ACCOUNT
      CONTROL AGREEMENT

     

    ACCOUNT
      CONTROL AGREEMENT (this “Agreement”)
      dated
      as of October 19, 2007, among MRU
      HOLDINGS, INC, a
      Delaware corporation (the
      “Grantor”),
      VIKING
      ASSET MANAGEMENT, LLC, a
      California limited liability company,
      as
      collateral agent (the “Secured
      Party”),
      and
THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A., (“BNYTC”)
      as
      depository bank (BNYTC, in such capacities, the “Account
      Holder”).

     

    PRELIMINARY
      STATEMENTS.

     

    (1) The
      Grantor and the Secured Party are parties to a certain Pledge and Security
      Agreement dated as of October 19, 2007 (the “Security
      Agreement”).

     

    (2) Pursuant
      to the terms of the Security Agreement, it is required, and the Secured Party
      and the Grantor have requested, that there be established and maintained with
      the Account Holder a trust account (the “Account”)
      into
      which funds are to be transmitted and held, and from which funds are to
      disbursed, from time to time upon the instructions of the Secured
      Party.

     

    (3) Pursuant
      to the Security Agreement, the Grantor has granted a security interest (the
      “Security
      Interest”)
      to the
      Secured Party, in (among other things) all of the Grantor’s right, title and
      interest in and to the Account, all funds held in the Account and all proceeds
      of the foregoing (the “Collateral”).

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual agreements
      contained herein, the parties hereto hereby agree as follows:

     

    SECTION
      1. Defined
      Terms.
      Terms
      defined in Article 9 of the Uniform Commercial Code in effect in the State
      of
      New York (“N.Y.
      Uniform Commercial Code”
or
      “NYUCC”),
      including without limitation the terms “control” and “deposit account” are used
      in this Agreement as such terms are defined in such Article 9. In addition,
      “Authorized
      Person”
shall
      mean any person, whether or not an officer or employee of Secured Party or
      Grantor, duly authorized by Secured Party or Grantor, respectively, to give
      directions on behalf of Secured Party or Grantor, respectively, such persons
      to
      be designated in a Certificate of Authorized Persons substantially in the form
      of Exhibit B which contains a specimen signature of such person (as such
      Certificate of Authorized Person may be supplemented or modified from time
      to
      time by delivery of a supplement or replacement thereto by Grantor or Secured
      Party, as applicable).

     

    SECTION
      2. The
      Account.
      The
      Grantor and Account Holder represent and warrant to, and agree with, the Secured
      Party that:

     

    (a) The
      Grantor has established with the Account Holder the following account
      constituting the Account within the meaning hereof:

     

    Account
      No.: 217560

    Account
      Name: Viking Collection Account

     

    (b) The
      Account is maintained pursuant to the terms of this Agreement.

     

    (c) The
      Account Holder maintains such Account for the Grantor, and all property
      (including, without limitation, all funds) held by the Account Holder for the
      account of the Grantor are, and will continue to be, credited to the Account
      in
      accordance with instructions given by the Secured Party.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (d) The
      Account Holder is the bank with which the Account is maintained. The Grantor
      is
      the Account Holder’s customer with respect to the Account.

     

    (e) Notwithstanding
      any other agreement to the contrary, the Account Holder’s jurisdiction with
      respect to the Account for purposes of the N.Y. Uniform Commercial Code is,
      and
      will continue to be for so long as the Security Interest shall be in effect,
      the
      State of New York.

     

    (f) The
      Grantor and Account Holder do not know of any claim to or interest in the
      Account or any property (including, without limitation, funds) credited to
      the
      Account, except for claims and interests of the parties referred to in this
      Agreement.

     

    (g) Funds
      held in the Account shall not be invested.

     

    SECTION
      3. Control
      by Secured Party.
      The
      Account Holder will comply with (i) all instructions directing disposition
      of
      the funds in the Account, and (ii) all other directions concerning the Account,
      including, without limitation, directions to distribute to or at the direction
      of the Secured Party proceeds of any such transfer or interest on property
      in
      the Account (any such instruction, notification or direction referred to in
      clause (i) or (ii) above being an “Account Direction”), in each case of clauses
      (i) and (ii) above originated by the Secured Party without further consent
      by
      the Grantor or any other Person.

