SENIOR SECURED CONVERTIBLE NOTE

"AMOUNT"                                                  League City, Texas
                                                                     ____, 2008


         FOR VALUE RECEIVED,  Momentum  Biofuels,  Inc., a Colorado  corporation
("MMBI")    and    Momentum     Biofuels,     Inc.,    a    Texas    corporation
("MMBI-Texas")(together,  "Borrower"),  2600 South Shore Blvd, Suite 100, League
City,  TX 77573 (the  "Borrower"),  promises  to pay to the order of "NAME" at
"ADDRESS"  (the  "Holder")  or at such other  place as Holder may from time to
time designate in writing, the principal sum of "AMOUNT" ($AutoMergeField)
in lawful money of the United  States of America,  together  with interest on so
much  thereof  as is from  time  to time  outstanding  at the  rate  hereinafter
provided, and payable as hereinafter provided.

         This note is one of a series of notes,  designated  the Senior  Secured
Convertible  Notes  (individually  referred to herein as a "Note," the series of
notes is referred to herein  collectively  as the  "Notes"),  aggregating  up to
$600,000 issued by the Borrower.  All the Notes shall rank pari passu in respect
to payment of principal and interest and upon any  dissolution,  liquidation  or
winding-up  of  Borrower,  or either of them.  The holders of the Notes shall be
referred to as the "Lenders." As used herein, the term "Majority of the Lenders"
means a majority in interest of the Holders of the Notes.

1.  Interest  Rate.  The unpaid  balance of this Note shall bear interest at the
rate of ten percent (10%) per annum, simple interest.

2. Payment/Maturity Date. Interest will be payable quarterly on the first day of
the  months of  August,  November,  February,  and May.  The  total  outstanding
principal  balance hereof,  together with accrued and unpaid interest,  shall be
paid on May 1, 2013.

3. Payment in Kind.  Interest will be payable in cash.

4. Default  Interest and Attorney  Fees.  Upon  declaration  of a valid  default
hereunder,  the balance of the  principal  remaining  unpaid,  interest  accrued
thereon,  and all other  costs,  and fees  shall  bear  interest  at the rate of
eighteen  percent  (18%) per  annum  from the date of  default.  In the event of
default, the Borrower and all other parties liable hereon agree to pay all costs
of collection,  including reasonable  attorneys' fees. In addition,  if Borrower
defaults in any of the covenants set forth in paragraph 11,  Borrower will issue
Holder one  warrant  to  purchase  one share of MMBI's  common  stock  ("Penalty
Warrant") for each $.25 principal  amount of the Note. The Penalty Warrants will
be exercisable for seven years from the date of default at an exercise price per
share of the  closing bid price of MMBI's  common  stock on the date of default,
and shall have customary anti-dilution rights (for stock splits, stock dividends
and sales of substantially all the company's assets), and piggyback registration
rights.

5. Security Agreement. This Note is secured by all of the assets and property of
Borrower (the "Property"),  in accordance with the terms of a Security Agreement
(the "Security Agreement") and other documents evidencing such security interest
between the Borrower and the Holder (with the Security Agreement,  the "Security
Documents.").

6. Interest  Calculation.  Daily  interest shall be calculated on a 365-day year
and the actual number of days in each month.


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7.       Conversion.

     (a)  Holder may convert the  balance of the Note,  or any portion  thereof,
          and all accrued  interest  into shares of MMBI's  common  stock at any
          time at the Conversion Price of $0.40 per share.

     (b)  Upon any recapitalization or restructuring or other adjustment of MMBI
          capital  structure  in which the  number of shares of common  stock is
          adjusted,  increased or decreased,  or otherwise  modified,  or in the
          event of a spin-off  or other  distribution  of  assets,  or merger or
          acquisition,  then the number  and type of shares or other  securities
          into which the principal  amount and accrued interest of this Note may
          be converted  shall  likewise be changed so that this Note and accrued
          interest is thereafter convertible into the number of shares of common
          stock or other securities of MMBI which the Holder would have received
          had the Holder  converted  the  entire  principal  amount and  accrued
          interest under this Note into common stock of MMBI  immediately  prior
          to such recapitalization, restructuring or other event.

