EXHIBIT
      A

     

    FORM
      OF NOTE

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY
      NOT
      BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)
      AN
      EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF
      COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
      UNDER
      SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO
      RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY
      BE
      PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
      ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD
      CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTION 3(c) HEREOF. THE
      PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE AMOUNTS SET
      FORTH
      ON THE FACE HEREOF PURSUANT TO SECTION 3(c) HEREOF.

     

    SENIOR
      NOTE

     

    October
      19, 2007

     

    
      	
              Note
                No.: VAM-__

            	
              $[________]

            


    

     

    FOR
      VALUE RECEIVED, MRU HOLDINGS, INC., a
      Delaware corporation (the “Company”),
      hereby promises to pay to the order of [___________]
      or
      its
      permitted assigns (the “Holder”)
      the
      principal amount of [_____________]
      Dollars
      ($[______])
      (the
“Initial
      Principal Amount”)
      when
      due, whether upon maturity, acceleration, redemption or otherwise, and to pay
      interest (“Interest”)
      on the
      unpaid principal balance hereof on each Interest Payment Date (as defined in
      the
Appendix
      hereto)
      and upon maturity, or earlier upon acceleration or prepayment pursuant to the
      terms hereof, at the Applicable Interest Rate (as defined in the Appendix
      hereto).
      Interest on this Note payable on each Interest Payment Date and upon maturity,
      or earlier upon acceleration or redemption pursuant to the terms hereof, shall
      accrue from the Issuance Date (as defined in the Appendix
      hereto)
      and shall be computed on the basis of a 365-day year and actual days elapsed.
      Interest shall be payable in cash in accordance with the foregoing sentence
      and
Section
      6.
      

     

    (1) Certain
      Defined Terms.
      Each
      capitalized term used and not otherwise defined in this Note shall have the
      meaning ascribed to such term in the Appendix
      hereto,
      which is incorporated herein by this reference. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (2) Payments
      of Principal, Interest and Other Amounts.
      All
      payments under this Note shall be made in lawful money of the United States
      of
      America by wire transfer of immediately available funds to such account as
      the
      Holder may from time to time designate by written notice in accordance with
      the
      provisions of this Note. Interest on the Principal shall be paid quarterly
      in
      arrears on each Interest Payment Date. Any amount that is not paid when due
      shall bear interest at the Default Rate from the date such amount is initially
      due until the same is paid in full. Whenever any amount expressed to be due
      by
      the terms of this Note is due on any day that is not a Business Day, the same
      shall be due instead on the next succeeding Business Day. 

     

    (3) Principal
      Payments.
      

     

    (a) On
      the
      Maturity Date.
      If any
      Principal remains outstanding on the Maturity Date, then the Holder shall
      surrender this Note, duly endorsed for cancellation to the Company, and such
      Principal shall be redeemed by the Company as of the Maturity Date by payment
      on
      the Maturity Date to the Holder, by wire transfer of immediately available
      funds, of an amount equal to such Principal and the related Interest Amount,
      together with all other obligations payable under this Note or the Securities
      Purchase Agreement (the “Other
      Amounts”).

     

    (b) On
      the
      18-Month Anniversary of the Issuance Date.
      If any
      Principal remains outstanding on the date (the “Mandatory
      Early Redemption Date”)
      that
      is the 18-month anniversary of the Issuance Date, then the Company shall redeem
      a principal amount of this Note (the “Mandatory
      Early Redemption Principal Amount”)
      equal
      to the lesser
      of
      (i) the
      Principal on the Mandatory Early Redemption Date and (ii) 30% of the Initial
      Principal Amount, by payment on the Mandatory Early Redemption Date to the
      Holder, by wire transfer of immediately available funds, of an amount (the
      “Mandatory
      Early Redemption Amount”)
      equal
      to the sum
      of
      (x) the
      Mandatory Early Redemption Principal Amount, (y) the Interest Amount with
      respect thereto, and (z) any Other Amounts then payable; provided,
      however,
      that
      such amount shall be reduced by any Aggregate Early Redemption Amount paid
      by
      the Company pursuant to Section
      3(c)
      prior to
      the Mandatory Early Redemption Date. For the avoidance of doubt, the Aggregate
      Notes Principal Balance shall not exceed $7,840,000 at any time after the
      18-month anniversary of the Issuance Date, and the failure of the Company to
      pay
      the Mandatory Early Redemption Amount on the Mandatory Early Redemption Date
      shall constitute an Event of Default and any portion of the Mandatory Early
      Redemption Amount not paid on the Mandatory Early Redemption Date shall bear
      interest at the Default Rate until paid in full.