     

    SECTION
      4. Priority
      of Secured Party’s Security Interest.
      (a)  The Account Holder (i) subordinates to the Security Interest
      and in favor of the Secured Party any security interest, lien, or right of
      recoupment or setoff that the Account Holder may have, now or in the future,
      against the Account or property (including, without limitation, any funds)
      credited to the Account, and (ii) agrees that it will not exercise any right
      in
      respect of any such security interest or lien or any such right of recoupment
      or
      setoff until the Security Interest is terminated, except
      that the
      Account Holder may exercise any right of recoupment or setoff against the
      Account to secure or to satisfy, and only to secure or to satisfy, payment
      for
      amounts owed to it in connection with the maintenance and operation of such
      Account as set forth on that certain “Account Holder Services Fee Schedule”
attached hereto as Schedule I and for the face amount of any items that have
      been credited to such Account but are subsequently returned unpaid because
      of
      uncollected or insufficient funds.

     

    (a) The
      Account Holder will not enter into any other agreement with any Person relating
      to Account Directions or other directions with respect to the
      Account.

     

    SECTION
      5. Statements,
      Confirmations, and Notices of Adverse Claims.  (a)  The
      Account Holder will send copies of all statements and confirmations for the
      Account simultaneously to the Secured Party and the Grantor.

     

    (a) When
      the
      Account Holder receives written notice of any claim or interest in the Account
      or any property (including, without limitation, funds) credited to the Account
      other than the claims and interests of the parties referred to in this
      Agreement, the Account Holder will promptly notify the Secured Party and the
      Grantor of such claim or interest.

     

    SECTION
      6. The
      Account Holder’s Responsibility.
      (a)  The Account Holder will not be liable to the Grantor or the
      Secured Party for complying with an Account Direction or other direction
      concerning the Account originated by the Secured Party, even if the Grantor
      notifies the Account Holder that the Secured Party purportedly is not legally
      entitled to issue the Account Direction or such other
      direction.


    
      
        
        

      

      
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    (a) This
      Agreement does not create any obligation of the Account Holder except for those
      expressly set forth in this Agreement and in Article 4 of the N.Y. Uniform
      Commercial Code. In particular, the Account Holder need not investigate whether
      the Secured Party is entitled under the Secured Party’s agreements with the
      Grantor to give an Account Direction or other direction concerning the Account.
      The Account Holder may conclusively rely and act upon notices and communications
      it believes given by the appropriate party.

     

    SECTION
      7. Standard
      of Care; Indemnity.
      

     

    (a) Except
      as
      otherwise expressly provided herein, Account Holder shall not be liable for
      any
      costs, expenses, damages, liabilities or claims, including attorneys’ fees
      (“Losses”)
      incurred by or asserted against Grantor or Secured Party, except those Losses
      determined to have been caused by the gross negligence or willful misconduct
      of
      Account Holder. Account Holder shall have no liability whatsoever for the action
      or inaction of any Depository. In no event shall Account Holder be liable for
      special, indirect or consequential damages, or lost profits or loss of business,
      arising in connection with this Agreement.

     

    (b) Each
      of
      the Secured Party and Grantor, jointly and severally, agrees to indemnify
      Account Holder and hold Account Holder harmless from and against any and all
      Losses sustained or incurred by or asserted against Account Holder under this
      Agreement in connection with or arising out of Account Holder’s execution and
      performance of this Agreement, including, without limitation, its compliance
      with Account Directions originated by the Secured Party; provided, that Account
      Holder shall not be indemnified for those Losses determined to have been caused
      by Account Holder’s own gross negligence or willful misconduct. This indemnity
      shall be a continuing obligation of Grantor and Secured Party and their
      respective successors and assigns notwithstanding the termination of this
      Agreement.

     

    SECTION
      8. Termination;
      Survival.
      (a)  The Secured Party may terminate this Agreement by written notice
      to the Account Holder and the Grantor. If the Secured Party notifies the Account
      Holder that the Security Interest has terminated, this Agreement will
      immediately terminate.

     

    (a) The
      Account Holder may not terminate this Agreement without 60 days’ prior notice to
      the Secured Party and the Grantor, provided
      that
      before such termination shall be effective the Grantor shall make arrangements
      to transfer the property (including, without limitation, all funds) credited
      to
      the Account to another Account Holder that shall have executed, together with
      the Grantor, a control agreement in favor of the Secured Party in respect of
      such property in substantially the form of this Agreement or otherwise in form
      and substance satisfactory to the Secured Party.

