FORM
      OF

     

    SHAREHOLDERS
      RIGHTS AGREEMENT

    


    By
      and
      between 

    


    NTR
      ACQUISITION CO.,

    


    NTR
      PARTNERS LLC

    


    and

    


    OCCIDENTAL
      PETROLEUM INVESTMENT CO.

    


    Dated
      _________________


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      of Contents

    


    
      	
              1.
                RESTRICTIONS ON TRANSFERABILITY OF SECURITIES.

            	
              1

            
	 	 
	
              1.2
                Restrictions on Transfer.

            	
              3

            
	 	 
	
              2.
                COVENANTS OF THE COMPANY

            	
              4

            
	 	 
	
              2.1
                Basic Financial Information.

            	
              5

            
	
              2.2
                Additional Information and Rights.

            	
              5

            
	
              2.3
                Right of First Refusal.

            	
              6

            
	
              2.4
                Exchange Right.

            	
              7

            
	
              2.5
                Tag Along Rights.

            	
              8

            
	
              2.6
                Prompt Payment of Taxes, etc.

            	
              9

            
	
              2.7
                Maintenance of Properties and Leases

            	
              9

            
	
              2.8
                Insurance

            	
              9

            
	
              2.9
                Accounts and Records

            	
              9

            
	
              2.10
                Compliance with Requirements of Government Authorities

            	
              9

            
	
              2.11
                Maintenance of Corporate Existence, etc

            	
              10

            
	
              2.12
                Transactions with Affiliates.

            	
              10

            
	
              2.13
                Attendance at Board Meetings.

            	
              10

            
	
              2.14
                Restrictions on Corporate Actions.

            	
              10

            
	 	 
	
              3.
                MISCELLANEOUS

            	
              11

            
	 	 
	
              3.1
                Governing Law.

            	
              11

            
	
              3.2
                Successors and Assigns.

            	
              11

            
	
              3.3
                Entire Agreement; Amendment; Waiver.

            	
              12

            
	
              3.4
                Notices, etc.

            	
              12

            
	
              3.5
                Delays or Omissions.

            	
              12

            
	
              3.6
                Rights; Separability.

            	
              12

            
	
              3.7
                Titles and Subtitles

            	
              12

            
	
              3.8
                Counterparts.

            	
              12

            


    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    SHAREHOLDERS
      RIGHTS AGREEMENT

    


    This
      Shareholders Rights Agreement (this “Agreement”)
      is made
      and entered into as of the ______ day of __________, 200__ by and among NTR
      ACQUISITION CO, a Delaware corporation (the “Company”),
      NTR
      PARTNERS LLC, a Delaware limited liability company (“Partners”),
      the
      other signers of this Agreement (“Additional
      Holders”)
      and
      OCCIDENTAL PETROLEUM INVESTMENT CO., a California corporation (“Occidental”).

    


    Recitals

    


    WHEREAS,
      Partners and the Additional Holders hold warrants under the Company’s Amended
      and Restated Warrant Agreement dated January 28, 2007 between the Company and
      the persons named therein and/or shares of the Company’s common stock, par value
      $0.001 per share (“Common
      Stock”)
      issued
      upon exercise thereof (the “Warrants”),
      and
      shares of Common Stock and possess registration rights and other rights pursuant
      to a Registration Rights Agreement dated as of January 30, 2007 between the
      Company, Partners, Additional Holders and the other persons named therein (the
      “First
      Registration Rights Agreement”);
      

     

    WHEREAS,
      Occidental is a party to the Series A Senior Convertible Preferred Stock
      Purchase Agreement dated as of November 2, 2007 between the Company and
      Occidental (the “Series
      A Agreement”);
      and

     

    WHEREAS,
      certain of the Company’s
      and
      Occidental’s obligations under the Series A Agreement are conditioned upon the
      execution and delivery by Occidental and the Company of this
      Agreement;

     

    NOW,
      THEREFORE, in consideration of the mutual promises and covenants set forth
      herein, the parties hereto further agree as follows:

    


    1.
      RESTRICTIONS ON TRANSFERABILITY OF SECURITIES.

     

    1.1
      Certain Definitions.
      As
      used
      in this Agreement, the following terms shall have the meanings set forth
      below:

     

    “Business
      Day”
shall
      mean any day, except a Saturday, Sunday or legal holiday on which banking
      institutions in the City of New York are authorized or obligated by law or
      executive order to close.

