AGREEMENT AMONG LENDERS

         This  Agreement is made and entered into as of the 9th day of May 2008,
by and among those  parties  whose names  appear on the  signature  pages hereof
(each a "Lender" and collectively the "Lenders").

                                    RECITALS

         The "Lenders" to be named on Exhibit A-1 which will be attached  hereto
have agreed to lend Momentum Biofuels,  Inc., a Colorado corporation ("MMBF") up
to $600,000 (the "Loans") which will be evidenced by Senior Secured  Convertible
Notes (the "Senior Notes"). The terms and conditions of the Senior Notes are set
forth in a series of Senior Notes  between MMBF and Momentum  Biofuels,  Inc., a
Texas  corporation  ("MMBF-Texas")  (MMBF  and  MMBF-Texas  are  referred  to as
"Borrower")  and the Lenders,  each bearing the dates set forth on the Signature
Pages of this Agreement.  The amounts of the note payable to each Lender are set
forth on the Signature Page.

         The purpose of this Agreement is to set forth the rights and agreements
among the Lenders, the Custodian,  and any agent appointed pursuant to paragraph
4(d) hereunder.

         NOW, THEREFORE, it is agreed:

1.  Security  Documents.  Attached  as  Exhibit B hereto is a copy of a Security
Agreement  (the  Security  Agreement  and  other  documents  that may be used to
register  the  Lenders'  security  interest in the assets that secure the Senior
Notes  (the  "Collateral"),  including  a  mortgage,  deed  of  trust,  and  any
certificates  representing  securities  to be  delivered  to perfect a pledge is
referred to herein as the "Security  Documents").  The Security Documents run in
favor of each  Lender  to the  extent of each  Lender's  interest  therein.  The
Lenders hereby appoint  Bathgate Capital Partners LLC ("BCP") as their custodian
("Custodian"),  only for the purpose of holding the original Security Documents.
Custodian will provide copies to the Lenders upon request. A Majority of Lenders
(as defined  herein) may  appoint a person or entity to act as  Custodian,  and,
upon  BCP's  delivery  of the  Security  Documents  to the  new  Custodian,  its
responsibility as Custodian shall terminate.

2. Risks of Collectibility. Each Lender will bear the risks of collectibility of
the Senior Note held by it, of the Borrower's financial  condition,  of fraud or
forgery, of the enforceability of the Security Documents, of the adequacy of the
security  for the Senior  Note,  and any other  matters  relating  to the Senior
Notes.  Each Lender  agrees that it has been  solely  responsible  for making an
independent   appraisal  and   investigation   into  the  financial   condition,
creditworthiness,  nature,  and status of the Borrower.  Each Lender confirms to
the other Lenders that it has not, in connection with his decision to enter into
the Loan  transaction,  relied on any other  Lender (i) to inquire on his behalf
into the accuracy or completeness of any information provided in connection with
the Loan (whether or not such  information is distributed to the Lenders),  (ii)
to  assess  or  keep  under  review  on  his  behalf  the  financial  condition,
creditworthiness,  nature  or status of the  Borrower,  or (iii) to advise  such
Lender as to the results of any  appraisal  or  investigation  performed  by any
other Lender.

3.  Priority of Senior Notes.  The Senior Notes shall have priority parri passu.


<PAGE>




4.  Subordination.  (a) The Borrower may issue additional debt ("Class B Notes")
to one or more  persons  ("Class B  Lenders")  and  create  additional  security
interests  in the  Collateral  to secure such Class B Notes that are equal to or
subordinate  to the  Senior  Notes  if and  only if  persons  holding  at  least
two-thirds  of all of the  outstanding  principal  amounts of the  Senior  Notes
("Majority  of the  Lenders")  agree to the  Borrower  borrowing  such funds and
creating such additional security interests. If requested by the Class B Lenders
and agreed to by the Majority of the  Lenders,  the holders of the Class B Notes
may enter  into this  Agreement  among  Lenders,  and the term  "Lenders"  shall
include the Class B Lenders,  the term "Notes"  shall include the Class B Notes,
and the term  "Majority of the Lenders" shall mean a majority in interest of the
Senior Notes and the Class B Notes.

         c. Any document reasonably requested by a Lender to evidence such equal
or  subordinate  security  position  may be  executed by an Agent of the lenders
appointed in accordance with Paragraph 5 below.  Additional  security  interests
may only secure new loans to the  Borrower.  Each Lender  hereby  appoints  such
Agent as his Attorney-in-Fact to execute such documents on his behalf.

