FEE PROTECTION AGREEMENT This Agreement (Agreement) is made and entered into this 19th day of November, 2008

by and between TWB Associates Inc. (TWB), having a principal place of business at 1703 Park Meadows Dr., Suite 100, Fort Myers, FL 33907 and a branch office located 7272 NW 62nd Terrace, Suite 100, Parkland, FL 33067, and Major Innovations LLC (MILLC), having a principal place of business at 1271 NW 180 th Terrace, Suite B, Miami, FL 33169 and Garfield O. Baker (Baker), having a principal place of business at 1330 West Avenue #2704, Miami Beach, Florida 33139. MILLC and Baker shall hereinafter collectively be referred to as Consultants. RECITALS WHEREAS, Consultants have arranged for the introduction of Ronald Williams (Client) to TWB for certain professional services to be conducted and/or executed by TWB, including, but not limited to, the introduction, consulting, presentation and/or execution of viable business arrangements and/or contracts to purchase energy, related business interests, introduction, consulting, presentation and/or execution of viable business investment(s) arrangement(s) and/or contract(s) regarding financial instruments, including but not limited to, private placements, consulting and/or advising on reverse mergers, mergers and acquisitions, initial public offerings and the like; WHEREAS, TWB has arranged the opportunity for Client to purchase the revenue interests in fifty (50) oil and gas wells (Oil/Gas Wells) located in the United States (Potential Transaction) from a third party viable business entity (Oil & Gas Entity); and WHEREAS, Consultants and TWB desire to set forth the terms of their agreement whereby Consultants shall participate in any proceeds received by TWB in connection with the Potential Transaction between Client and the Oil & Gas Entity and/or any other third party introduced to Client by TWB. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, the parties hereto agree as follows:

1. TWB will arrange for Consultants to receive compensation in the amount of Five Hundred
Thousand Dollars ($500,000.00 USD) from the escrow account of the Oil & Gas Entity. An additional Two Hundred and Fifty Thousand Dollars ($250,000.00 USD) shall be paid to Consultants by the Oil & Gas Entity if Client executes a purchase contract for the Oil/Gas Wells by the end of the day on Friday, November 21, 2008. For the avoidance of doubt, the compensation amounts referenced in this Paragraph 1 shall not be the responsibility of TWB.

2. TWB shall remit to Consultants Ten Percent (10%) (Consultants Commission) of any monies
received by TWB from Client. Consultants Commission shall be payable by TWB for any monies received by TWB from Client, whether in connection with the Oil/Gas Wells or otherwise.

3. TWB shall arrange for Consultants to receive an equal share in profit participation for any yields received by TWB resulting from any high yield private placement trading programs introduced, consulted and/or arranged by TWB and executed by Client.

4. Upon obtaining Consultants and Clients prior approval, TWB may arrange opportunities for Client to offer advance and private opportunities to invest into companies owned and/or interests acquired by the Client by way of preferred stock purchases and/or interests by way of private placement stock options towards the Clients owned corporate interests in any and all companies. 5. Upon obtaining Consultants and Clients prior approval, TWB may arrange for Client and/or any of Clients interests to proceed with developments for Clients entities to consider and/or execute any lawful business strategies to take Clients company into an Initial Public Offering. The parties acknowledge that TWB is not a licensed securities professional, but TWB shall arrange through joint professional alliance with viable and lawful securities entities to execute the requested professional task by Client whereby Consultants shall be compensated as per any Consulting Fees that TWB shall receive including but not limited to any equal participation in any compensation opportunities that may arise from executing such tasks.
6. TWB shall not introduce any third party to Client without providing prior notice to Consultants and obtaining Consultants approval of such introduction.

7. TWB and anyone associated with the TWB agree not to circumvent Consultants in any way that would bring financial gain to TWB and/or financial detriment to Consultants arising from the information provided by Consultants to TWB or anyone associated with TWB or any of their associates for a period of three (3) years after the date of this Agreement.

8. TWB and Consultants may, from time to time, consider other equal opportunities of viable lawful
business services for Client on a case by case basis. In the event that such opportunities are considered, the compensation to be paid to Consultants under this Agreement shall apply.

9. This Agreement shall be effective upon the complete execution by all parties.
10. Each Party and their partners, shareholders, members, officers, directors, current and former employees, agents, attorneys, representatives, insurers, successors, assigns, and parent, subsidiary, or related companies, entities, or persons agrees to defend and hold harmless the other free from any third party claims due to a breach by either party hereunder. This indemnification shall survive termination of this Agreement. With respect to the indemnities provided herein, the indemnified party shall promptly notify the indemnifying party in writing of any claim to which the foregoing indemnification applies and the indemnifying party shall undertake, at its own cost and expense, the defense thereof. The indemnified party may, at its option and expense, engage its own counsel. If the indemnifying party fails to promptly appoint competent and experienced counsel, the indemnified party may engage its own counsel and the reasonable charges in connection therewith shall promptly be paid by the indemnifying party. If the indemnified party settles or compromises any such suit, claim or proceeding, the amount thereof shall be charged to the indemnifying party, provided that the indemnifying partys reasonable prior approval has been secured. This indemnification shall survive termination of this Agreement. 11. Each Party represents and warrants to the other that it has the full right and power to enter into this Agreement; that it does not now have, nor will at any time hereafter enter into, any contract or commitment with any third party that will prevent or interfere with the full and complete performance of its obligations hereunder, or with the full exercise and enjoyment by either Party of its rights hereunder; and that it will use its best efforts in good faith to perform its obligations hereunder.

12. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida, without giving effect to the conflict of laws principles of such state. Any and all disputes arising under or related to this Agreement shall take place and have venue in the courts in Miami-Dade County, Florida. 13. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that anyone or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall be declared invalid by a court of competent jurisdiction, then this Agreement shall be construed as if such invalid words, phrases, sentences, clauses, sections, or subsections had not been inserted and all remaining terms and conditions shall remain in full force and effect. 14. This Agreement represents the complete and sole agreement of the parties in respect of the matters described herein. Any prior negotiations, understandings, agreements (whether oral or written), drafts, documentation, electronic mail, representations, or similar transmission between the parties are fully and completely replaced by this Agreement and shall be of no further force and effect. This Agreement may not be amended or modified in any way except by a written instrument executed by the parties. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. TWB Associates, Inc.:

By: ________________________________ William Paik, President

Major Innovations, LLC:

By: ________________________________ Aneesha Majors, Managing Director

Garfield Baker:

By: ________________________________