    


    “Closing”
shall
      have the meaning provided to such term in the Series A
      Agreement.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended, or any similar successor
      federal statute and the rules and regulations thereunder, all as the same shall
      be in effect from time to time.

    


    “Exchange
      Debt”
shall
      mean indebtedness for borrowed money issued by the Company or any of its
      subsidiaries (including indebtedness to finance acquisitions or other
      non-working capital needs), other than indebtedness incurred to finance ordinary
      course working capital needs of the Company and its subsidiaries, provided
      by an
      institutional lender whose
      loans are regulated by law (such as banks, trust companies, credit unions and
      commercial loan agencies)
      having
      aggregate capital and surplus in excess of $1 billion.

    


    “Holder”
      shall
      mean Occidental (for so long as Occidental owns any Shares) and any holder
      to
      whom any shares of Series A Preferred Stock have been
      transferred in compliance with Section
      1.2.

    


    “Independent
      Third Party”
means
      any Person that (i) did not beneficially own in excess of five percent (5%)
      of
      the voting securities of the Company deemed outstanding (on a fully diluted
      basis) as of the first anniversary of the date hereof; and (ii) does not control
      and is not an controlled by or under common control with, as defined under
      the
      Exchange Act, any such owner.

    


    “New
      Securities”
shall
      mean any capital stock (including Common Stock and preferred stock) of the
      Company whether now authorized or not, and rights, options or warrants to
      purchase such capital stock, and securities of any
      type
      whatsoever that are, or may become, convertible into, or otherwise exercisable
      or exchangeable for, capital stock; provided
      that the
      term “New Securities” does not include (i) securities purchased under the Series
      A Agreement; (ii) securities issued upon conversion of the Series A Preferred
      Stock;
      (iii)
securities
      issued to employees, consultants, officers or directors of the Company pursuant
      to any stock option, stock purchase or stock bonus plan, agreement or
      arrangement approved by the Board
      of
      Directors; (iv) securities issued in connection with any stock split, stock
      dividend or recapitalization of the Company; (v) securities issued in connection
      with an acquisition (whether by stock sale, amalgamation, merger,
      recapitalization, asset sale or similar transaction) of another Person; (vi)
      any
      right, option or warrant to acquire any security convertible into the securities
      excluded from the definition of New Securities pursuant to subsections (i)
      through (vi) above; or (vii)
      securities issued upon
      exercise of the Warrants outstanding as of the date hereof.

    


    “Person”
shall
      be construed as broadly as possible and shall include an individual,
      corporation, association, partnership (including a limited liability partnership
      or a limited liability limited partnership), limited liability company, estate,
      trust, joint venture, unincorporated organization or a government or any
      department, agency or political subdivision thereof. 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    “Replacement
      Transaction”
shall
      mean any replacement acquisition by the Company through a merger, capital stock
      exchange, asset acquisition, stock purchase, reorganization or other similar
      business combination of one or more businesses or assets in the energy business
      acceptable to Occidental.

    


    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended, or any similar successor federal
      statute and the rules and regulations thereunder, all as the same shall be
      in
      effect from time to time.

    


    “Series
      A Preferred Stock”
shall
      mean the Company’s Series A Senior Convertible Preferred Stock, $0.0001 par
      value per share.

    


    “Shares”
shall
      mean shares of the Company’s Series A Preferred Stock or shares of Common Stock
      issued on conversion of the Series A Preferred Stock.

    


    “Transaction”
shall
      mean the acquisition, directly or indirectly, by the Company of all outstanding
      shares of each class of common stock of Kern Oil & Refining Co., a
      California corporation, from Casey Co., a California Corporation pursuant to
      the
      Kern Purchase Agreement (as defined in the Series A Agreement).