     

    (c) Optional
      Early Redemption by Company.

     

    (i) General.
      At any
      time after the Issuance Date, the Company shall have the right to redeem some
      or
      all of the Principal (a “Company
      Early Redemption”)
      by
      delivering to the Holder written notice (the “Company
      Early Redemption Notice”)
      at
      least 10 Business Days prior to the date selected by the Company for such
      Company Early Redemption. The Company Early Redemption Notice shall state:
      

     

    
      
        
        

      

      
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    (A) the
      date
      (the “Company
      Early Redemption Date”)
      on
      which the Company Early Redemption will occur; 

     

    (B) the
      amount of the Principal to be redeemed by the Company on the Company Early
      Redemption Date; 

     

    (C) the
      Interest Amount with respect to such Principal; 

     

    (D) any
      Other
      Amounts payable to the Holder on the Company Early Redemption Date;
      and

     

    (E) that
      the
      Company is simultaneously redeeming the same percentage of the outstanding
      principal balance of the Other Notes.

     

    The
      aggregate of (1) the amount of the Principal to be redeemed by the Company
      on
      the Company Early Redemption Date, (2) the Interest Amount with respect thereto,
      and (3) any Other Amounts payable on the Company Early Redemption Date is
      referred to herein as the “Aggregate
      Early Redemption Amount.”
A
      Company Early Redemption Notice shall be irrevocable by the Company; the failure
      of the Company to pay the Aggregate Early Redemption Amount in full on the
      Company Early Redemption Date shall constitute an Event of Default; and any
      portion of the Aggregate Early Redemption Amount not paid on the Company Early
      Redemption Date shall bear interest at the Default Rate until paid in full.
      

     

    (ii) Mechanics
      of Company Early Redemption.
      If the
      Company has delivered a Company Early Redemption Notice in accordance with
      Section
      3(c)(i),
      then on
      the Company Early Redemption Date the Company shall pay the Aggregate Early
      Redemption Amount in cash by wire transfer of immediately available funds to
      an
      account designated by the Holder. Notwithstanding anything contained herein
      to
      the contrary, no Company Early Redemption Notice shall contain any material
      non-public information regarding the Company or any of its
      Subsidiaries.

     

    (4) Certain
      Other Amounts. On
      each
      of (a) the first Business Day that is six months after the Issuance Date and
      (b)
      the first Business Day that is one year after the Issuance Date (each such
      date,
      an “Additional
      Consideration Payment Date”),
      the
      Company shall pay to the Holder an amount (an “Additional
      Consideration Payment”)
      equal
      to the product of
      (i) the
      Holder’s Pro Rata Share multiplied by
      (ii)
      $266,500, by wire transfer of immediately available funds. The failure of the
      Company to pay an Additional Consideration Payment on the applicable Additional
      Consideration Payment Date or any of the Other Amounts on their respective
      applicable payment dates shall constitute an Event of Default and any portion
      of
      (x) the Additional Consideration Payment not paid on the applicable Additional
      Consideration Payment Date or (y) any of the Other Amounts not paid on its
      applicable payment date shall be added to Principal and shall bear interest
      at
      the Default Rate until paid in full.


    
      
        
        

      

      
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    (5) Surrender
      of Note.
      Notwithstanding anything to the contrary set forth in this Note, upon any
      redemption of the Principal of this Note in accordance with the terms hereof,
      the Holder shall not be required to physically surrender this Note to the
      Company unless all of the Principal is being repaid and the related Interest
      Amount and all other obligations payable under this Note (including any Other
      Amounts) have been paid in full. The Holder and the Company shall maintain
      records showing the principal amount redeemed and the date(s) of such
      redemptions or shall use such other method, reasonably satisfactory to the
      Holder and the Company, so as not to require physical surrender of this Note
      upon each such redemption. In the event of any dispute or discrepancy, such
      records of the Holder establishing the Principal to which the Holder is entitled
      shall be controlling and determinative in the absence of manifest error. The
      Holder and any assignee, by acceptance of this Note, acknowledge and agree
      that,
      by reason of the provisions of this paragraph, following redemption of any
      portion of this Note, the Principal may be less than the principal amount stated
      on the face hereof. 

     

    (6) Interest.
      Interest shall be payable by the Company on each Interest Payment Date and
      at
      the Maturity Date, to the record Holder of this Note on such Interest Payment
      Date by wire transfer of immediately available funds. Any accrued and unpaid
      Interest which is not paid within five Business Days of such accrued and unpaid
      Interest’s Interest Payment Date shall bear interest at the Default Rate from
      such Interest Payment Date until the same is paid in full. 

     

    (7) Voting
      Rights.
      The
      holders of the Notes shall have no voting rights, except as required by law
      and
      as expressly provided in this Note.

     

    (8) Defaults
      and Remedies.

     

    (a) Events
      of Default.
      An
“Event
      of Default”
means:
      

     

    (i) Any
      default in payment of (A) any Principal on any of the Notes, (B) any Mandatory
      Early Redemption Amount, (C) any Aggregate Early Redemption Amount or (D) any
      Additional Consideration Payment, when and as due; 

     

    (ii) Any
      default in payment of any Interest Amount or any Other Amounts due that is
      not
      included in an amount described in the immediately preceding clause (i) and
      that
      is not cured within five Business Days from the date such Interest Amount or
      Other Amounts were due; 

     

    (iii) Any
      material failure by the Company for 20 days to comply with any other provision
      of this Note; 

     

    (iv) Any
      default in payment of at least $250,000, individually or in the aggregate,
      under
      or acceleration prior to maturity of, or any event or circumstances arising
      such
      that, any Person is entitled, or could, with the giving of notice and/or lapse
      of time and/or the fulfillment of any condition and/or the making of any
      determination, become entitled, to require repayment before its stated maturity
      of, or to take any step to enforce any security for, any mortgage, indenture
      or
      instrument under which there may be issued or by which there may be secured
      or
      evidenced any indebtedness
      for
      money borrowed of at least $500,000 by the Company or any of its Subsidiaries,
      or for money borrowed the repayment of at least $500,000 of which is guaranteed
      by the Company or any of its Subsidiaries, whether such indebtedness or
      guarantee now exists or shall be created hereafter; 


    
      
        
        

      

      
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    (v) The
      Company or any of its Subsidiaries pursuant to or within the meaning of any
      Bankruptcy Law: (A) commences a voluntary case or applies for a receiving order;
      (B) consents to the entry of an order for relief against it in an involuntary
      case or consents to any involuntary application for a receiving order; (C)
      consents to the appointment of a Custodian of it or any of its Subsidiaries
      for
      all or substantially all of its property; (D) makes a general assignment for
      the
      benefit of its creditors; or (E) admits in writing that it is generally unable
      to pay its debts as the same become due; 

     

    (vi) An
      involuntary case or other proceeding is commenced directly against the Company
      or any of its Subsidiaries seeking liquidation, reorganization or other relief
      with respect to it or its Indebtedness under any Bankruptcy Law now or hereafter
      in effect or seeking the appointment of a trustee, receiver, liquidator,
      custodian or other similar official of it or any substantial part of its
      property, and such involuntary case or other Bankruptcy Law proceeding remains
      undismissed and unstayed for a period of 30 days, or an order of relief is
      entered against the Company or any of its Subsidiaries as debtor under the
      Bankruptcy Laws as are now or hereafter in effect; 

     

    (vii) The
      Company or any of its Subsidiaries that is a party thereto breaches any covenant
      or other term or condition of the Security Documents; 

     

    (viii) The
      Company or any of its Subsidiaries breaches any covenant or other term or
      condition of the Securities Purchase Agreement, or any other Transaction
      Document (other than this Note or any of the Security Documents); provided,
      that in
      the case of a breach of a covenant or other term that is curable and would
      not
      otherwise constitute an Event of Default under any other subparagraph of this
      Section
      8(a),
      if such
      breach continues for 10 or more days; 

     

    (ix) The
      Company breaches, or otherwise does not comply with, any of the provisions
      of
      Section 4(t), Section 4(w), or any of the provisions of Section 5 of
      the
      Securities Purchase Agreement;

     

    (x) The
      breach by the Company of the terms of any subordination agreement to which
      it is
      a party relating to the subordination of any Indebtedness to this
      Note;

     

    (xi) One
      or
      more judgments, non-interlocutory orders or decrees shall be entered by a U.S.
      state or federal or a foreign court or administrative agency of competent
      jurisdiction against the Company and/or any of its Subsidiaries involving,
      in
      the aggregate, a liability as to any single or related series of transactions,
      incidents or conditions, of $250,000 or more, and the same shall remain
      unsatisfied, unvacated, unbonded or unstayed pending appeal for a period of
      30
      days after the entry thereof; 

     

    (xii) There
      shall occur a Change of Control; 


    
      
        
        

      

      
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    (xiii) Any
      representation, warranty, certification or statement made by the Company or
      any
      of its Subsidiaries in the Securities Purchase Agreement, this Note, the
      Security Documents or any other Transaction Documents or in any certificate,
      financial statement or other document delivered pursuant to any such Transaction
      Document is incorrect in any material respect when made (or deemed made);


     

    (xiv) Any
      Lien
      created by any of the Security Documents shall at any time fail to constitute
      a
      valid first priority perfected Lien on all of the Collateral purported to be
      secured thereby, or the Company or any of its Subsidiaries shall so assert;
      or

     

    (xv) The
      Company fails to file, or is determined to have failed to file, in a timely
      manner any Periodic Report or Current Report (other than a Current Report that
      is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a)
      or 5.02(e) of Form 8-K as in effect on the Issuance Date) required to be filed
      with the SEC pursuant to the 1934 Act.

     

    Within
      two Business Days after the occurrence of any Event of Default, the Company
      shall deliver written notice thereof to the Holder and contemporaneously
      Publicly Disclose such occurrence and the remedies available to the holders
      of
      the Notes.

     

    (b) Remedies.
      If an
      Event of Default occurs and is continuing, the Holder may declare all of this
      Note, including all amounts payable hereunder (the “Acceleration
      Amount”),
      to be
      due and payable immediately, except that in the case of an Event of Default
      arising from events described in clauses (v) and (vi) of Section
      8(a)
      above,
      all amounts payable hereunder immediately shall become due and payable without
      further action or notice. In addition to any remedy the Holder may have under
      this Note, the Security Documents and the other Transaction Documents, such
      unpaid amounts shall bear interest at the Default Rate. Nothing in this
Section
      8
      shall
      limit any other rights the Holder may have under this Note, the Security
      Documents or the other Transaction Documents.

     

    (9) Vote
      to Change the Terms of the Notes.
      The
      written consent of the Company and the Holders representing at least two-thirds
      (2/3) of the Aggregate Notes Principal Balances shall be required in order
      to
      affect any amendment, waiver or other modification of any of the Notes, and
      upon
      receipt of such consent, each Note shall be amended thereby; provided,
      however,
      that no
      change may be made to the Principal, Applicable Interest Rate or Maturity Date
      of any Note without the consent of the Holder thereof. 