     

    (b) The
      Grantor may not terminate this Agreement without the written consent of the
      Secured Party.

     

    (c) Section
      7
      will survive termination of this Agreement.

     

    SECTION
      9. No
      Responsibility Concerning Security
      Agreement.
      Grantor
      and Secured Party hereby agree that, notwithstanding references to the Security
      Agreement in this Agreement, Account Holder has no interest in, and no duty,
      responsibility or obligation with respect to, the Security Agreement (including
      without limitation, no duty, responsibility or obligation to monitor Grantor’s
      or Secured Party’s compliance with the Security Agreement or to know the terms
      of the Security Agreement).


    
      
        
        

      

      
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    SECTION
      10. Advice
      of Counsel.
      Account
      Holder may, with respect to questions of law, obtain the advice of counsel
      at
      the expense of Grantor and shall be fully protected with respect to anything
      done or omitted by it in good faith in conformity with such advice.

     

    SECTION
      11. Account
      Disclosure.
      Account
      Holder is authorized to supply any information regarding the Account that is
      required by any law or governmental regulation now or hereafter in
      effect.

     

    SECTION
      12. Force
      Majeure.
      Account
      Holder shall not be responsible or liable for any failure or delay in the
      performance of its obligations under this Agreement arising out of or caused,
      directly or indirectly, by circumstances beyond its reasonable control,
      including without limitation, acts of God; earthquakes; fires; floods; wars;
      civil or military disturbances; sabotage; epidemics; riots; interruptions,
      loss
      or malfunctions of utilities, computer (hardware or software) or communications
      service; accidents; labor disputes; acts of civil or military authority;
      governmental actions; inability to obtain labor, material, equipment or
      transportation.

     

    SECTION
      13. No
      Implied Duties.
      Account
      Holder shall have no duties or responsibilities whatsoever other than such
      duties and responsibilities as are specifically set forth in this Agreement,
      and
      no covenant or obligation shall be implied against Account Holder in connection
      with this Agreement.

     

    SECTION
      14. Certificates
      of Authorized Persons.
      Secured
      Party and Grantor agree to furnish to Account Holder a new Certificate of
      Authorized Persons in the event of any change in the then present Authorized
      Persons. Until such new Certificate is received, Account Holder shall be fully
      protected in acting upon directions of such present Authorized
      Persons.

     

    SECTION
      15. Governing
      Law.
      The law
      of the State of New York will govern this Agreement and the Account. The Account
      Holder and the Grantor may not change the law governing the Account without
      the
      Secured Party’s express prior written agreement.

     

    SECTION
      16. Entire
      Agreement.
      This
      Agreement is the entire agreement, and supersedes any prior agreements, and
      contemporaneous oral agreements, of the parties concerning its subject
      matter.

     

    SECTION
      17. Amendments.
      No
      amendment of, or waiver of a right under, this Agreement will be binding unless
      it is in writing and signed by the party to be charged.

     

    SECTION
      18. Notices.
      A
      notice or other communication to a party under this Agreement will be in writing
      (it being understood that writing for this purpose includes facsimile
      transmission or electronic mail), will be sent to the party’s address set forth
      in Exhibit A or to such other address as the party may notify the other parties
      and will be effective on receipt.

     

    SECTION
      19. Binding
      Effect.
      This
      Agreement shall become effective when it shall have been executed by the
      Grantor, the Secured Party and the Account Holder, and thereafter shall be
      binding upon and inure to the benefit of the Grantor, the Secured Party and
      the
      Account Holder and their respective successors and assigns.

     

    SECTION
      20. Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement. Delivery of an executed counterpart of a signature page to
      this
      Agreement by facsimile shall be effective as delivery of an original executed
      counterpart of this Agreement.


    
      
        
        

      

      
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    SECTION
      21. WAIVER
      OF JURY TRIAL.
      EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
      DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS ACCOUNT CONTROL
      AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
      ON
      CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
      REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
      OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
      SEEK
      TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
      PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CONTROL AGREEMENT BY, AMONG
      OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
      21.

     

    SECTION
      22. Fees
      and Expenses.
      In
      connection with its services hereunder, the Account Holder shall be entitled
      to
      charge and the Grantor hereby agrees to pay such fees and reasonable charges
      as
      are set forth on that certain “Account Holder Services Fee Schedule” attached
      hereto as Schedule I. 