     

    1.2
      Restrictions on Transfer.

    


    (a)
       Each
      Holder agrees not to make any disposition of all or any portion of the Shares
      prior to the date that is six (6) months after the Closing, without the consent
      of the Company, except to any transferee who, within
      the meaning of the Securities Act, is controlling, controlled by or under common
      control with, any such Holder,
      and
      shall not make any such disposition unless and until the transferee has agreed
      in writing for the benefit of the Company to be bound by this Section
      1.2,
      provided and to the extent such Section is then applicable (i.e. clause (i)
      below is not applicable), and:

     

    (i) There
      is
      then in effect a registration statement under the Securities
      Act
      covering such proposed disposition and such disposition is made in
      accordance with such registration statement; or

     

    (ii) (A)
      Such
      Holder shall have notified the Company of the proposed disposition and shall
      have furnished the Company with a statement of the circumstances surrounding
      the
      proposed disposition, and (B) if reasonably requested by the Company, such
      Holder shall have furnished the Company with an opinion of counsel, reasonably
      satisfactory to the Company, that such disposition will not require registration
      of such Shares under the Securities Act. It is agreed that the Company will
      not
      require opinions of counsel for transactions made pursuant to Rule
      144.

     

    (iii) Notwithstanding
      the provisions of paragraphs (i) and (ii) above, no such registration
      statement or opinion of counsel shall be necessary for a transfer by a Holder
      to
      a
      Person that is, within the meaning of the Securities Act, controlling,
      controlled by or under common control with, any such Holder; provided
      the
      transferee will be subject to the terms of this Section
      1.2
      to the
      same extent as if such transferee were an original Holder
      hereunder.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (b) Each
      certificate representing Shares shall (unless otherwise permitted by the
      provisions of this Agreement) be stamped or otherwise imprinted with a legend
      substantially similar to the following (in addition to any legend required
      under
      applicable state securities laws):

     

    THE
      TRANSFER OF THE SHARES REPRESENTED HEREBY IS RESTRICTED BY THE TERMS OF A
      SHAREHOLDERS RIGHTS AGREEMENT, DATED AS OF _________, 200_, A COPY OF WHICH
      IS
      ON FILE WITH THE COMPANY. NO TRANSFER SHALL BE EFFECTIVE UNLESS AND UNTIL THE
      TERMS AND CONDITIONS OF SUCH SHAREHOLDERS RIGHTS AGREEMENT HAVE BEEN COMPLIED
      WITH IN FULL.

    


    THE
      SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED, ASSIGNED, PLEDGED OR
      HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY
      HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE
      COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    (c) The
      Company shall be obligated to promptly reissue unlegended certificates at the
      request of any Holder thereof if the Holder shall have obtained an opinion
      of
      counsel at such Holder’s expense (which counsel may be counsel to the Company)
      reasonably acceptable to the Company to the effect that the securities proposed
      to be disposed of may lawfully be so disposed of without registration,
      qualification or legend.

     

    (d) Any
      legend endorsed on an instrument pursuant to applicable state securities
      laws and the stop-transfer instructions with respect to such securities
      shall
      be
      removed upon receipt by the Company of an order of the appropriate blue sky
      authority authorizing such removal.

    


    2.
      COVENANTS OF THE COMPANY

    


    The
      Company hereby covenants and agrees, so long as any shares of Series A Preferred
      Stock are outstanding, as follows:


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


     

    2.1
      Basic Financial Information.  The
      Company will furnish the following reports to each Holder that owns at least
      ten
      percent (10%) of the Shares:

    


    (a) As
      soon
      as practicable after the end of each fiscal year of the Company, and in any
      event within ninety (90) days thereafter, a consolidated balance sheet
      of
      the Company and its subsidiaries, if any, as at the end of such fiscal
      year,
      and
      consolidated statements of income and cash flows of the Company and its
      subsidiaries, if any, for such year, prepared in accordance with generally
      accepted accounting principles consistently applied and setting forth in each
      case in comparative form the figures for the previous fiscal year, all in
      reasonable detail and certified by independent public accountants of recognized
      national standing selected by the Company.

    


    (b) As
      soon
      as practicable after the end of the first, second, and third quarterly
      accounting periods in each fiscal year of the Company, and in any event within
      forty-five (45) days thereafter, a consolidated balance sheet of the Company
      and
      its
      subsidiaries, if any, as of the end of each such quarterly period, and
      consolidated
      statements of income and cash flows of the Company and its subsidiaries,
      if any,
      for
      such period and for the current fiscal year to date, prepared in
      accordance
      with
      generally accepted accounting principles consistently applied and setting forth
      in comparative form the figures for the corresponding periods of the previous
      fiscal year, subject to changes resulting from normal year-end audit
      adjustments, all in reasonable detail and certified by the principal financial
      or accounting
      officer of the Company, except that such financial statements need
      not
      contain
      the notes required by generally accepted accounting principles.

    


    (c) The
      Company may satisfy the provisions of Sections
      2.1(a)
      and
(b)
      by
      filing its annual and quarterly reports using the Securities and Exchange
      Commission’s EDGAR System as required, and at the time required to be filed, by
      the Exchange Act. 

     

    2.2
      Additional Information and Rights.

    


    (a) The
      Company will permit any Holder that owns at least seventy-five percent (75%)
      of
      the Shares (as presently constituted and subject to subsequent adjustment for
      stock splits, stock dividends, reverse stock splits, recapitalizations and
      the
      like) (a “Significant
      Holder”),
      or a
      representative of any Significant Holder, to visit and inspect any of the
      properties of the Company, including its books of account and other records
      (and
      make copies thereof and take extracts therefrom), and to discuss its affairs,
      finances and accounts with the Company’s officers and its independent public
      accountants, upon reasonable advance notice, all at such reasonable times and
      as
      often as any such person may reasonably request.

    


    (b) The
      Company will deliver the reports described below in this Section
      2.2
      to each
      Significant Holder, who so requests in writing, with reasonable promptness,
      such
      other information and data with respect to the Company and its subsidiaries
      as
      any such Significant Holder may from time to time reasonably
      request.

    


    (c) The
      provisions of Section
      2.1
      and this
Section
      2.2
      shall
      not be in limitation of any rights which any Holder or Significant Holder may
      have with respect to the books and records of the Company, or to inspect its
      properties or discuss its affairs, finances and accounts, under the laws of
      the
      State of Delaware.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    (d) Anything
      in Section
      2.2
      to the
      contrary notwithstanding, no Holder by reason of this agreement shall have
      access to any trade secrets or confidential information of the Company. Each
      Holder hereby agrees to hold in confidence and trust
      and
      not to misuse or disclose any confidential information provided
      pursuant
      to this
Section
      2.2, provided,
      however,
      (i)
      that
      in the event a Holder or any of its representatives are requested in a legal
      proceeding (by deposition, interrogatories, requests for information or
      documents in legal proceedings, subpoena, civil investigative demand or other
      similar process) to disclose any of information, the Holder shall give the
      Company prompt notice of such request so that the Company may seek a protective
      order or other similar relief with respect to such disclosure so as to maintain
      the confidential nature of the information to be disclosed after which the
      Holder may make required disclosures, (ii) that in the event that a Holder
      or
      its representatives are otherwise required by law or stock
      exchange regulations or by a governmental order, decree, regulation
      or rule
      or legal process
      to
      disclose any of the information, the Holder shall give the Company notice of
      the
      information to be disclosed and such opportunity as is reasonably practicable
      to
      review the proposed disclosure and to comment thereon after which the Holder
      may
      make required disclosures, and (iii) the Company recognizes that the Holder
      and
      its representatives may
      retain mental impressions of the information and that such Persons may, now
      or
      in the future, be working on other projects, whether or not related to the
      Company and, consequently, notwithstanding anything in this Agreement, the
      parties agree that such Persons will not be precluded from working on such
      other
      projects solely because of the retained mental impressions of the
      information.