5.  Appointment  of Agent.  (a) Upon the occurrence of one or more of the events
listed in paragraph  5(b),  Lenders shall appoint an agent  ("Agent") to perform
certain  ministerial  functions on their behalf,  including  those  specified in
paragraph 5(c), in accordance  with the terms herein.  A Majority of the Lenders
shall appoint the Agent in the manner set forth in paragraph 5(d). Any Lender or
other  person  may be  appointed  as Agent,  and there may be more than a single
person appointed to act as Agent.  The Lenders may pay such  compensation to the
Agent as the Lenders  determine  appropriate or necessary in the  circumstances,
and in such event, the amount of compensation paid to the Agent will be added to
the principal amount of the Borrower's indebtedness.

         (b)      The following are the circumstances under which an Agent will
be appointed:

                  (i)      The Conversion or full repayment of the Notes.
                  (ii)     An Event of Default, as defined in the Notes and/or
                           Security Documents.
                  (iii)    The decision of a Majority of the Lenders whether or
                           not obtained at a meeting of Lenders.

         (c)      Agent shall act for the Lenders in the following respects:

                  (i)      Upon  conversion  or  full  repayment  of  all of the
                           Notes,  Agent will  execute on behalf of the  Lenders
                           any document  required or requested to effectuate the
                           release of the security interest.

                  (ii)     On behalf of the  Lenders,  Agent  will  enforce  the
                           Notes and the  Security  Documents  and  exercise all
                           rights and  remedies  that the Lenders have under the
                           Security  Documents,  as  described in Section 14 and
                           other provisions of this Agreement.

                  (iii) On behalf of the Lenders, Agent may obtain all rights to
                        the Collateral from the Custodian.

                  (iv) At the  request of a Class B Lender,  Agent will  execute
                       such documents described in Paragraph 4(b).


<PAGE>




         (d) The Agent shall be  appointed by vote of a Majority of the Lenders.
The vote may be taken (i) in a meeting  held for such purpose upon five (5) days
written  notice to the  Lenders;  or (ii) by written  agreement  in writing of a
Majority of the Lenders.  Attendance at the meeting may be in person,  by proxy,
or by telephone. Agent will signify his acceptance of such appointment,  and his
agreement  with  terms  of this  agreement  that  pertain  to him as  Agent,  by
executing a copy of this  Agreement.  The terms of this agreement  pertaining to
such Agent's rights,  duties, and responsibilities  hereunder shall be effective
upon the Agent's signature.  If the Agent is elected pursuant to (ii) above, the
Agent  shall  promptly  notify  the  Lenders  who did  not  sign  the  agreement
appointing his Agent of his appointment.

6. If the  Senior  Lenders or the Class B Lenders  believe  that the Agent has a
conflict of interest so that one agent is unable to act solely in such  classes'
interests,  a Majority of the Lenders of each class, voting as a separate class,
may each chose an Agent in accordance  with  paragraph  5(d),  and all referrals
herein will refer to each such  Agent.Expenses.  If an Agent is appointed  under
paragraph 5(d) or 5(e) of this Agreement, Lenders shall pay him for his services
in an amount that is customary and reasonable  for such services.  The following
out-of-pocket  expenses  incurred  by  Agent,  to the  extent  not  paid  by the
Borrower,  shall be paid by the Lenders pro rata in  proportion to the amount of
the Notes held by them:

     (a)  Expenses incurred in the enforcement of the Security Documents and the
          protection, management, and preservation of the security for the Notes
          (as specified herein);

     (b)  Expenses  incurred  following  any Event of  Default  under any of the
          Notes and any expenses  incurred prior to but in connection with or in
          preparation for any such Event of Default; and

     (c)  Expenses  otherwise  incurred  and approved in advance in writing by a
          majority in interest of the Lenders for whom the Agent is acting.

