AMENDMENT NO. 1 TO TRANSITION AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1

TO

TRANSITION AGREEMENT

This Amendment No. 1 to Transition Agreement (this “Amendment”), dated as of September 4, 2009, is entered into by and among Waste2Energy Holdings, Inc. (formerly known as Maven Media Holdings, Inc.), a Delaware corporation (the “Corporation”), Waste2Energy, Inc., a Delaware corporation (“Waste2Energy”), Waste2Energy Group Holdings PLC, an Isle of Man company (“Waste2Energy Group Holdings”), Xxxxxxxxxxx x’Xxxxxx-Xxxxxx (“Xxxxxx”) and Xxxxx Xxxxx (“Xxxxx”).

WITNESSETH:

WHEREAS, on May 28, 2009, the Corporation, Waste2Energy, Waste2Energy Group Holdings, Xxxxxx and Xxxxx entered into a Transition Agreement (the “Transition Agreement”); and

WHEREAS, the parties now desire to amend the Transition Agreement as more particularly set forth below;

NOW, THEREFORE, in consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Transition Agreement is hereby amended as follows:

1.              Throughout the Transition Agreement, all references to “final closing” or “final Closing” shall be deleted and replaced by “termination”.

2.              Except as modified herein, the terms of the Transition Agreement shall remain in full force and effect.

3.              This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment.  A signature delivered by facsimile shall constitute an original.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first stated above.

	Waste2Energy Holdings, Inc.
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx Title: President

	Waste2Energy Group Holdings PLC
	By:	/s/ Stockton Xxxxxxxxx
		Name: Stockton Xxxxxxxxx
		Title: Director

	Waste2Energy, Inc.
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: President

	By:	/s/ Xxxxxxxxxxx x’Xxxxxx-Xxxxxx
		Xxxxxxxxxxx x’Xxxxxx-Xxxxxx

	By:	/s/ Xxxxx Xxxxx
		Xxxxx Xxxxx