    


    2.3
      Right of First Refusal. 

    


     (a)
      The
      Company hereby grants to each Holder who owns
      any
      shares
      of Series
      A Preferred Stock
      the
      right of first refusal to purchase a pro rata share of New Securities that
      the
      Company may, from time to time, propose
      to sell
      and issue. A Holder’s pro rata share, for purposes of this right of first
      refusal,
      is
      the ratio of the sum of (i) the number of Shares owned by such Holder
      immediately prior to the issuance of New Securities, assuming full
      conversion of
      the
      Series A Preferred Stock held by the Holder and (ii) any New Securities
      previously purchased by the Holder under this Section
      2.3(a)
      and
      owned by such Holder immediately prior to the issuance of New Securities
      (collectively, “Base
      Securities”),
      assuming full conversion, exercise or exchange, if any is possible, of such
      New
      Securities, to the total
      number of shares of Common Stock outstanding immediately prior to the
      issuance
      of
      New Securities, assuming full conversion, exercise or exchange of the Base
      Securities and exercise of
      all
      other outstanding convertible securities, rights, options and warrants to
      acquire Common
      Stock of the Company. Each Holder shall have a right of
      over-allotment such
      that
      if any Holder fails to exercise its right hereunder to purchase its pro
      rata
      share of
      New Securities, the other Holders may purchase the non-purchasing Holder’s
      portion on a pro rata basis within five (5) days from the date such
      non-purchasing Holder fails to exercise its right hereunder to purchase its
      pro
      rata share of New Securities. 


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    (b) In
      the
      event the Company proposes to undertake an issuance of New Securities, it shall
      give each Holder written notice of its intention, describing the type of New
      Securities, and their price and the general terms upon which the Company
      proposes to issue the same. Each Holder shall have ten (10) Business Days after
      any such notice is mailed or delivered to agree to purchase such Holder’s pro
      rata share of such New Securities for the price and upon the terms specified
      in
      the notice by giving written notice to the Company and stating therein the
      quantity of New Securities to be purchased.

    


    (c) In
      the
      event the Holders fail to exercise fully the right of first refusal within
      said
      ten (10) Business Day period and after the expiration of the five (5)Business
      Day period for the exercise of the over-allotment provisions of this
Section
      2.3,
      the
      Company shall have one hundred fifty (150) days thereafter to sell to sell
      the
      New Securities respecting which the Holders’ right of first refusal option set
      forth in this Section
      2.3
      was not
      exercised, at a price and upon terms no more favorable to the purchasers thereof
      than specified in the Company’s notice to Holders pursuant to Section
      2.3(b).
      In the
      event the Company has not sold the New Securities in accordance with the
      foregoing within one hundred fifty (150) days from the expiration of the ten
      (10)Business Day period for the exercise of the over-allotment provisions,
      the
      Company shall not thereafter issue or sell any New Securities, without first
      again offering such securities to the Holders in the manner provided in
Section
      2.3(b).
      

    


    (d) The
      right
      of first refusal set forth in this Section
      2.3
      may not
      be assigned or transferred, except that (i) such right is assignable by each
      Holder to any wholly owned subsidiary or parent of, or to any Person that is,
      within the meaning of the Securities Act, controlling, controlled by or under
      common control with, any such Holder, and (ii) such right is assignable between
      and among any of the Holders.

    


    2.4
      Exchange Right.

    


    The
      Company hereby grants to Occidental the right, during the period ending on
      the
      date that is two (2) years after the Closing, to exchange Series A Preferred
      Stock for Exchange Debt that the Company may, from time to time, propose to
      sell
      and issue as set forth in this Section
      2.4.
      In the
      event the Company proposes to incur Exchange Debt, it shall give Occidental
      written notice of its intention, describing the type of Exchange Debt, and
      its
      interest rate and the general terms upon which the Company proposes to incur
      the
      same. Occidental may exercise the exchange right set forth in this Section
      2.4
      (the
“Exchange
      Right”)
      by
      providing written notice to the Company of its election and the aggregate
      liquidation preference of the Series A Preferred Stock it elects to exchange
      not
      less than 10 Business Days prior to the incurrence of such Exchange Debt. If
      Occidental exercises the Exchange Right, the Company will issue Exchange Debt
      to
      Occidental in an aggregate principal amount equal to the aggregate liquidation
      preference of the Series A Preferred Stock indicated in the election notice
      upon
      surrender by Occidental of certificates representing Series A Preferred Stock
      at
      least equal to those noted in the exchange notice. If Occidental surrenders
      certificates representing excess shares of Series A Preferred Stock, the Company
      will provide a replacement certificate to Occidental representing such excess
      shares.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    2.5
      Tag Along Rights.