7.  Payment of Fees and  Expenses.  Each Lender  shall pay its share of the fees
pursuant to paragraph  5(a) and the expenses  pursuant to paragraph 6 (such fees
and expenses  referred to as "Costs")  within  fifteen (15)  calendar days after
receipt of a written  statement  from Agent  itemizing  the Costs that have been
incurred  and are due and payable or have been paid by Agent.  In the event that
any Lender fails or refuses to pay its share of any Costs under this  paragraph,
Agent shall have a priority  claim,  to the extent of such unpaid Costs, on such
Lender's share of all payments of principal,  interest,  fees, and other charges
with respect to the Loan and of all proceeds from  realization upon the security
for the Loan.  Each  Lender  hereby  grants to Agent a security  interest in its
share of such  payments  and  proceeds to secure the payment of Costs that it is
obligated to pay hereunder.

8. Records. Custodian shall at all time keep books of account and records at his
current address  reflecting all  transactions in connection with the Notes,  the
Security Documents,  and the Lenders' interests therein.  Each Lender shall have
access  to  Custodian's  records  maintained  in  connection  with  the Loan for
inspection  and/or  copying at such  Lender's  expense at all  reasonable  times
during  business  hours.  Upon  request,  Custodian  shall furnish to any Lender
copies of title reports,  financial  information,  inspection reports, and other
documents  relating to the Loan,  the Security  Documents,  or the Borrower that
have been furnished to or prepared by Custodian in connection with the Loan.


<PAGE>



9. Liability of Custodian and Agent. (a) Neither Custodian, an Agent, nor any of
their  agents shall be liable for any action taken or not taken in good faith in
connection with the Loans or the Security  Documents,  in the absence of his own
gross negligence or willful misconduct. Neither Custodian nor any Agent shall in
no event be liable to any Lender for any action  taken or not taken by Custodian
or Agent with the consent or at the request of such  Lender,  unless such action
is performed in a grossly negligent manner or in a manner  constituting  willful
misconduct  (which  manner of  performance  was not requested or consented to by
such Lender).

         (b)  Custodian  and Agent may consult with legal  counsel,  independent
public accountants and other experts selected by him and shall not be liable for
any  action  taken or not taken in good faith  reliance  upon the advice of such
experts.  Unless  specifically  requested to do so by any Lender,  Custodian and
Agent shall have no duty to inquire into or verify (i) any statement,  warranty,
or  representation  made by the Borrower in connection  with the Loan;  (ii) the
truthfulness or genuineness of any information or document  supplied by Borrower
in connection  with the Loan; or (iii) the  genuineness of the signatures of any
party (other than Agent).  Custodian  and Agent shall not incur any liability by
acting  in  reliance  upon any  notice,  consent,  or other  writing  (including
telexes,  telecopies,  or similar instruments) believed by Custodian or Agent to
be genuine or to be signed by the proper party or parties.

10. Indemnification. Each Lender shall, pro rata, in proportion to the amount of
the Note held by him  compared to the amount of all of the Notes held by Lenders
for whom the Agent is acting under this  agreement,  indemnify Agent against any
cost, expense,  claim, demand, action, loss, or liability,  including reasonable
attorney's  fees incurred in contesting the same, that Agent may suffer or incur
in  connection  with the Loan in his  capacity as Agent,  or any action taken or
omitted by Agent in good faith under this  Agreement or the Security  Documents,
except to the extent the same arises from Agent's  gross  negligence  or willful
misconduct,  or from  actions  taken by Agent that are  outside the scope of his
authority under this Agreement.

11.  Litigation.  Subject to the  provisions of paragraph 4 hereof,  Agent shall
have  the  exclusive  right to  initiate,  direct,  and  otherwise  control  any
litigation  involving  all of the  Lenders in their  capacity  as such under the
Loan, whether as plaintiffs,  defendants,  or otherwise.  All costs and expenses
incurred  by Agent in  connection  with such  litigation,  including  reasonable
attorney's fees, shall be paid in accordance with paragraph 7 hereof.

12. Notifications. Each Lender shall endeavor (but shall not incur any
liability  for  failure  to do  so) to  notify  each  other  of  any  events  or
occurrences  that come to its attention that may have material adverse effect on
the  security  for the Notes or the ability of the  Borrowers  to perform any of
their respective obligations under the Notes.

13.  Defaults of Borrower.  Upon the  occurrence and  continuation  of any event
which might,  upon notice or the passage of time  constitute an Event of Default
under the  Security  Documents,  the  Borrower  shall  notify  the Agent and the
Custodian of the occurrence of the event of default within ten (10) days.  Agent
shall  send to each  Lender  a copy of each  notice  he  sends  to the  Borrower
pursuant to the Senior Notes and Security  Documents  notifying  the Borrower of
any  claimed  defaults  thereunder.  The  failure of  Borrower  to cure any such
default  within the time  periods,  if any,  specified in the Notes and Security
Documents shall constitute an Event of Default  thereunder  unless such Event of
Default  is waived  (either  during or after the  applicable  cure  period) by a
majority in interest of the Class of Notes to which the default relates (for any
Event of  Default  resulting  from the  failure  to make  required  payments  of
principal  and  interest on the Notes) or by a Majority of the Lenders  (for any
other Event of Default).

         Agent  shall   advise  the  Lenders   from  time  to  time  as  to  his
recommendations  with  respect to any Event of Default and the  possible  waiver
thereof.


<PAGE>





14. Enforcement. Upon the occurrence of any Event of Default under the Notes and
Security  Documents  that is not  waived  in  accordance  with the terms of this
Agreement,  Agent shall (unless otherwise  required by this Section 14) take all
reasonable steps for the enforcement of the Notes that Agent would normally take
in the event of such a default  that is not waived  under a similar loan for his
own account.  Agent shall be entitled to exercise his  reasonable  discretion to
determine when and in what manner the Security Documents shall be enforced,  and
shall control and direct all actions taken or not taken in connection  with such
enforcement;  provided, however, that a Majority of the Lenders must approve, or
may require,  the exercise of any affirmative remedy provided to Agent under the
terms of any of the Notes or Security  Documents,  including but not limited to,
acceleration of the Notes,  foreclosure of any Security  Agreement  securing the
Notes,  or the  acceptance of a deed or assignment of the  collateral in lieu of
foreclosure.  Unless  otherwise  instructed  in  writing  by a  Majority  of the
Lenders,  however,  Agent shall have no obligation to withhold  disbursements or
exercise  any right or remedy  available  to Lenders  if in  Agent's  reasonable
judgment  the  exercise  of such  rights  is not in the  best  interests  of the
Lenders.

15.  Permitted  Actions.  Any actions  that require the consent or approval of a
specified  number of  Lenders  pursuant  to the terms of this  Agreement  may be
initiated  by any group of  Lenders  comprising  the  number  whose  consent  or
approval is required. Any actions,  consents, or approvals required or permitted
of the Lenders under the Notes and Security Documents,  for which the consent or
approval of a specified number of Lenders is not required in this Agreement, may
be  taken  or given by  Agent,  and if so taken or given by Agent  shall  not be
binding upon all of the Lenders.  Agent may, however,  at his sole option at any
time upon notice to the Lenders,  request the Lenders' approval or authorization
of any action,  consent,  or approval  that may be taken or given by Agent under
the  preceding  sentence,  which  approval or  authorization  shall  require the
written  consent of the  holders of a  Majority  of the  Lenders of the class of
Notes for whom he is acting  (that  is,  the  Senior  Notes  and/or  the Class B
Notes).

         Any action  taken or decision  made by Agent or by any group of Lenders
to whom the  authority to take such action or make such  decision has been given
pursuant  to the  terms  of this  Agreement,  shall be  binding  upon all of the
Lenders,  and each Lender agrees to execute all documents  and  instruments  and
take all other  actions  that are deemed  necessary or desirable by Agent or the
Lenders making such decisions to carry out the terms thereof.

16. Further Assurances. Each Lender, and Agent after his appointment,  agrees to
use his best efforts to cooperate in the  administration  of the Note under this
Agreement and, except as specified in Section 12 hereof, to use his best efforts
to keep each other  reasonably  well informed with respect to any material event
relating to the Borrower and/or the Note. Without limiting the generality of the
foregoing,  the parties  hereby agree to execute such documents and perform such
acts as may be desirable to carry out the purposes of this Agreement,  including
without  limitation,  the  execution  of such  documents as Agent may request in
connection  with any actions or  decisions of Agent or any  specified  number of
Lenders  authorized  under  this  Agreement   regarding  the  administration  or
enforcement of the Notes, ownership, management,  operation, sale, or leasing of
the  collateral,  whether or not any Lender agrees with such decision or action.
The obligations of the parties contained herein may be specifically  enforced by
an action brought in a court of competent jurisdiction.