     

    (10) Lost
      or Stolen Notes.
      Upon
      receipt by the Company of evidence reasonably satisfactory to the Company of
      the
      loss, theft, destruction or mutilation of this Note, and, in the case of loss,
      theft or destruction, of an indemnification undertaking by the Holder to the
      Company in customary form and reasonably satisfactory to the Company and, in
      the
      case of mutilation, upon surrender and cancellation of this Note, the Company
      shall execute and deliver a new Note of like tenor and date.


    
      
        
        

      

      
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    (11) Remedies,
      Characterizations, Other Obligations, Breaches and Injunctive
      Relief.
      The
      remedies provided in this Note shall be cumulative and in addition to all other
      remedies available under the Securities Purchase Agreement, the Security
      Documents and the other Transaction Documents, at law or in equity (including
      a
      decree of specific performance and/or other injunctive relief), and no remedy
      contained herein shall be deemed a waiver of compliance with the provisions
      giving rise to such remedy, and nothing herein shall limit the Holder’s right to
      pursue actual damages for any failure by the Company to comply with the terms
      of
      this Note. The Company covenants to the Holder that there shall be no
      characterization concerning this instrument other than as expressly provided
      herein. Amounts set forth or provided for herein with respect to payments and
      the like (and the computation thereof) shall be the amounts to be received
      by
      the Holder and shall not, except as expressly provided herein, be subject to
      any
      other obligation of the Company (or the performance thereof). The Company
      acknowledges that a breach by it of its obligations hereunder will cause
      irreparable harm to the Holder and that the remedy at law for any such breach
      may be inadequate. The Company therefore agrees that, in the event of any such
      breach or threatened breach, the Holder shall be entitled, in addition to all
      other available remedies, to an injunction restraining any breach, without
      the
      necessity of showing economic loss and without any bond or other security being
      required.

     

    (12) Specific
      Shall Not Limit General; Construction.
      No
      specific provision contained in this Note shall limit or modify any more general
      provision contained herein. This Note shall be deemed to be jointly drafted
      by
      the Company and the Buyers pursuant to the Securities Purchase Agreement and
      shall not be construed against any person as the drafter hereof.

     

    (13) Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of the Holder in the exercise of any power, right
      or privilege hereunder shall operate as a waiver thereof, nor shall any single
      or partial exercise of any such power, right or privilege preclude other or
      further exercise thereof or of any other right, power or privilege.


     

    (14) Notice.
      Whenever notice is required to be given under this Note, unless otherwise
      provided herein, such notice shall be given and deemed received in accordance
      with Section 10(f) of
      the
      Securities Purchase Agreement.

     

    (15) Transfer
      of this Note.
      The
      Holder may assign or transfer some or all of its rights hereunder, subject
      to
      compliance with the provisions of Section 2(f) of the Securities Purchase
      Agreement without the consent of the Company. 

     

    (16) Payment
      of Collection, Enforcement and Other Costs.
      Without
      limiting the provisions of the Securities Purchase Agreement and the other
      Transaction Documents, if (a) this Note is placed in the hands of an attorney
      for collection or enforcement or is collected or enforced through any legal
      proceeding, or (b) an attorney is retained to represent the Holder in any
      bankruptcy, reorganization, receivership of the Company or other proceedings
      affecting Company creditors’ rights and involving a claim under this Note, then
      the Company shall pay the costs incurred by the Holder for such collection,
      enforcement or action, including reasonable attorneys’ fees and
      disbursements.


    
      
        
        

      

      
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    (17) Cancellation.
      After
      all Principal, Interest and Other Amounts at any time owed under this Note
      have
      been paid in full in accordance with the terms hereof, this Note shall
      automatically be deemed canceled, shall be surrendered to the Company for
      cancellation and shall not be reissued.