    


    (a)
      If
      Partners, Additional Holders or any of their respective successors and assigns
      desire (“Prospective
      Sellers”)
      to
      effect any sale or transfer (other than a sale or transfer to the public
      pursuant to a registration statement or Rule 144 under the Securities Act)
      of
      any Warrants or Common Stock to any Independent Third Party which (when
      aggregated with all prior such sales or transfers) represents more than
      1,000,000 shares of Common Stock (assuming exercise of all the Warrants) (a
      “Tag
      Along
      Transaction”),
      then,
      for so long as Occidental beneficially owns any shares of Series A Preferred
      Stock, Prospective Sellers shall give written notice to Occidental offering
      Occidental the option to participate in the Tag
      Along
      Transaction (a “Sale
      Notice”),
      not
      less than seven (7) Business Days prior to the date of closing of such Tag
      Along
      Transaction. The Sale Notice shall set forth the material terms of the proposed
      Tag
      Along
      Transaction and identify the contemplated transferee(s).

    


    (b)
      Occidental may, by written notice to Prospective Sellers (a “Tag
      Along Notice”)
      delivered within three (3) Business Days after the date of the Sale Notice,
      elect to sell in such Tag
      Along
      Transaction any shares of Series A Preferred Stock held by it.

    


    (c)
      If
      Occidental fails to deliver a timely Tag
      Along
      Notice,
      then Prospective Sellers, may thereafter consummate the Tag
      Along
      Transaction at the same price and on substantially the same terms and conditions
      as are described in the Sale Notice (including, without limitation, the number
      of shares of Common Stock being directly or indirectly sold). If Occidental
      gives Prospective Sellers a timely Tag
      Along
      Notice,
      then Prospective Sellers shall use all reasonable efforts to cause the
      prospective transferee(s) to agree to acquire all Series A Preferred Stock
      identified in the Tag
      Along
      Notice,
      upon the same terms and conditions as are applicable to the Warrants or Common
      Stock held by Prospective Sellers (using an as-converted comparison of the
      Warrants and the Series A Preferred Stock and accounting for the fact that
      the
      Series A Preferred Stock has been paid). If such prospective transferee is
      unable or unwilling to acquire all Series A Preferred Stock proposed to be
      included in the Tag
      Along
      Transaction upon such terms, then Prospective Sellers may elect either to cancel
      such Tag
      Along
      Transaction or to sell the maximum number of shares of Series A Preferred Stock
      that such prospective transferee(s) is willing to purchase. Occidental shall
      deliver any shares of Series A Preferred Stock sold in any transaction pursuant
      to this Section
      2.5
      free and
      clear of liens, encumbrances and adverse claims with respect thereto. If
      Occidental participates in any such Tag Along Transaction, it shall be
      responsible for its proportionate share of the costs of the Tag Along
      Transaction to the extent not paid or reimbursed by the contemplated transferee
      or the Company.

    


    (d)
      For
      the avoidance of doubt, the terms set out in this Section
      2.5
      shall
      not apply to any sale or transfer of any Warrants or Common Stock to any
      affiliate of Prospective Sellers; provided
      that
      such affiliate agrees to be bound to the terms hereof with respect to such
      Warrants or Common Stock.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    2.6
      Prompt Payment of Taxes, etc. The
      Company will promptly pay and discharge, or cause to be paid and discharged,
      when due and payable, all lawful taxes, assessments and governmental charges
      or
      levies imposed upon the income, profits, property or business of the Company
      or
      any subsidiary; provided,
      however,
      that
      any such tax, assessment, charge or levy need not be paid if the validity
      thereof shall currently be contested in good faith by appropriate proceedings
      and if the Company shall have set aside on its books adequate reserves with
      respect thereto; and provided,
      further,
      that
      the Company will pay all such taxes, assessments, charges or levies forthwith
      upon the commencement of proceedings to foreclose any lien which may have
      attached as security therefor. The Company will promptly pay or cause to be
      paid
      when due, or in conformance with customary trade terms or otherwise in
      accordance with policies related thereto adopted by the Company’s Board of
      Directors, all other indebtedness incident to operations of the
      Company.