     

    SECTION
      23. Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of, and be binding upon, the successors
      and
      permitted assigns of each of the parties hereto. None of the rights, duties
      or
      obligations of any of the parties hereunder may be assigned without the express
      written consent of the other parties.

     

    SECTION
      24. Other
      Dealings.
      Nothing
      herein shall restrict, or prevent the parties herein from entering into, other
      business transactions or relationships with any of the other parties
      hereto.

     

    SECTION
      25. Account
      a Deposit Account.
      The
      parties hereto acknowledge and agree that the Account is a “deposit account”
within the meaning of Section 9-102(a)(29) of the NYUCC, this Agreement
      constitutes an “authenticated record” for purposes of Section 9-104 of the NYUCC
      and the Secured Party maintains exclusive “control” of the Account pursuant to
      Section 9-104(a)(2) of the NYUCC.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their respective officers thereunto duly authorized, as of the date first above
      written.

     

    
      	
              MRU
                HOLDINGS, INC., as Grantor

            
	 	 
	
              By:

            	/s/
              Vishal Garg
	
              Name:

            	Vishal
              Garg
	
              Title:

            	Chief
              Financial Officer
	 	 
	
              VIKING
                ASSET MANAGEMENT L.L.C., a California limited liability company,
                as
                Secured Party

            
	 	 
	
              By:

            	
              /s/
                S. Michael Rudolph

            
	
              Name:

            	
              S.
                Michael Rudolph

            
	
              Title:

            	
              Chief
                Financial Officer 

            
	 	 
	
              THE
                BANK OF NEW YORK TRUST COMPANY, N.A., as Account Holder

            
	 	 
	
              By:

            	
              /s/
                Maricela Marquez

            
	
              Name:

            	Maricela
              Marquez
	
              Title:

            	Assistant
              Vice
              President


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A to the

    Account
      Control Agreement

    


    ADDRESSES
      FOR NOTICES

    


    
      	 	
              ·

            	
              To
                MRU HOLDINGS, INC.:

            


    

    


    MRU
      Holdings, Inc.

    590
      Madison Avenue, 13th
      Floor

    New
      York,
      New York 10022

    Attn:
      Jonathan Coblentz

    Telephone:
      (212) 444-7507

    Fax:
      (212) 444-7530

    


    
      	 	
              ·

            	
              To
                Viking Asset Management L.L.C.:

            


    

    


    Viking
      Asset Management, LLC

    600
      Montgomery Street, 44th
      Floor

    San
      Francisco, Ca 94111

    Attention:
      Michael Rudolph

    Fax:
      (415) 981-5301

    


    with
      a
      copy to:

    


    Viking
      Asset Management, LLC

    10
      Glenville Street, 3rd
      Floor

    Greenwich,
      CT 06831

    Attention:
      Robert J. Brantman

    Fax:
      (646) 840-4958

     

    
      	 	
              ·

            	
              To
                THE BANK OF NEW YORK TRUST COMPANY, N.A.:

            


    

    


    The
      Bank
      of New York Trust Company, N.A. 

    2
      North
      LaSalle Street, Suite 1020

    Chicago,
      Illinois 60602

    Attn: Structured
      Finance--MRU

    Telephone:
      (312) 827-8500 

    Fax:
      (312) 827-8562


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B to the

    Account
      Control Agreement

    


    INCUMBENCY
      CERTIFICATE

     

    The
      undersigned, ____________, being the ____________ of ____________ (the
      "Company") does hereby certify that the individuals listed below are qualified
      and acting officers of the Company as set forth in the right column opposite
      their respective names and the signatures appearing in the extreme right column
      opposite the name of each such officer is a true specimen of the genuine
      signature of such officer and such individuals have the authority to execute
      documents to be delivered to, or upon the request of, The Bank of New York
      Trust
      Company, N.A., as Account Holder under the Account Control Agreement dated
      as of
      October 19, 2007, by and among the Company, [MRU Holdings, Inc.,
      a
      Delaware corporation as Grantor] [Viking Asset Management LLC, as Secured Party]
      [use
      name of party not signing below],
      and The
      Bank of New York Trust Company, N.A.

     

    
      	
              Name

            	 	
              Title

            	 	
              Signature

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

     

    IN
      WITNESS WHEREOF, the undersigned has duly executed and delivered this
      Certificate as of the 19th day of October, 2007.

     

    
      	 
	
              Name:

            
	
              Title: