M. Diamond Resources, Inc.

2355 Westwood Blvd. #555

Los Angeles, Calif. 90064
(310) 837-3537 Telephone
(310) 202-7676 Facsimile

RIGHT OF FIRST REFUSAL AGREEMENT

THIS RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement"), dated and effective as of the ____ day of
__________, 2011, is made by and between M. Diamond Resources, Inc., (the "M. Diamond Resources, Inc. Joint-
Venture") and Investor, (the "Stockholder").

Recitals. M. Diamond Resources, Inc. owns certain Property or Stockholder’s Interest as more particularly
described at www.molaah.com and www.a2techgrp.net attached hereto and incorporated by this reference, located in
Henderson, Nevada and Los Angeles, California (the “M. Diamond Resources, Inc. Joint-Venture”). M. Diamond
Resources, Inc. desires to give, grant, bargain, sell, and convey to Investor certain rights to purchase the Property or
Stockholder’s Interest on the terms and subject to the conditions set forth herein. Accordingly, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Right of First Refusal. In the event M. Diamond Resources, Inc. shall receive a bona fide offer for the purchase
of the Property or Stockholder’s Interest at anytime after the date hereof [and before the Expiration Date as hereinafter
defined], and the offer of purchase shall be acceptable to M. Diamond Resources, Inc., M. Diamond Resources, Inc. will
not sell the Property or Stockholder’s Interest or any portion thereof without first offering the Property or Stockholder’s
Interest to Investor pursuant to this paragraph. M. Diamond Resources, Inc. shall give Investor the right to purchase the
Property or Stockholder’s Interest at the price of $2,00,000.00, of which, is reflective of a pending $20,000,000.00
investment to initiate an underwriting proposal to assist M. Diamond Resources, Inc. in an initial $487,491,800.00
Global IPO R&D Joint-Venture and on the initial terms of the offer so made and listed as Exhibit – A of this document.
This right shall be extended by M. Diamond Resources, Inc. giving written notice of the offer by registered mail to
Investor, requiring Investor to accept the offer in writing and to sign a purchase agreement within forty-five (45) days
after the mailing of the notice. In the event that Investor does not purchase the Property or Stockholder’s Interest on the
terms set forth above, then the Right of First Refusal granted herein shall lapse.

2. Burdens and Benefits. The covenants and agreements contained herein shall be binding upon and insured to the
benefit of the successors and assigns of the respective parties hereto. No party may assign this Agreement without the
consent of the other party.

3. Severability of Provisions. Each provision of this Agreement shall be considered severable, and if for any reason
any provision that is not essential to the effectuation of the basic purposes of the Agreement is determined to be invalid
and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those provisions of
this Agreement that are valid.

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 4. No Continuing Waiver. None of the parties hereto shall be deemed to have waived any rights hereunder unless
such waiver shall be in writing and signed by such party. The waiver by any party of any breach of this Agreement shall
not operate or be construed to be a waiver of any subsequent breach.

5. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the United
States and the Global Economic Union, without regard to principles of conflicts of laws.

6. Binding Agreement. This Agreement shall be binding on the parties hereto, and Acquiring the Property or
Stockholder’s Interest to Investor’s heirs, executors, personal representatives, successors and assigns.

7. Headings. All headings in this Agreement are for convenience of reference only and are not intended to qualify
the meaning of any provision of this Agreement.

8. Terminology. All personal pronouns used in this Agreement, whether used in the masculine, feminine, or neuter
gender, shall include all other genders, the singular shall include the plural, and vice versa as the context may require.

9. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an
original copy, and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that
all the parties shall not have signed the same counterpart. IN WITNESS WHEREOF, the parties have executed this
Right of First Refusal Agreement as of the date first above written.

Michael S. Diamond:

CEO Date

William E. Fields:

GCNO/Director Date

Investor:

Director Date

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Exhibit – A

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 M. Diamond Resources, Inc.
2355 Westwood Blvd. #555
Los Angeles, Calif. 90064
(310) 837-3537 Telephone
(310) 202-7676 Facsimile

Memorandum in Response to a Global EU SME Business Plan

To Whom It May Concern:

In response to a business plan to start operations in general support of new efforts toward Innovative
Environmentalism or E-Issues submitted, I have drafted this memorandum in the hopes of clarifying our
proposal toward a mutual joint venture that benefits our monetary goals and objectives as it relates to
underwriting our network operation on a global scale through banking principles under U.S. rules. First of all,
based upon my expertise as a researcher, I can only hope to use certain documents or web pages that best convey
our mutual expectations as they relate to operational planning and design. Based upon this fact I shall begin with a
definitive positioning of our cornerstone institution or think tank as it is involved with the distribution of
approximately 11,500 interface business models or SMEs as they are in turn referred to individually as
http://www.molaah.com, http://a2techgrp.net, etc.

My initial references are towards that of the Kamasutra Business Modeling technique mentioned within the
webpage http://www.molaah.com/Joint%20Venturing.html. This area of our definitive application explains the
global approaches or marketing umbrella for eCommerce that will deliver a business model of which facilitates an
educational environment conducive with thousands of clients, henceforward referred to as SME Evolving Novel
Organizational Forms @ http://www.dodccrp.org/events/12th_ICCRTS/CD/html/papers/093.pdf. The initial
numerical relationship or outline of the Kamasutra Business Modeling webpage is that of seven (7) major sections
as they turn relate to the procedural or literary outline of NASA’s System Engineering Handbook mentioned @
http://education.ksc.nasa.gov/esmdspacegrant/Documents/NASA%20SP-2007-6105%20Rev%201%20Final
%2031Dec2007.pdf. I have found that in an attempt to introduce new technologies or innovations to a pre-
existing marketplace that is either fundamentally or financially strained, that it is best advised not to reinvent the
wheel as of lately, but to use what others are most familiar with as far as terminology is concerned. Therefore, this
is the basic premise of all the documents used within this network to manufacture its consultative and high-tech
software or infrastructural job producing deliverables.

