by and between Tonga Capital Corporation a Colorado corporation and Momentum Biofuels, Inc. a Texas corporation

                      Agreement and Plan of Reorganization

                                 by and between
                            Tonga Capital Corporation
                             a Colorado corporation
                                       and
                             Momentum Biofuels, Inc.
                               a Texas corporation

                          dated: _____________________











                      AGREEMENT AND PLAN OF REORGANIZATION

                            Tonga Capital Corporation
                                       and
                             Momentum Biofuels, Inc.

         This Agreement and Plan of  Reorganization  ("Agreement"),  dated as of
__________________,  among  Tonga  Capital  Corporation  (TCC),  a Colorado
Corporation,  Momentum  Biofuels,  Inc. ("MBF"),  a Texas  Corporation,  and the
subscribing  shareholders  of MBF.  ("MBF  Shareholders")  who  will  join  this
Agreement by execution.


                              W I T N E S S E T H:

         A.       WHEREAS, MBF and TCC are corporations duly organized under the
laws of the State of Texas and Colorado.

         B. Plan of  Reorganization.  The subscribing MBF  Shareholders  are the
owners of 100% of the  issued and  outstanding  common  stock of MBF.  It is the
intention that 100% of the issued and outstanding stock of MBF shall be acquired
by TCC in exchange solely for its voting stock.  For federal income tax purposes
it is intended that this exchange shall qualify as a  reorganization  within the
meaning of SEC 368  (a)(1)(B) of the Internal  Revenue Code of 1986,  as amended
(the "Code").

         C. Exchange of Shares.  TCC and the subscribing MBF Shareholders  agree
that 100% of the  approximately  38,000,000 common shares issued and outstanding
of MBF shall be exchanged with TCC for 38,000,000  shares of the common stock of
TCC. The TCC shares,  on the closing date, shall be delivered ratably divided to
the individual subscribing  shareholders of MBF in exchange for their MBF shares
as hereinafter set forth.

     D. WHEREAS, the parties hereto wish to enter into this Agreement,  pursuant
to the provisions of the Colorado Business Corporation Act.

         NOW, THEREFORE, it is agreed among the parties as follows:








                                    ARTICLE I

                                The Consideration

         1.1 Subject to the  conditions  set forth herein on the "Closing  Date"
(as herein defined),  the subscribing  Shareholders of MBF shall exchange all of
their  shares of MBF or  38,000,000  common  shares  of TCC  common  stock.  The
transactions  contemplated  by this  Agreement  shall be  completed at a closing
("Closing")  on a  closing  date  ("Closing  Date")  which  shall  be as soon as
practicable  after joinder in this exchange by MBF Shareholders  holding 100% of
the  outstanding  MBF  common  shares,  except  that  such  transaction  must be
completed on or before  August 4, 2006,  or this  Agreement  shall expire unless
extended in writing.

         On the Closing  Date,  all of the  documents to be furnished to TCC and
MBF,  including  the  documents to be furnished  pursuant to Article VII of this
Agreement,  shall be delivered to M.A.  Xxxxxxx,  to be held in escrow until the
Closing  Date or the date of  termination  of this  Agreement,  whichever  first
occurs,  and  thereafter  shall be promptly  distributed to the parties as their
interests may appear.

         1.2 At the Closing Date, MBF shall become a wholly owned  subsidiary of
TCC. MBF's  shareholders shall receive pro rata shares of voting common stock as
follows:

                  TCC shall issue  38,000,000  of its shares of common stock for
                  100%  of  the   outstanding   common  shares  of  MBF  to  the
                  subscribing  shareholders of MBF,  ratably  according to their
                  interests.

         1.3 If this  Agreement  is duly  executed by the holders of 100% of the
outstanding  common stock of MBF,  subject to the other  provisions  hereof,  it
shall become  effective,  and such date of final  execution shall be the closing
date of this Agreement.


                                   ARTICLE II

                         Issuance and Exchange of Shares

         2.1 The shares of no par value  common  stock of TCC shall be issued by
it to the subscribing MBF shareholders at Closing.