     

    (18) Note
      Exchangeable for Different Denominations.
      Subject
      to Section 5,
      in the
      event of a redemption of less than all of the Principal pursuant to the terms
      hereof, the Company shall, upon the request of Holder and tender of this Note
      promptly cause to be issued and delivered to the Holder, a new Note of like
      tenor representing the remaining Principal that has not been so repaid. This
      Note is exchangeable, upon the surrender hereof by the Holder at the principal
      office of the Company, for a new Note or Notes containing the same terms and
      conditions and representing in the aggregate the Principal, and each such new
      Note will represent such portion of such Principal as is designated by the
      Holder at the time of such surrender. The date the Company initially issued
      this
      Note shall be the “Issuance
      Date”
hereof
      regardless of the number of times a new Note shall be issued.

     

    (19) Taxes.
      

     

    (c) Payments
      Free of Taxes.
      Any and
      all payments by or on account of any obligation of the Company or any of its
      Subsidiaries under this Note, the Securities Purchase Agreement, the Security
      Documents or any other Transaction Document shall be made without any set-off,
      counterclaim or deduction and free and clear of and without deduction for any
      Indemnified Taxes; provided that if the Company or any of its Subsidiaries
      shall
      be required to deduct any Indemnified Taxes from such payments, then:


     

    (i) The
      sum
      payable shall be increased as necessary so that after making all required
      deductions (including deductions applicable to additional sums payable under
      this Section
      19(a)),
      the
      Holder receives an amount equal to the sum it would have received had no such
      deductions been made; 

     

    (ii) The
      Company or such Subsidiary, as applicable, shall make such deductions; and
      

     

    (iii) The
      Company or such Subsidiary shall pay the full amount deducted to the relevant
      Governmental Authority in accordance with applicable law.

     

    (d) Indemnification
      by the Company.
      The
      Company shall indemnify the Holder, within 10 days after written demand
      therefor, for the full amount of any Indemnified Taxes paid by the Holder,
      on or
      with respect to any payment by or on account of any obligation of the Company
      or
      any of its Subsidiaries under any of the Notes, the Securities Purchase
      Agreement, the Security Documents and the other Transaction Documents (including
      Indemnified Taxes imposed or asserted on or attributable to amounts payable
      under this Section
      19)
      and any
      penalties, interest and reasonable expenses arising therefrom or with respect
      thereto, whether or not such Indemnified Taxes were correctly or legally imposed
      or asserted by the relevant Governmental Authority. A certificate of the Holder
      as to the amount of such payment or liability under this Section
      19
      shall be
      delivered to the Company and shall be conclusive absent manifest
      error.


    
      
        
        

      

      
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    (20) Waiver
      of Notice.
      To the
      extent permitted by law, the Company hereby waives demand, notice, protest
      and
      all other demands and notices in connection with the delivery, acceptance,
      performance, default or enforcement of this Note, the Security Documents, the
      Securities Purchase Agreement and the other Transaction Documents.

     

    (21) Governing
      Law.
      This
      Note shall be construed and enforced in accordance with, and all questions
      concerning the construction, validity, interpretation and performance of this
      Note shall be governed by, the internal laws of the State of New York, without
      giving effect to any choice of law or conflict of law provision or rule (whether
      of the State of New York or any other country or jurisdiction) that would cause
      the application of the laws of any jurisdiction or country other than the State
      of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
      of the state and federal courts sitting in the City of New York, borough of
      Manhattan, for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein, and
      hereby irrevocably waives, and agrees not to assert in any suit, action or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      any such court, that such suit, action or proceeding is brought in an
      inconvenient forum or that the venue of such suit, action or proceeding is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address for such notices to it
      under
      this Note and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT
      TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION HEREWITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED
      HEREBY.

     

    (22) Further
      Assurances.
      The
      Company shall do and perform, or cause to be done and performed, all such
      further acts and things, and shall execute and deliver all such other
      agreements, certificates, instruments and documents, as the Holder may
      reasonably request in order to carry out the intent and accomplish the purposes
      of this Note and the consummation of the transactions contemplated
      hereby.