     (c)  The Holder may not convert  any portion of this Note,  or be forced to
          convert any portion of this Note, to the extent such conversion  would
          result in the Holder  beneficially owning (as determined in accordance
          with Section  13(d) of the Exchange Act and the rules  thereunder)  in
          excess of 4..999% of the then  issued and  outstanding  shares of MMBI
          common stock,  including  shares  issuable upon conversion of the Note
          held by the Holder  after  application  of this  paragraph;  provided,
          however, that upon a holder of this Note providing MMBI with sixty-one
          (61) days prior notice (the "Waiver  Notice")  that such holder waives
          this subparagraph 7(d) with regard to any or all shares of MMBI common
          stock issuable upon  conversion of this Note,  this Section 7(d) shall
          be of no force or effect  with  regard to those  shares of MMBI common
          stock referenced in the Waiver Notice;  provided,  further,  that this
          provision  shall be of no further force or effect during the sixty-one
          (61) days  immediately  preceding  the  expiration of the term of this
          Note.

     (d)  The Holder may not convert  any portion of this Note,  or be forced to
          convert any portion of this Note, to the extent such conversion  would
          result in the Holder  beneficially owning (as determined in accordance
          with Section  13(d) of the Exchange Act and the rules  thereunder)  in
          excess of 9.999% of the then  issued  and  outstanding  shares of MMBI
          common stock,  including  shares  issuable upon conversion of the Note
          held by the Holder  after  application  of this  paragraph;  provided,
          however, that upon a holder of this Note providing MMBI with sixty-one
          (61) days prior notice (the "Waiver  Notice")  that such holder waives
          this subparagraph 7(d) with regard to any or all shares of MMBI common
          stock issuable upon  conversion of this Note,  this Section 7(d) shall
          be of no force or effect  with  regard to those  shares of MMBI common
          stock referenced in the Waiver Notice;  provided,  further,  that this
          provision  shall be of no further force or effect during the sixty-one
          (61) days  immediately  preceding  the  expiration of the term of this
          Note.

8.  Anti-Dilution.  If at any time before this Note is paid in full or converted
in full the MMBI (a) sells its common stock, or securities  convertible into its
common  stock,  at a price (or an  equivalent  conversion  price) lower than the
Conversion Price set forth in paragraph 7 of this Note; or (b) reduces the price
at which any of its convertible securities or warrants (other than this Note and
the Warrant issued at the same time as this Note) may be converted or exercised,
the  Conversion  Price  will be  reduced  to the price of the  common  stock (or
equivalent  conversion price) in such subsequent  transaction or transactions or
reductions.


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9.  Prepayment.  This Note may be prepaid in whole or part upon 30 days  written
notice.  If this Note is prepaid before May 1, 2010,  MMBI will issue the holder
of the Note a warrant (a  "Prepayment  Warrant") to purchase one share of MMBI's
common  stock  for each  $1.00  principal  amount of the  Note.  The  Prepayment
Warrants will be  exercisable  for seven years from the date the Note is paid at
an exercise price per share equivalent to the closing bid price of MMBI's common
stock on the date of payment, and shall have customary anti-dilution rights (for
stock  splits,  stock  dividends  and sales of  substantially  all the company's
assets), and piggyback registration rights

10. Costs of Collection.  Borrower agrees that if, and as often as, this Note is
placed in the hands of an attorney for collection or to defend or enforce any of
Holder's rights hereunder or under any instrument securing payment of this Note,
as the result of Borrower being in actual default or actual breach of any of the
covenants  herein,  Borrower shall pay to Holder its reasonable  attorneys' fees
and all  court  costs and  other  expenses  incurred  in  connection  therewith,
regardless of whether a lawsuit is ever commenced or whether, if commenced,  the
same proceeds to judgment or not. Such costs and expenses shall include, without
limitation,  all costs,  reasonable  attorneys'  fees, and expenses  incurred by
Holder  in  connection   with  any   insolvency,   bankruptcy,   reorganization,
foreclosure,  deed in lieu  of  foreclosure  or  similar  proceedings  involving
Borrower or any  endorser,  surety,  guarantor,  or other person liable for this
Note which in any way affect the  exercise by Holder of its rights and  remedies
under this Note, or any other document or instrument  securing,  evidencing,  or
relating to the indebtedness evidenced by this Note.

11.  Default.  Borrower agrees that upon the occurrence of any default set forth
below, and such default continues for a period of 30 days after Holder has given
written notice of such default as provided herein, at the option of Holder,  the
unpaid  principal  balance of this Note and all accrued  interest  thereon shall
become immediately due, payable, and collectible, without notice or demand, upon
the occurrence at any time of any of the following  events,  each of which shall
be deemed to be an event of default hereunder.

     (a)  Borrower's  failure to make any payment of  principal on or before the
          date on which such payment becomes due and payable under this Note;

     (b)  Borrower's failure to make any payment of interest or other charges on
         or before the date on which such payment  becomes due and payable under
         this Note and such failure continues for a period of 30 days;

     (c)  Dissolution, liquidation or termination of either Borrower;

     (d)  The commission of any act of insolvency by Borrower,  or the making of
          an assignment  to or for the benefit of creditors of Borrower,  or the
          appointment  of a  receiver,  liquidator,  conservator  or  trustee of
          Borrower,  or its property,  or the filing of a voluntary  petition or
          the  commencement  of any  proceeding by Borrower for relief under any
          bankruptcy,  insolvency,  reorganization,  arrangement or receivership
          laws,  or any other law relating to the relief of debtors of any state
          or of the United  States,  or the filing of any  involuntary  petition
          (unless and until  discharged  or  dismissed  within 30 business  days
          after such  filing) for the  bankruptcy,  insolvency,  reorganization,
          arrangement or  receivership  or the  involuntary  commencement of any
          similar proceeding under the laws of any state or of the United States
          relating to the relief of debtors, against Borrower;;

     (e)  Failure to make any prepayment  after  announcing  such  prepayment in
          accordance with paragraph 9.


<PAGE>




     (f)  Entry of a decree  or order  by a court  having  jurisdiction  for the
          appointment  of a  receiver  or  trustee or  assignee  in  insolvency,
          bankruptcy or reorganization of either Borrower or of its property, or
          for the winding up or liquidation of its affairs,  and continuation of
          such decree or order in force undischarged or unstayed for a period of
          ninety (90) days.

     (g)  Borrower's  material breach or material  violation of any agreement or
          covenant  contained  in this Note not  specified  in (a)  through  (f)
          above, or in any other document or instrument securing, evidencing, or
          relating to the indebtedness evidenced by this Note and such breach or
          violation  continues for a period of 30 days after  written  notice of
          such breach or violation is given as specified herein;

Upon the occurrence of any event which might, upon notice or the passage of time
constitute an Event of Default,  the Company shall notify the Holder of the Note
and the  Holders of all other  Notes of the  occurrence  of the event of default
within ten (10) days.

12. Application of Payments. Any payment made against the indebtedness evidenced
by this Note shall be  applied  against  the  following  items in the  following
order: (1) costs of collection, including reasonable attorneys' fees incurred or
paid; (2) all costs, expenses, default interest, late charges and other expenses
incurred by Holder and all other  holders of the Notes and  reimbursable  to the
Holders pursuant to this Note and all other Notes (as described herein);  (3) to
the Holders of all Notes, ordinary interest accrued to the date of said payment;
and (4) finally, outstanding principal to the Holders of all outstanding Notes.

13.  Representations,  Warranties  and Covenants of the Borrower.  Each Borrower
represents, warrants and covenants with the Holder as follows:

     (a)  Authorization;  Enforceability. All Borrower action on the part of the
          Borrower  necessary for the  authorization,  execution and delivery of
          this  Note and the  performance  of all  obligations  of the  Borrower
          hereunder  has been  taken,  and this  Note  constitutes  a valid  and
          legally binding obligation of the Borrower,  enforceable in accordance
          with  its  terms  except  (i) as  limited  by  applicable  bankruptcy,
          insolvency,  reorganization,  moratorium  and  other  laws of  general
          application affecting enforcement of creditors' rights generally,  and
          (ii) as limited  by laws  relating  to the  availability  of  specific
          performance, injunctive relief or other equitable remedies.

     (b)  Governmental Consents. No consent, approval,  qualification,  order or
          authorization  of,  or  filing  with,  any  local,  state  or  federal
          governmental  authority  is  required  on the part of the  Borrower in
          connection   with  the  Borrower's   valid   execution,   delivery  or
          performance of this Note except any notices  required to be filed with
          the  Securities  and  Exchange  Commission  under  Regulation D of the
          Securities  Act, or such filings as may be required  under  applicable
          state   securities  laws,  which  will  be  timely  filed  within  the
          applicable periods therefor.


<PAGE>




     (c)  No Violation. The execution,  delivery and performance by the Borrower
          of this Note and the  consummation  of the  transactions  contemplated
          hereby will not result in a violation in any  material  respect of its
          Articles of  Incorporation  or  By-Laws,  or of any  provision  of any
          mortgage, agreement,  instrument or contract to which it is a party or
          by which it is bound or, to the best of its knowledge,  of any federal
          or state judgment,  order, writ, decree,  statute,  rule or regulation
          applicable  to  the  Borrower  or  be in  material  conflict  with  or
          constitute,  with or without  the passage of time or giving of notice,
          either a material  default  under any such  provision or an event that
          results in the creation of any material  lien,  charge or  encumbrance
          upon  any  assets  of  the  Borrower  or the  suspension,  revocation,
          impairment,  forfeiture or nonrenewal of any material permit, license,
          authorization or approval applicable to the Borrower,  its business or
          operations, or any of its assets.

     (d)  In Pari Passu. The Borrower may create additional  security  interests
          in the  Property  to secure  payment of  additional  debt that will be
          equal to or subordinate to the interest of the Note Holders if holders
          of  two-thirds  in interest of the Notes  agree.  Any such  additional
          security interests may only secure new loans to the Borrower.

     (e)  Covenants.  So long as any Note is outstanding  and in addition to the
          other covenants of the Borrower set forth herein:

               (i) Borrower will pay no dividends or other  distributions to the
          holders of any shares of its common  stock  unless all  payments  have
          been made to the Holders on a current basis.

               (ii) The Borrower  will provide the Holders  prompt notice of any
          material  adverse event  affecting the Borrower or companies  owned by
          the Borrower.

               (iii) The Borrower shall make in a timely manner all payments due
          and not reasonably  disputed to any person who has a security interest
          in the Property.

14. Assignment of Note. This Note may not be assigned by Borrower.  The Note may
be assigned by Holder with the express  written  consent of the Borrower,  which
consent will not unreasonably be withheld.

15.  Non-Waiver.  No delay or omission on the part of Holder in  exercising  any
rights or remedy  hereunder shall operate as a waiver of such right or remedy or
of any  other  right or  remedy  under  this  Note.  A waiver on any one or more
occasion  shall not be  construed as a bar to or waiver of any such right and/or
remedy on any future occasion.

16. Maximum Interest. In no event whatsoever shall the amount paid, or agreed to
be paid,  to Holder for the use,  forbearance,  or  retention of the money to be
loaned  hereunder  ("Interest")  exceed the  maximum  amount  permissible  under
applicable  law. If the performance or fulfillment of any provision  hereof,  or
any agreement between Borrower and Holder shall result in Interest exceeding the
limit for Interest  prescribed by law, then the amount of such Interest shall be
reduced to such  limit.  If, from any  circumstance  whatsoever,  Holder  should
receive as Interest an amount  which would exceed the highest  lawful rate,  the
amount which would be excessive  Interest  shall be applied to the  reduction of
the principal balance owing hereunder (or, at the option of Holder, be paid over
to Borrower) and not to the payment of Interest.


<PAGE>




17. Purpose of Loan.  Borrower certifies that the loan evidenced by this Note is
obtained for business or commercial  purposes and that the proceeds thereof will
not be used primarily for personal, family, household or agricultural purposes.