<PAGE>




17.  Successors  and Assigns;  Resignation  of Agent.  Any Lender shall have the
right  to  assign  its  interest  in  this  Agreement  to any one to whom it has
assigned its Senior Note.  Any Agent or Custodian  appointed  hereunder  may not
assign his obligations hereunder without the prior written consent of a Majority
of the  Lenders,  or, in the case of an Agent  appointed  pursuant to  paragraph
5(e), a Majority of the Lenders of the class it represents.  Agent may resign as
agent at any time for any reason  upon  providing  the  Lenders  10 day's  prior
written  notice.  Upon the resignation of Agent, a Majority of the Lenders shall
designate a successor  agent in accordance with the provisions of paragraph 5(d)
or 5(e).

18. No Joint  Venture.  Nothing  contained in this  Agreement or in any Security
Document shall be construed as creating a joint venture or partnership among the
parties hereto, and no party shall be obligated for the acts or omissions of any
other party except as expressly provided herein.

19.  Notices.  Except where verbal  notice is  specifically  authorized  in this
Agreement,  all  notices  hereunder  shall be in  writing  and  shall be  deemed
effectively  given or served for all purposes when  presented  personally,  upon
receipt if sent by first  class mail or  over-night  express,  or on the date of
transmission if sent by telegram,  telex, or telecopy to any party hereto at the
address set forth on the signature page hereof,  or at such other address as any
party shall subsequently designate by notice.

20.  Approvals.  Any  document,  information,  or action  that is required to be
approved by any party under this  Agreement  shall be approved or disapproved by
written  notice given no later than fifteen (15)  calendar days after receipt of
such document,  information,  or written request for approval of such action. If
any party fails to give its written approval or disapproval of any matter within
the  foregoing  fifteen-day  period,  such party will be deemed to have approved
such matter for all purposes.

21. No Oral Change. This Agreement may not be changed, discharged, or terminated
orally,  but only by an instrument  in writing  signed by the party against whom
enforcement of the change, discharge, or termination is sought.

22.  Arbitration.  If at any time during the term of this Agreement any dispute,
difference, or disagreement shall arise upon or in respect of the Agreement, and
the  meaning  and  construction  hereof,  every such  dispute,  difference,  and
disagreement  shall be referred to a single  arbiter agreed upon by the parties,
or if no single  arbiter can be agreed  upon,  an arbiter or  arbiters  shall be
selected in accordance  with the rules of the American  Arbitration  Association
and such dispute, difference, or disagreement shall be settled by arbitration in
accordance with the then prevailing commercial rules of the American Arbitration
Association,  and judgment upon the award rendered by the arbiter may be entered
in any court having jurisdiction thereof.

23. Litigation Costs. In the event of any controversy,  claim,  arbitration,  or
legal action among the parties  hereto arising out of this Agreement or relating
to the Loan,  the  prevailing  party will be entitled to recover  from the other
party or parties  (jointly  or  severally)  all costs,  damages,  and  expenses,
including  reasonable  attorney's  fees,  incurred  by the  prevailing  party in
connection with such controversy, claim, arbitration, or legal action.

24.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the State of Texas,  excluding its laws of conflict
of laws.

25.  Severability.  The  provisions  of  this  Agreement  are  severable  and  a
declaration by a court of competent jurisdiction that any of those provisions is
invalid or unenforceable  shall not affect the validity or enforceability of any
other provision.


<PAGE>




26. Headings.  The headings used herein are for purposes of convenience only and
should not be used in construing the provisions hereof.

27. Counterparts.  This agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which  together shall
be deemed the same document.

28. Borrower and Custodian.  By executing this  Agreement,  the Borrower and the
Custodian agree to the terms hereof so far as applicable to each of them.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed  by their duly  authorized  agents as of the day and year  first  above
written.


     Signature of the Borrower and Custodian appear on the following page.

                 Signatures of the Lenders appear on Exhibit A-1



<PAGE>



MOMENTUM BIOFUELS, INC.
a Colorado Corporation



By:_____________________________


The undersigned  agrees to act as Custodian in accordance with the terms of this
agreement.

BATHGATE CAPITAL PARTNERS LLC


By:_____________________________
         Vicki D. Barone
         Senior Managing Partner



                 Signatures of the Lenders appear on Exhibit A-1


<PAGE>



                                   EXHIBIT A-1
                                     LENDERS


____________________________________
Print Name of Lender


____________________________________
Signature


____________________________________
Print Title of Person Signing


____________________________________

____________________________________

Address of Lender


____________________________________
Principal Amount of the Loan