AMENDMENT
TO PLAN AND AGREEMENT OF REORGANIZATION
BY AND BETWEEN
TONGA CAPITAL CORPORATION
AND
MOMENTUM BIOFUELS, INC.
Dated July __, 2006
The undersigned parties to the above agreement, for and in
consideration of mutual benefits, detriments and promises, hereby agree to amend
the Plan and Agreement of Reorganization as follows:
1) Exchange of Shares. The preamble Section C. shall be amended to change
38,000,000 shares to 39,275,000 shares.
2) Articles 1.1 and 1.2 are amended to change 38,000,000 shares to 39,275,000
shares.
3) Article 10.7 shall be amended to delete ▇▇▇ ▇▇▇▇▇ and substitute ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.
4) Article 4.2 is amended to reflect 24,377,539 shares of TCC as issued and
outstanding.
5) Article 10.10 shall be amended to change "13,000,000" shares to 15,274,600
shares in exchange for a note for $400,000 to Ultimate Investment Corp. due
90 days from date of the Amendment. Ultimate Investment Corp agreed to
retire 12,514,600 shares to treasury at closing, and others are retiring
2,760,000 shares to treasury at closing.
6) Tonga Capital Corp. hereby grants piggyback registration rights to ▇. ▇▇▇▇
Consulting, Inc., Shortline Equity Partners, Inc. and Ultimate Investments,
Inc. for all Tonga shares owned by them, and if no registration statement
has been filed within 6 months of date hereof, such entities are granted
demand registration rights.
All other terms and conditions remain in force and effect.
Tonga Capital Corp.
by _____________________________________
Momentum Biofuels, Inc.
by _____________________________________