         2.2 TCC  represents  that no  outstanding  options or warrants  for any
unissued shares exist.







         2.3 The stock  transfer  books of MBF  shall be  closed on the  Closing
Date,  and  thereafter no transfers of the stock of MBF shall be made. MBF shall
appoint  an  exchange  agent  ("Exchange  Agent"),  to accept  surrender  of the
certificates  representing  the common shares of MBF, and to deliver in exchange
for  such  surrendered  certificates,   shares  of  common  stock  of  TCC.  The
authorization  of the Exchange  Agent may be  terminated by TCC after six months
following the Closing Date. Upon termination of such  authorization,  any shares
of MBF and any funds held by the Exchange Agent for payment to MBF  shareholders
pursuant to this Agreement  shall be transferred to TCC or its designated  agent
who  shall  thereafter  perform  the  obligations  of  the  Exchange  Agent.  If
outstanding  certificates  for shares of MBF are not  surrendered or the payment
for them not claimed prior to such date on which such payments  would  otherwise
escheat to or become  the  property  of any  governmental  unit or  agency,  the
unclaimed items shall, to the extent  permitted by abandoned  property and other
applicable  law,  become  the  property  of TCC  (and to the  extent  not in its
possession  shall be paid over to it),  free and clear of all claims or interest
of any persons previously entitled to such items. Notwithstanding the foregoing,
neither the Exchange  Agent nor any party to this  Agreement  shall be liable to
any holder of MBF shares for any amount paid to any governmental  unit or agency
having jurisdiction of such unclaimed item pursuant to the abandoned property or
other applicable law of such jurisdiction.

         2.4 No  fractional  shares of TCC stock  shall be issued as a result of
the Agreement. Shares shall be rounded up to nearest whole share.

         2.5 At the Closing Date,  each holder of a certificate or  certificates
representing  common  shares of MBF,  upon  presentation  and  surrender of such
certificate or certificates to the Exchange Agent,  shall be entitled to receive
the  consideration  set forth herein,  except that holders of those shares as to
which dissenters' rights shall have been validly asserted and perfected pursuant
to Colorado  law shall not be  converted  into shares of TCC common  stock,  but
shall represent only such dissenters' rights. Upon such presentation, surrender,
and exchange as provided in this Section 2.5,  certificates  representing shares
of MBF previously  held shall be canceled.  Until so presented and  surrendered,
each certificate or certificates which represented issued and outstanding shares
of MBF at the Closing  Date shall be deemed for all  purposes  to  evidence  the
right to receive the  consideration  set forth in Section 1.2 of this Agreement.
If the certificates representing shares of MBF have been lost, stolen, mutilated
or destroyed,  the Exchange  Agent shall require the  submission of an indemnity
agreement and may require the submission of a bond in lieu of such certificate.







                                   ARTICLE III

                           Representations, Warranties
                    and Covenants of Momentum Biofuels, Inc.

         No  representations  or warranties  are made by any director,  officer,
employee  or  shareholder  of MBF as  individuals,  except as and to the  extent
stated in this Agreement or in a separate written statement (the "MBF Disclosure
Statement"), if any. MBF hereby represents, warrants and covenants to TCC except
as stated in the MBF Disclosure Statement, as follows:

         3.1 MBF is a corporation  duly organized,  validly existing and in good
standing under the laws of the State of Texas,  and has the corporate  power and
authority to carry on its business as it is now being conducted. The Certificate
of  Incorporation  and Bylaws of MBF are complete and  accurate,  and the minute
books of MBF contain a record,  which is complete  and  accurate in all material
respects,  of all meetings,  and all corporate  actions of the  shareholders and
board of directors of MBF.

         3.2 The aggregate  number of shares which MBF is authorized to issue is
100,000,000shares  of common  stock of which  38,000,000shares  are  issued  and
outstanding.

         3.3 MBF has complete and unrestricted power to enter into and, upon the
appropriate  approvals  as  required  by law,  to  consummate  the  transactions
contemplated by this Agreement.

         3.4  Neither  the  making  of nor the  compliance  with the  terms  and
provisions of this Agreement and consummation of the  transactions  contemplated
herein by MBF will  conflict  with or result  in a breach  or  violation  of the
Articles of Incorporation or Bylaws of MBF.