     

    (23) Payment
      Set Aside.
      To the
      extent that the Company makes a payment or payments to the Holder hereunder
      or
      the Holder enforces or exercises its rights hereunder, and such payment or
      payments or the proceeds of such enforcement or exercise or any part thereof
      are
      subsequently invalidated, declared to be fraudulent or preferential, set aside,
      recovered from, disgorged by or are required to be refunded, repaid or otherwise
      restored to the Company, by a trustee, receiver or any other person under any
      law (including any Bankruptcy Law, U.S. state or federal law, the laws of any
      foreign government or any political subdivision thereof, common law or equitable
      cause of action), then to the extent of any such restoration the obligation
      or
      part thereof originally intended to be satisfied shall be revived and continued
      in full force and effect as if such payment had not been made or such
      enforcement or setoff had not occurred.


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    (24) Interpretative
      Matters.
      Unless
      the context otherwise requires, (a) all references to Sections, Schedules,
      Appendices or Exhibits are to Sections, Schedules, Appendices or Exhibits
      contained in or attached to this Note, (b) words in the singular or plural
      include the singular and plural and pronouns stated in either the masculine,
      the
      feminine or neuter gender shall include the masculine, feminine and neuter,
      (c)
      the words “hereof,” “herein” and words to similar effect refer to this Note in
      its entirety, and (d) the use of the word “including” in this Note shall be by
      way of example rather than limitation.

     

    (25) Signatures.
      In the
      event that any signature to this Note or any amendment hereto is delivered
      by
      facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
      signature shall create a valid and binding obligation of the party executing
      (or
      on whose behalf such signature is executed) with the same force and effect
      as if
      such facsimile or “.pdf” signature page were an original thereof.
      Notwithstanding the foregoing, the Company shall be required to deliver an
      originally executed Note to the Holder. At the request of any party each other
      party shall promptly re-execute an original form of this Note or any amendment
      hereto and deliver the same to the other party. No party hereto shall raise
      the
      use of a facsimile machine or e-mail delivery of a “.pdf” format data file to
      deliver a signature to this Note or any amendment hereto or the fact that such
      signature was transmitted or communicated through the use of a facsimile machine
      or e-mail delivery of a “.pdf” format data file as a defense to the formation or
      enforceability of a contract, and each party hereto forever waives any such
      defense.

     

    [
      Remainder of Page Intentionally Left Blank; Signature Page Follows
      ]

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    SIGNATURE
      PAGE TO SENIOR NOTE

     

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Note to be executed on its behalf by the undersigned
      as
      of the year and date first above written.

     

    
      	
              MRU
                HOLDINGS, INC.

            
	 	 
	
              By:

            	 
	 	 
	
              Name:

            	 
	 	 
	
              Title:

            	 


    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    APPENDIX

     

    CERTAIN
      DEFINED TERMS

     

    Capitalized
      terms used and not otherwise defined in this Note shall have the respective
      meanings ascribed to such terms in the Securities Purchase Agreement, dated
      as
      of October 19, 2007, pursuant to which this Note was originally issued (as
      such
      agreement may be amended, restated, supplemented or modified from time to time
      as provided therein, the “Securities
      Purchase Agreement”).
      For
      purposes of this Note, the following terms shall have the following
      meanings:

     

    “1934
      Act”
means
      the U.S. Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated thereunder.

     

    “Aggregate
      Notes Principal Balance”
means,
      as of any date of determination, the aggregate outstanding principal amount
      of
      all the Notes as of such date.

     

    “Applicable
      Interest Rate”
means
      the Interest Rate, or, for so long as an Event of Default shall have occurred
      and be continuing, the Default Rate. 

     

    “Bankruptcy
      Law”
means
      Title 11, U.S. Code, or any similar U.S. federal or state law or law of any
      applicable foreign government or political subdivision thereof for the relief
      of
      debtors.

     

    “Business
      Day”
means
      any day other than Saturday, Sunday or other day on which commercial banks
      in
      New York City are authorized or required by law to remain closed.