18. Waiver of Presentment.  Borrower and the endorsers, sureties, guarantors and
all persons who may become liable for all or any part of this  obligation  shall
be jointly  and  severally  liable for such  obligation  and hereby  jointly and
severally waive presentment and demand for payment, notice of dishonor,  protest
and notice of protest, and any and all lack of diligence or delays in collection
or enforcement  hereof. Said parties consent to any modification or extension of
time (whether one or more) of payment hereof,  the release of all or any part of
the  security  for the payment  hereof,  and the release of any party liable for
payment of this  obligation.  Any  modification,  extension,  or release  may be
without notice to any such party and shall not discharge said party's  liability
hereunder.

19. Governing Law. As an additional  consideration  for the extension of credit,
Borrower  and each  endorser,  surety,  guarantor,  and any other person who may
become liable for all or any part of this  obligation  understand and agree that
the loan evidenced by this Note is made in the State of Texas and the provisions
hereof will be construed in accordance with the laws of the State of Texas,  and
such  parties  further  agree  that in the  event of  default  this  Note may be
enforced in any court of competent  jurisdiction in the State of Texas, and they
do hereby submit to the jurisdiction of such court regardless of their residence
or where this Note or any endorsement hereof may be executed.

20.  Binding  Effect.  The term  "Borrower"  as used  herein  shall  include the
original Borrower of this Note and any party who may subsequently  become liable
for the payment  hereof as an assumer  with the consent of the Holder,  provided
that  Holder may, at its option,  consider  the  original  Borrower of this Note
alone as Borrower unless Holder has consented in writing to the  substitution of
another party as Borrower.

21. Joint and Several Liability of Borrowers.  Borrower and BBII are jointly and
severally liable on this Note.

22. Relationship of Parties.  Nothing herein contained shall create or be deemed
or  construed  to create a joint  venture or  partnership  between  Borrower and
Holder. Holder is acting hereunder as a lender only.

23.  Severability.  Invalidation of any of the provisions of this Note or of any
paragraph,  sentence, clause, phrase, or word herein, or the application thereof
in any given  circumstance,  shall not affect the  validity of the  remainder of
this Note.

24. Amendment.  This Note may not be amended,  modified, or changed, except only
by an instrument in writing signed by both of the parties.

25. Time of the Essence.  Time is of the essence for the performance of each and
every obligation of Borrower hereunder.

26.  Notices.  All notices,  consents,  approvals,  requests,  demands and other
communications  which are required or may be given hereunder shall be in writing
and shall be duly given if personally  delivered,  sent by telefax,  telegram or
overnight courier or posted by U.S. registered or certified mail, return receipt
requested,  postage  prepaid and addressed to the other parties at the addresses
set forth below.


<PAGE>




         If to the Borrowers:

                  Momentum  Biofuels, Inc.
                  2600 South Shore Blvd
                  Suite 100
                  League City, TX 77573
                  ATTN: President

         If to the Holder:

                  at the address as shown on the register maintained by the
                  Holder for such purpose.

         Each of the above  addressees  may change its address  for  purposes of
this  Section  by giving to the other  addressee  notice of such new  address in
conformance with this Section.  If the Borrower  receives any notice pursuant to
this Note or any other Note of this series, it must, not later than within three
business days,  dispatch a copy of such notice to the Holder of this Note and to
each other Holder of any Note as reflected in the current Note Register.

27. Agreement among Lenders.  Borrower acknowledges that Lenders will enter into
an Agreement among Lenders pursuant to which Lenders may appoint an agent to act
on their behalf (the  "Agent").  A copy of the Agreement  among Lenders shall be
provided to  Borrower.  Borrower,  upon  receiving  written  notice  signed by a
Majority of the Lenders that an Agent has been appointed on their behalf,  shall
acknowledge and accept the Agent's  authority to act on behalf of the Lenders in
accordance with the Agreement among Lenders

         IN WITNESS  WHEREOF,  the  undersigned has executed this Note as of the
[DATE], 2008.

                                                     MOMENTUM BIOFUELS, INC.
                                                     a Colorado corporation


                                                     By:________________________
                                                        Chief Executive Officer


                                                     MOMENTUM BIOFUELS, INC.
                                                     a Texas corporation


                                                     By:________________________
                                                        Chief Executive Officer