         3.5 The execution,  delivery and performance of this Agreement has been
duly authorized and approved by MBF' Board of Directors.

         3.6 There are no legal proceedings or regulatory  proceedings involving
material claims pending,  or to the knowledge of the executive  officers of MBF,
threatened against MBF or affecting any of its assets or properties,  and to the
knowledge of MBF' officers, MBF is not in any material breach or violation of or
default under any contract or  instrument to which MBF is a party,  or under its
respective  Articles  of  Incorporation  or  Bylaws,  nor is there  any court or
regulatory order pending, applicable to MBF.

         3.7 The representations and warranties of MBF shall be true and correct
as of the date hereof and as of the Closing Date.







         3.8 No  representation  or warranty by MBF in this  Agreement,  the MBF
Disclosure  Statement or any certificate  delivered pursuant hereto contains any
untrue  statement  of a  material  fact or  omits  to state  any  material  fact
necessary to make such representation or warranty not misleading.

         3.9 To the knowledge of the executive officers of MBF, all trade names,
inventions,  discoveries,  ideas,  research,  engineering,  methods,  practices,
processes,   systems,   formulae,   designs,   drawings,   products,   projects,
improvements,  developments,  know-how,  and trade secrets which are used in the
conduct of MBF' business,  whether registered or unregistered  (collectively the
Proprietary  Rights)  are owned by MBF,  or a part of the  public  domain To the
knowledge  of the  executive  officers  of MBF,  MBF created or  developed  such
Proprietary   Rights  and  such  Proprietary  Rights  are  not  subject  to  any
restriction,  lien, encumbrance,  right, title or interest in others. All of the
Proprietary  Rights  stand  solely in the name of MBF and not in the name of any
shareholder,  director, officer, agent, partner or employee or anyone else known
to the  executive  officers of MBF, and none of the same have any right,  title,
interest, restriction, lien or encumbrance therein or thereon or thereto. To the
knowledge  of the  executive  officers of MBF,  MBF's  ownership  and use of the
Proprietary  Rights do not and will not infringe upon,  conflict with or violate
in any  material  respect any patent,  copyright,  trade  secret or other lawful
proprietary  right  of any  other  party,  and no claim is  pending  or,  to the
knowledge of the  executive  officers of MBF,  threatened to the effect that the
operations  of MBF infringe  upon or conflict  with the  asserted  rights of any
other person under any of the  Proprietary  Rights,  and to the knowledge of the
executive  officers  of MBF  there is no  reasonable  basis  for any such  claim
(whether or not pending or threatened). No claim is pending, or to the knowledge
of the  executive  officers  of MBF,  threatened  to the  effect  that  any such
Proprietary  Rights  owned or licensed by MBF,  or which MBF  otherwise  has the
right to use, is invalid or unenforceable by MBF.

         3.10 (i) MBF has not received  notice of any  material  violation of or
investigation  relating to any  environmental or pollution law,  regulation,  or
ordinance with respect to assets now or previously owned or operated by MBF that
has not been fully and finally resolved;  (ii) to the knowledge of the executive
officers  of MBF,  all  permits,  licenses  and other  authorizations  which are
required under United  States,  federal,  state,  provincial and local laws with
respect to pollution or protection of the  environment  ("Environmental  Laws"),
including  Environmental  Laws  relating  to  actual  or  threatened  emissions,
discharges  or  releases  of  pollutants,  contaminants  or  hazardous  or toxic
materials or wastes ("Pollutants") have been obtained; (iii) to the knowledge of
the  executive  officers  of MBF,  no  conditions  exist  on,  in or  about  the
properties  now or  previously  owned  or  operated  by  MBF or any  third-party
properties to which any  Pollutants  generated by MBF were sent or released that
could give rise on the part of MBF to material liability under any Environmental
Laws,  material claims by third parties under Environmental Laws or under common
law or the  occurrence of material  costs to avoid any such  liability or claim;
and (iv) to the  knowledge of the  executive  officers of MBF, all  operators of
MBF's assets are in material  compliance  with all terms and  conditions of such
Environmental  Laws,  permits,  licenses  and  authorizations,  and are  also in
compliance  with all other  limitations,  restrictions,  conditions,  standards,
prohibitions,  requirements,  obligations, schedules and timetables contained in
such laws or contained in any regulation,  code, plan, order, decree,  judgment,
notice or demand letter issued,  entered,  promulgated  or approved  thereunder,
relating to MBF's assets.







         3.11 MBF shall deliver at closing to TCC audited  financial  statements
of MBF dated May 22, 2006,  2006. All such  statements,  herein sometimes called
"MBF  Financial  Statements,"  are (and will be)  complete  and  correct  in all
material  respects and,  together with the notes to these financial  statements,
present  fairly the financial  position and results of operations of MBF for the
periods  indicated.  All financial  statements of MBF will have been prepared in
accordance with generally accepted accounting principles.

         3.12 Since the date of the MBF Financial Statement, there have not been
any  material  adverse  changes  in the  business  or  condition,  financial  or
otherwise,  of MBF. MBF does not have any material  liabilities or  obligations,
secured or unsecured  except as shown on the financialsof MBF dated May 22, 2006
(whether accrued, absolute, contingent or otherwise).

                                   ARTICLE IV

                  Representations, Warranties and Covenants of
                            Tonga Capital Corporation

         No  representations  or warranties  are made by any director,  officer,
employee  or  shareholder  of TCC as  individuals,  except as and to the  extent
stated  in  this  Agreement  or in a  separate  written  statement.  TCC  hereby
represents, warrants and covenants to MBF and its shareholders, except as stated
in the TCC Disclosure Statement, as follows:

         4.1 TCC is a corporation  duly organized,  validly existing and in good
standing  under the laws of the State of Colorado,  and has the corporate  power
and authority to own or lease its  properties and to carry on its business as it
is now being conducted.  The Articles of Incorporation and Bylaws of TCC, copies
of which have been  delivered to MBF, are complete and accurate,  and the minute
books of TCC contain a record,  which is complete  and  accurate in all material
respects,  of all meetings,  and all corporate  actions of the  shareholders and
Board of Directors of TCC.

         4.2 The aggregate  number of shares which TCC is authorized to issue is
500,000,000  shares of common stock, of which  24,390,039  shares of such common
stock are issued and outstanding, fully paid and non-assessable,  at the Closing
under this  Agreement.  TCC will  have,  on the  Closing  Date,  no  outstanding
options,  warrants or other rights to purchase,  or subscribe  to, or securities
convertible  into or exchangeable  for any shares of capital stock. No preferred
stock of TCC is outstanding.

         4.3 TCC has complete and unrestricted power to enter into and, upon the
appropriate  approvals  as  required  by law,  to  consummate  the  transactions
contemplated by this Agreement.







         4.4  Neither  the  making  of nor the  compliance  with the  terms  and
provisions of this Agreement and consummation of the  transactions  contemplated
herein by TCC will  conflict  with or result  in a breach  or  violation  of the
Articles of Incorporation or Bylaws of TCC.

         4.5 The  execution  of this  Agreement  has been  duly  authorized  and
approved by the Board of Directors of TCC.

         4.6 TCC has delivered to MBF audited financial  statements of TCC dated
December 31, 2005 and interim  statements  (unaudited) dated March 31, 2006. All
such statements,  herein  sometimes called "TCC Financial  Statements," are (and
will be) complete and correct in all material  respects  and,  together with the
notes to these financial  statements,  present fairly the financial position and
results of operations of TCC for the periods  indicated.  All  statements of TCC
will have  been  prepared  in  accordance  with  generally  accepted  accounting
principles.

         4.7 Since the dates of the TCC  Financial  Statements,  there  have not
been any material  adverse  changes in the business or  condition,  financial or
otherwise,  of TCC. TCC does not have any material  liabilities or  obligations,
secured or  unsecured  except as shown on the  updated  financials  of TCC dated
March 31, 2006 (whether accrued, absolute, contingent or otherwise).

         4.8 There are no legal proceedings or regulatory  proceedings involving
material claims pending, or, to the knowledge of the officers of TCC, threatened
against TCC or affecting any of its assets or properties,  and TCC is not in any
material  breach or violation of or default  under any contract or instrument to
which TCC is a party,  and no event has occurred which with the lapse of time or
action by a third party could  result in a material  breach or  violation  of or
default by TCC under any contract or other instrument to which TCC is a party or
by which they or any of their respective properties may be bound or affected, or
under their respective  Articles of  Incorporation  or Bylaws,  nor is there any
court or regulatory order pending, applicable to TCC.

         4.9 TCC shall not enter into or consummate  any  transactions  prior to
the Closing Date other than in the  ordinary  course of business and will pay no
dividend,  or increase the  compensation of officers and will not enter into any
agreement or transaction  which would adversely  affect its financial  condition
except  pursuant  to the  proposed  minutes  of the  Board of  Directors  of TCC
presented herewith for approval by MBF.

         4.10  The  representations  and  warranties  of TCC  shall  be true and
correct as of the date hereof and as of the Closing Date.

         4.11 TCC  corporate  books and records are true records of its actions.
TCC will also deliver to MBF on or before the Closing Date any reports  relating
to the  financial  and  business  condition of TCC which occur after the date of
this  Agreement and any other reports sent generally to its  shareholders  after
the date of this Agreement.







         4.12  TCC has no employee benefit plan in effect at this time

         4.13  TCC is  current  in its  filing  obligations  under  the  federal
securities  laws.  No  report  filed  by TCC with the  Securities  and  Exchange
Commission  contains any untrue  statement of a material  fact or omits to state
any  material  fact  necessary  to make  such  representation  or  warranty  not
misleading, and all such reports comply as to form and substance in all material
respects with all applicable SEC requirements.

         4.14 TCC agrees  that all rights to  indemnification  now  existing  in
favor  of  the  employees,   agents,  directors  or  officers  of  MBF  and  its
subsidiaries,  as  provided  in the  Articles  of  Incorporation  or  Bylaws  or
otherwise  in  effect  on  the  date  hereof  shall  survive  the   transactions
contemplated  hereby in accordance with their terms,  and TCC expressly  assumes
such indemnification obligations of MBF.

                                    ARTICLE V

               Obligations of the Parties Pending the Closing Date

         5.1 At all times prior to the  Closing  Date  during  regular  business
hours, each party will permit the other to examine its books and records and the
books and  records  of its  subsidiaries  and will  furnish  copies  thereof  on
request.  It is recognized that, during the performance of this Agreement,  each
party may provide the other parties with  information  which is  confidential or
proprietary  information.  The recipient of such information  shall at all times
protect such  information  from  disclosure,  other than disclosure  required by
rule,  regulation,  or law,  other  than  to  members  of its own or  affiliated
organizations and its professional  advisers,  in the same manner as it protects
its own confidential or proprietary  information from  unauthorized  disclosure,
and not use such  information  to the  competitive  detriment of the  disclosing
party. In addition,  if this Agreement is terminated for any reason,  each party
shall  promptly  return or cause to be returned all  documents or other  written
records of such  confidential  or  proprietary  information,  together  with all
copies of such  writings and, in addition,  shall either  furnish or cause to be
furnished,  or shall destroy, or shall maintain with such standard of care as is
exercised with respect to its own confidential or proprietary  information,  all
copies of all documents or other written  records  developed or prepared by such
party  on  the  basis  of  such  confidential  or  proprietary  information.  No
information  shall  be  considered  confidential  or  proprietary  if it is  (a)
information  already in the possession of the party to whom  disclosure is made,
(b) information  acquired by the party to whom the disclosure is made from other
sources,  or (c)  information  in the public  domain or  generally  available to
interested  persons or which at a later date  passes  into the public  domain or
becomes available to the party to whom disclosure is made without any wrongdoing
by the party to whom the disclosure is made.







         5.2 TCC and MBF shall promptly  provide each other with  information as
to any significant  developments in the performance of this Agreement, and shall
promptly  notify  the  other if it  discovers  that any of its  representations,
warranties  and  covenants  contained  in  this  Agreement  or in  any  document
delivered  in  connection  with this  Agreement  was not true and correct in all
material respects or became untrue or incorrect in any material respect.

         5.3 All parties to this Agreement  shall take all such action as may be
reasonably  necessary and  appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.

                                   ARTICLE VI

                             Procedure For Exchange

         6.1 At the  Closing  Date,  the  exchange  shall be  effected  within 4
business days after  receipt by M. A.  Xxxxxxx,  as attorney for TCC, of the MBF
common stock certificates representing 100% of the issued and outstanding common
stock of MBF,  together  with the signed  Exchange  Agreements,  containing  the
information necessary to issue the TCC shares to the exchanging  shareholders of
MBF, by instructing the transfer agent of TCC to issue the new  certificates and
sending  the   certificates   of  TCC  by  Federal  Express  to  the  exchanging
shareholders.

                                   ARTICLE VII

                           Conditions Precedent to the
                          Consummation of the Exchange

         The  following  are  conditions  precedent to the  consummation  of the
Agreement on or before the Closing Date:

         7.1 MBF and TCC  shall  have  performed  and  complied  with all of its
respective  obligations  hereunder which are to be complied with or performed on
or before the  Closing  Date and TCC and MBF shall  provide  one  another at the
Closing with a certificate  to the effect that such party has performed  each of
the acts and  undertakings  required  to be  performed  by it on or  before  the
Closing Date pursuant to the terms of this Agreement.

         7.2 This Agreement,  the  transactions  contemplated  herein shall have
been duly and  validly  authorized,  approved  and  adopted,  at meetings of the
shareholders of MBF duly and properly called for such purpose in accordance with
the applicable laws.







         7.3 No action,  suit or proceeding  shall have been instituted or shall
have  been  threatened  before  any court or other  governmental  body or by any
public authority to restrain,  enjoin or prohibit the transactions  contemplated
herein,  or which might subject any of the parties hereto or their  directors or
officers to any material liability,  fine,  forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers,  have violated any  applicable  law or regulation or have otherwise
acted improperly in connection with the transactions  contemplated  hereby,  and
the parties  hereto have been  advised by counsel  that,  in the opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.

         7.4 All actions,  proceedings,  instruments  and documents  required to
carry out this Agreement and the transactions  contemplated  hereby and the form
and substance of all proceedings and related matters shall have been approved by
counsel for MBF and TCC.

         7.5  The  representations  and  warranties  made by MBF and TCC in this
Agreement shall be true as though such  representations  and warranties had been
made or given on and as of the Closing Date.

         7.6 Securities Laws  Compliance.  Each shareholder of MBF shall sign an
Exchange  Agreement  as  contained  on  Schedule A. It is  anticipated  that the
following SEC filings will need to be made as a result of the Plan and Agreement
and the exchange:  Forms 8-K, 8K12(g) 3, 13d and 13g, and appropriate amendments
to the  forms 8-k as may be  necessary  to  include  pro  forma  financials  and
consolidated financials.

         7.7 TCC shall  furnish MBF with a  certified  copy of a  resolution  or
resolutions  duly  adopted  by the Board of  Directors  of TCC,  approving  this
Agreement and the transactions contemplated by it.

                                  ARTICLE VIII

                           Termination and Abandonment

         8.1   Anything   contained   in   this   Agreement   to  the   contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to the Closing Date:

                  (a)      By mutual consent of MBF and TCC;

                  (b) By MBF, or TCC, if any  condition set forth in Article VII
relating to the other party has not been met by the closing date or has not been
waived in writing by the other party;







                  (c) By MBF,  or TCC, if any suit,  action or other  proceeding
shall be pending or threatened by the federal or a state  government  before any
court or  governmental  agency,  in which it is sought to restrain,  prohibit or
otherwise affect the consummation of the transactions contemplated hereby;

                  (d)      By any party, if there is discovered any material
error, misstatement or omission in the representations and warranties of another
party;

                  (e) By any party if the  Agreement  Closing Date is not within
30 days from the date hereof, or if the Closing Date passes without performance.

         8.2 Any of the terms or conditions  of this  Agreement may be waived in
writing at any time by the party which is entitled  to the benefit  thereof,  by
action taken by its Board of Directors provided; however, that such action shall
be taken only if, in the judgment of the Board of  Directors  taking the action,
such waiver will not have a materially  adverse effect on the benefits  intended
under this Agreement to the party waiving such term or condition.

                                   ARTICLE IX

                        Termination of Representation and
                        Warranties and Certain Agreements

         9.1 The respective representations and warranties of the parties hereto
shall expire  with,  and be  terminated  and  extinguished  four years after the
Closing  Date of the  Agreement;  provided,  however,  that  the  covenants  and
agreements of the parties hereto shall survive in accordance with their terms.


                                    ARTICLE X

                                  Miscellaneous

         10.1 This Agreement  embodies the entire agreement between the parties,
and there have been and are no agreements,  representations  or warranties among
the parties other than those set forth herein or those provided for herein.

         10.2 To  facilitate  the  execution  of this  Agreement,  any number of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.

         10.3 All parties to this Agreement  agree that if it becomes  necessary
or desirable to execute further  instruments or to make such other assurances as
are deemed necessary,  the party requested to do so will use its best efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.







         10.4  This  Agreement  may be  amended  upon  approval  of the Board of
Directors of each party provided that the shares issuable hereunder shall not be
amended without approval of the requisite shareholders of MBF.

         10.5  Any  notices,  requests,  or  other  communications  required  or
permitted  hereunder shall be delivered  personally or sent by overnight courier
service, fees prepaid, addressed as follows:

         To: Momentum Biofuels, Inc.
         0000 Xxxxxx Xxx Xxxxx
         Xxxxx 000
         Xxxxxx Xxxx XX, 00000



         To:  Tonga Capital Corporation:


or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.

     10.6 No press release or public  statement  will be issued  relating to the
transactions  contemplated  by this Agreement  without prior approval of MBF and
TCC. However, either MBF or TCC may issue at any time any press release or other
public  statement  it believes on the advice of its counsel it is  obligated  to
issue to avoid liability  under the law relating to  disclosures,  but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior  notice of and  opportunity  to  participate  in such
release or statement.

         10.7  The  Board  of  Directors  of TCC  shall  appoint  the  following
individuals to the Board of Directors of TCC and as Officers concurrent with the
closing of the transaction contemplated in this agreement, subject to compliance
with Section 14f of the Securities  Exchange Act of 1934 by mailing of Notice to
shareholders:

                           Xxxxxxx Xxxxxxxx - President
                           Xxxxxxxxx Xxxxx

         10.8  Within  five  days  after  the  date  of  this   Agreement,   the
shareholders of MBF holding a total of 100% of the issued and outstanding shares
of MBF shall join this Agreement by execution of the signature  page hereon.  In
the event  this  provision  is not  complied  within  the time  specified,  this
Agreement and Plan of  Reorganization  shall be null and void and all agreements
terminated.







            10.9 It is a  condition  of Closing  under this  Agreement  that TCC
shall remain listed in good standing on the OTCBB as of Closing date.

         10.10 Xxxxx Xxxxxx,  Shortline  Equity and X. Xxxx Consulting  agree to
sell  13,000,000  shares back to the company for a purchase price of $400,000 to
be paid at and as a condition of closing.

         10.11 As a continuing  covenant surviving closing under this Agreement,
Momentum  Biofuels,  Inc. hereby agrees that no more than 5% of the total issued
and outstanding common shares shall be issued in options or warrants in the next
three  years.  Such  percentage  shall  be  automatically  adjusted  based  upon
issuances for equity or acquisitions.

         10.12 As a condition  to this  Agreement,  1,250,000  common  shares of
Tonga for retirement to treasury shall be canceled and retired.






         IN WITNESS  WHEREOF,  the  parties  have set their hands and seals this
____ day of _____________, 2006.

                            Tonga Capital Corporation


                         By:____________________________
                                    President

                         Attest:________________________
                                    Secretary

                             Momentum Biofuels, Inc.


                         By:___________________________

                                    President

                        Attest: ________________________
                                    Secretary

Momentum  Biofuels,  Inc.  SHAREHOLDERS  (by  signature  below  or  pursuant  to
execution of the  Exchange  Agreement  and  Representations  incorporating  this
Agreement by reference.)


Signatures                 Please Print Names         # of Shares

1______________________    ______________________    ________________

2______________________    ______________________    ________________

3______________________    ______________________    ________________

4______________________    ______________________    ________________

5______________________    ______________________    ________________