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 products and agrees to cause to be issued to Hunt a number of shares
of its parent, Momentum Biofuels, Inc., a Colorado corporation,  $0.01 par value
commons stock equal to thirty-nine  percent (39%) of the issued and  outstanding
stock thereof, or Forty Million (40,000,000) shares,  whichever is greater. Such
stock  shall be fully  paid,  non-assessable  and shall be issued  subject  to a
non-dilution agreement in favor of Hunt.







         2. The parties have further agreed that Momentum shall retain the right
to market  bio-diesel  and related  products  produced  by Hunt,  or its related
entities,  on a basis  acceptable to Hunt in its sole  discretion  and to market
bio-diesel and related products  produced by others,  provided the terms of such
marketing shall be acceptable to Hunt as being non-predatory and in the interest
of both parties.

         3. This  Agreement  and all Exhibits  attached  hereto  constitute  the
entire  agreement  between the parties with respect to the subject matter hereof
and supersede all prior written or oral agreements or understandings between the
parties  relating  thereto.  The terms and  provisions of this  Agreement may be
modified or amended only by a written instrument executed by each of the parties
hereto.

         4. In the event that any term or provision  of this  Agreement is found
to  be  invalid,   illegal  or   unenforceable,   the  validity,   legality  and
enforceability  of the remaining terms and provisions hereof shall not be in any
way affected or impaired  thereby,  and this Agreement  shall be construed as if
such  invalid,  illegal or  unenforceable  provision  has never  been  contained
therein.

         5. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.

         6. All notices and other  communications  hereunder shall be in writing
and shall be given by delivery in person or certified  mail RRR at the addresses
set  forth  hereinabove,  with copy to  Michael  Littman,  Attorney  at Law 7609
Ralston Rd Arvada,  Co 80002 for  notices to Momentum  and to Manfred  Sternberg
Attorney  at Law,  701 North Post Oak Road,  Houston TX.  77056,  for notices to
Hunt.

         7. This Agreement may be executed in one or more counterparts,  each of
which  shall  be  deemed  to be an  original,  but all of which  together  shall
constitute one and the same instrument.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement by
the duly authorized  officer whose signature appears below to be effective as of
the date hereinabove written.

MOMENTUM BIOFUELS, INC.             HUNT GLOBAL RESOURCES, INC.



---------------------------------   -----------------------------------
CEO                                                     CEO






                                    Exhibit A
                                    ---------


List of note holders for Momentum Biofuels, Inc.

Jeffery O. Ploen  $60,000
Darryl Wishnewshy $25,000
Tom Prasil        $95,000
Gregory A. Enders $40,000