this Voting Trust Agreement, have been or are being acquired by the Shareholders for their own accounts and not with a view to, or for resale in connection with, any distribution of such shares or interest within the meaning of the Securities Acts; and (b) neither such Voting Trust Certificates nor such interest created by this Voting Trust Agreement have been registered under any of the Securities Acts, and each must be held indefinitely unless they are subsequently registered under the Securities Acts or an exemption from such registration is available. The Shareholders acknowledge and agree that the Trustee has no obligation to cause the Voting Trust Certificates or any such interested created by the terms of this Voting Trust Agreement to be registered under any of the Securities Act, nor does the Trustee have the obligation to comply with any exemption under the Securities Acts which would permit the same to be transferred without registration.

IN WITNESS WHEREOF, the Trustee has signed this Voting Trust Agreement, and the Shareholders have signed this Voting Trust Agreement.

________________________________

Sichenzia Ross Friedman Ference LLP

 

/s/			/s/
(Name of Shareholder)			(Name of Shareholder)

 

 

 

/s/			/s/
Name Title			Name Title

 

 

Name and Address of Shareholder                                        Number of Shares

NO. ________          _________ SHARES

This certifies that ___________________________ or permitted registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Voting Trust Agreement (defined below), of certificates for __________ shares of the Securities of Malibu Minerals, Inc., a Nevada corporation (the "Company"), as provided in such Voting Trust Agreement and subject to the terms thereof. Capitalized terms not defined herein shall have that meaning ascribed to such term in the Voting Trust Agreement.

This Certificate is issued, received and held under, and the rights of the owner hereof are subject to, the terms of a Voting Trust Agreement dated ______________ ____, 2007, between Richard A. Friedman of Sichenzia Ross Friedman Ference LLP, and certain holders of certificates issued thereunder (the "Voting Trust Agreement"). A copy of the Voting Trust Agreement, and of every agreement amending or supplementing the same, is on file in the principal office of Sichenzia Ross Friedman Ference LLP, at 1065 Avenue of The Americas, 21st Floor, New York, NY 10018. By acceptance hereof, the registered owner of this Certificate hereby assents to, and agrees to be bound by, all of the terms and conditions of the Voting Trust Agreement, whether or not said registered owner has executed the Voting Trust Agreement.

Stock certificates for the number of shares of Securities then represented by this Certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of the Voting Trust Agreement, as provided therein.

The Voting Trust Agreement shall continue in full force and effect until ______________ ____, 2007 (twelve (12) months from the Completion Date as defined in the Acquisition Agreement dated ______________ ____, 2007), unless such date is extended or the Voting Trust Agreement is terminated prior thereto, as provided in the Voting Trust Agreement.

This Certificate is transferable only in compliance with Section 3 of the Voting Trust Agreement, and permitted transfers only of this Certificate shall be accomplished on the books of the Trustee upon surrender (by the registered owner hereof or his duly authorized representative) of this Certificate at the principal office of the Trustee, as aforesaid, in accordance with rules to be established for that purpose by the Trustee, and upon presentation to the Trustee of all necessary documentation to support such permitted transfer.

This Certificate shall not be valid for any purpose until duly signed by the Trustee.

IN WITNESS WHEREOF, the Trustee has signed this Certificate on this __ day of ________, 2007.

_____________________________

Sichenzia Ross Friedman Ference LLP, Trustee