Legal Agreement - Page 3 of 7

Thereafter, the Committee shall meet by agreement as needed.

1.3.2. The Committee shall not have the power to bind either Party to any contractual or other obligation.

1.3.3. Members of the Committee shall act in all respects with good faith and fair dealing.

1.3.4. Members of the Committee shall maintain the confidentiality of the information exchanged between the Parties, except to the extent that any such information is required to be disclosed by law or process.

1.4. Transfer. The Parties intend for the transfer of all assets, property, liabilities, obligations, causes of action, employment responsibility, and any and all other matters or things attendant to this acquisition to be vested in MVTCG by operation of this Agreement, as authorized by the respective voting members of MVCC and MVECA at a meeting held for such purpose. The Parties shall cooperate in good faith in executing and delivering documents, and providing information and shall otherwise lend assistance to each other to carry out the steps necessary to effectuate the acquisition. MVCC and MVECA shall assist with ensuring that all property, assets, liabilities and obligations as described herein be transferred to the ownership or control of MVTCG. MVCC and MVECA each warrant that it has full title and authority to transfer its assets and other properties to effectuate the acquisition. The Parties shall pledge transparency and truth in all material respects in disclosing all such assets, liabilities, obligations, etc. to each other.

1.4.1. The items contemplated in Section 1.1, 1.2, and 1.6 include the following and as may be amended by the Parties:

1.4.1.1. Equipment;

1.4.1.2. Furniture;

1.4.1.3. Vehicles;

1.4.1.4. Real property, fixtures, and other assets;

1.4.1.5. Cash in accounts;

1.4.1.6. Inventory;

1.4.1.7. Contracts;

1.4.1.8. Leases;

1.4.1.9. Causes of Action;

1.4.1.10. Pending or threatened claims or litigation;

1.4.1.11. Debts and liabilities;

1.4.1.12. Employment obligations;

1.4.1.13. Books and records;

1.4.1.14. Accounts payable and receivable;

1.4.1.15. Intellectual property; and

1.4.1.16. Any other asset, liability, obligation, etc. not listed herein and not retained by MVCC or MVECA as determined by the Committee.

1.5. Allocation. The Committee shall set forth all such liabilities, obligations, etc. in schedules