Overall this is how it works. In order to manage the operation as a business entity, while simultaneously educating
key personnel as to operational functionalities, I numbered the structural outline of key documents according

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cultural traditions and/or the numerical outline of the documents referenced themselves. In other words, the web
pages @ http://www.molaah.com/The%20Kamasutra%20Game%20Theorems%20Page.html are a definitive
example of our approaches in this area alone. Hidden within the structure of this webpage is the means by which
we shall adapt and utilize a host of literary works as a way of acquiring marketing strategies, while
simultaneously implementing those monetary tactics related to our overall financial objectives. The operational
business plan used to manage the internal functions of our network as it relates to the issues of monetary gain is
best referenced @ http://www.molaah.com/Business%20Plan.doc. This business plan defines our internal
operation parameters as well as the structural blueprint for contractual deliverables as defined @
http://www.molaah.com/Contracting%20Information%20Page.html as a support services SME in general, or as
specific high-tech SME infrastructures as referenced @ http://www.molaah.com/Network%20Commentary
%20Profile(s).html and http://www.molaah.com/Press%20Release%20Page.html.

For the record, may I suggest that any references or use of the words Small or Medium Size Enterprises (SME) be
reflective of those materials listed at;

A. Small and Medium Enterprise Development Framework

-http://www.usaid.gov/kh/documents/SME_Devel_Framework_English_Final_2005.pdf

B. Supporting Enterprise Development and SME in Europe

-http://www.eipa.eu/files/repository/eipascope/20100114122130_Eipascope_2009_2_Article3.pdf

C. SME eBusiness Readiness In Five Eastern European Countries

-http://www.bledconference.org/proceedings.nsf/0/04a0147a42f20802c1256e9f00375cdb/
$FILE/oliver.pdf

D. Leveraging Entrepreneurial Orientation To Enhance SME Export Performance

-http://www.sba.gov/advo/research/rs337tot.pdf

E. SME Adjustments to Information Technology In Trade Facilitation: The South Korean

Experience - http://www.unescap.org/tid/artnet/pub/wp6109.pdf

F. A More Complete Conceptual Framework for SME Finance

-http://siteresources.worldbank.org/INTFR/Resources/475459-1107891190953/661910-
1108584820141/Financing_Framework_berger_udell.pdf

G. Performance Modeling For Interoperability SMEs

-http://citeseerx.ist.psu.edu/viewdoc/download?doi=10.1.1.121.6906&rep=rep1&type=pdf

H. SME Marketing Programs - http://www.microfinancegateway.org/gm/document-

1.9.27123/28006_file_sme_marketing_prog_10.pdf

Subsequently, at this point there currently resides the need to further discuss our network’s financial configuration
as it relates to SME projects and banking. For the sake of argument and to avoid having our new innovative
approaches toward high-tech global networks defined by others or other institutions we have decided to use what
is called in the state of California a Seller Assisted Marketing Plan, of which, an example shall be forwarded to
you as a document or word file titled, NAME's Joint-Venture Services Contracts. This law provides for us with
the ability apply traditional laws toward global innovative institutions like ourselves at this point in our
development. Seller Assisted Marketing Plan contracts are best defined @
http://law.justia.com/california/codes/2009/civ/1812.200-1812.221.html. Since we have begun releasing or
distributing our business models for about $42,520 each through our eBay storefront @

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http://stores.ebay.com/molaah-dot-com?_rdc=1, which is around the maximum fee under California Law, our next
step then involves selecting our market and acquiring a general socioeconomic perspective as to a twofold set of
monetary ranges as (1.) the end-user clients @ http://www.manta.com/, and (2.) as a series of financial
worksheets that are reflective of those fiduciary predictions @ http://www.molaah.com/FEE
%20STRUCTURE/FINANCIAL%20WORKSHEETS/GLOBAL%20DATA%20SHEET%20PART-IIa.XLS, etc.

It is at this point that we request your entrance into the picture in general. If our proposal/business plan is read
correctly your position will be that of the financial facilitator for all of our global interests that are representative
of a vast number of U.S. patent titles and positions. In other words, underwrite our needs as a financial facilitator
of all 11,465 business models at our immediate deposal to the economic tune of approximately $487,491,800 in
subtotal, of which is currently reflective of an initial issue of our 75,000 corporate shares at a value of
approximately $6,500 for each share. In order to minimize risk all that need be done is to have perspective SME
owners of our services sign a debtors contract reflective of the new term titled Guaranteed Investment Contract
(GIC) @ http://en.wikipedia.org/wiki/Guaranteed_investment_contract or Secured Investment Contract (SIC) @
http://securedinvestmentcontracts.net/. My intent in referencing this idea is to minimize risk by having potential
SME owners of our business models become indebted or receive ghost loans of approximately $42,520 while not
actually receiving the monies involved in the initial transactions themselves by the keeping the monies placed
within their originating banking institution(s). I will elaborate upon this technique at a later date. All initial startup
expenses could be managed by engaging their setup processes through a distant learning environment and the
localized outsourcing of traditional business methodologies such as legal representation for additional fees. In
closing, I would like to simply state, “That I will basically give you free reign in going ahead and setting up your
financial operations with the full expectation of our unlimited technical support in producing those high-tech
goods and services as stated within the webpages at www.molaah.com. Our commitment to you and your
operation will be unwavering in regards to meeting our mutual expectations of monetary gain in the immediate
future as long as an atmosphere of trust reigns superior.”

Sincerely,

William E. Fields, General Contractor of Network Operations & Director