     

    “Collateral
      Agent”
has
      the
      meaning ascribed to such term in the Security Agreement.

     

    “Current
      Report”
means
      a
      current report on Form 8-K under the 1934 Act.

     

    “Custodian”
means
      any receiver, trustee, assignee, liquidator or similar official under any
      Bankruptcy Law.

     

    “Default
      Rate”
means
      the percent per annum rate equal to the sum of (i) the Interest Rate plus (ii)
      5.00 percent (i.e., 500 basis points). 

     

    “Dollars”
or
      “$”
means
      U.S. Dollars.

     

    “Excluded
      Taxes”
means,
      with respect to the Holder, or any other recipient of any payment made or to
      be
      made by or on account of any obligations of the Company or any of its
      Subsidiaries under the Notes, the Securities Purchase Agreement or under any
      other Transaction Document, income or franchise taxes imposed on (or measured
      by) such recipient’s net income by the United States of America or any other
      jurisdiction under which such recipient is organized or in which its principal
      offices are located.


    
      
        
        

      

      
        Appendix
          -1

        
          

        

      

      
        
        

      

    


    “Governmental
      Authority”
means
      the government of the United States of America or any other nation, or any
      political subdivision thereof, whether state, provincial or local, or any
      agency, authority, instrumentality, regulatory body, court, central bank or
      other entity exercising executive, legislative, judicial, taxing, regulatory
      or
      administration powers or functions of or pertaining to government.

     

    “Indemnified
      Taxes”
means
      Taxes other than Excluded Taxes.

     

    “Interest
      Amount”
means
      as of any date, with respect to any of the Principal, all accrued and unpaid
      Interest (including any Interest at the Default Rate) on such Principal through
      and including such date.

     

    “Interest
      Payment Date”
means
      the first Business Day of each calendar quarter, beginning with the calendar
      quarter that commences on January 1, 2008, through
      and including the last calendar quarter that commences prior to the Maturity
      Date.

     

    “Interest
      Rate”
means
      12% per annum. 

     

    “Issuance
      Date”
means
      the original date of issuance of this Note pursuant to the Securities Purchase
      Agreement, regardless of any exchange, substitution or replacement
      hereof.

     

    “Maturity
      Date”
means
      the date that is three years after the Issuance Date; provided,
      however,
      that if
      the Company does not complete an equity capital offering with net proceeds
      to
      the Company of at least $19,000,000 by December 3, 2007, then the “Maturity
      Date”
shall
      be the date that is one year after the Issuance Date.

     

    “Notes”
means,
      collectively, this Note and all Other Notes issued by the Company pursuant
      to
      the Securities Purchase Agreement on the Issuance Date and all notes issued
      in
      exchange or substitution therefor or replacement thereof. 

     

    “Other
      Notes”
means
      all of the senior notes, other than this Note, that have been issued by the
      Company pursuant to the Securities Purchase Agreement and all Notes issued
      in
      exchange or substitution therefor or replacement thereof.

     

    “Person”
means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization or a Governmental Entity
      or
      any other legal entity.

     

    “Principal”
means
      the outstanding principal amount of this Note as of any date of determination.
      


    
      
        
        

      

      
        Appendix
          -2

        
          

        

      

      
        
        

      

    


    “Pro
      Rata Share”
means,
      with respect to any Note as of any determination date, the quotient determined
      by dividing (i) the Principal of such Note as of the determination date, by
      (ii)
      the Aggregate Notes Principal Balance as of the determination date.

     

    “Public
      Disclosure”
or
      “Publicly
      Disclose”
means
      the Company’s public dissemination of information through the filing via the
      Electronic Data Gathering, Analysis, and Retrieval system of the SEC of a
      Periodic Report or Current Report disclosing such information pursuant to the
      requirements of the 1934 Act.

     

    “SEC”
means
      the U.S. Securities and Exchange Commission, or any successor
      thereto.

     

    “U.S.”
means
      the United States of America.

     

    
      
        
        

      

      
        Appendix
          -3