     

    2.7
      Maintenance of Properties and Leases.  The Company
      will keep its properties and
      those
      of its subsidiaries
      in good
      repair, working order and
      condition, reasonable
      wear and tear excepted, and from time to time make all necessary and proper
      repairs, renewals, replacements, additions and improvements thereto except
      to
      the extent failure would not result, either individually or in the aggregate,
      in
      any material adverse change in the assets, business, operations, properties,
      prospects, or condition (financial or otherwise) of the Company (as such
      business is presently conducted and as it is presently proposed to be conducted)
      (“Material
      Adverse Change”);
      and
      the Company and its subsidiaries will at all times comply with each material
      provision
      of
      all leases to which
      any
      of them is a
      party
      or under which
      any
      of them occupies
      property if the breach
      of such
      provision would reasonably be expected to have a Material Adverse
      Change.

     

    2.8
      Insurance.
      Except
      as
      otherwise decided in accordance with policies adopted by the Company’s Board of
      Directors, the Company will keep its assets and those of its subsidiaries which
      are of an insurable character insured by financially sound and reputable
      insurers against loss or damage by fire, explosion and other risks customarily
      insured against by companies in the Company’s line of business, and the Company
      will maintain, with financially sound and reputable insurers, insurance against
      other hazards and risks and liability to persons and property to the extent
      and
      in the manner customary for companies in similar businesses similarly
      situated.

     

    2.9
      Accounts and Records.
      The
      Company will keep true records and books of account in which full, true and
      correct entries will be made of all dealings or transactions
      in relation to its business and affairs in accordance
      with generally
      accepted
      accounting principles applied on a consistent basis.

     

    2.10
      Compliance with Requirements of Government Authorities.
      The
      Company and all its subsidiaries shall duly observe and conform to all valid
      requirements of governmental authorities relating to the conduct of their
      businesses or to their
      properties and assets
      if the
      failure to observe them would reasonably be expected to result in a Material
      Adverse Change.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    2.11
      Maintenance of Corporate Existence, etc.
      The
      Company shall, and shall cause its material subsidiaries to, maintain in full
      force and effect its corporate existence, rights and franchises and all licenses
      and other rights in or to use patents, processes, licenses, trademarks, trade
      names or copyrights owned or possessed by it or any subsidiary and necessary
      to
      the conduct of their business,
      the
      failure of to
      maintain which
      would
      reasonably be expected to result in a Material Adverse Change.

     

    2.12
      Transactions with Affiliates. The
      Company shall not, without the approval of the disinterested members of the
      Company’s Board of Directors, engage
      in
      any loans, leases, contracts or other transactions with any director,
      officer
      or key
      employee of the Company, or any member of any such person’s immediate
      family, including the parents, spouse, children and other relatives of any
      such
      person,
      on terms less favorable than the Company would obtain in a transaction with
      an
      unrelated party, as determined in good faith by the Board of
      Directors.

     

    2.13
      Attendance at Board Meetings.

    So
      long
      as Occidental continues to beneficially own, in the aggregate, not less than
      eighty percent (80%) of the Series A Preferred Stock issued under the Series
      A
      Agreement, Occidental shall have the right to attend all meetings of the Board
      of Directors in a monitoring observer capacity, to receive notice of such
      meetings and to receive the information provided by the Company to the Board
      of
      Directors.

     

    2.14
      Restrictions on Corporate Actions.

    So
      long
      as Occidental beneficially owns any shares of the Series A Preferred Stock,
      the
      Company will not, and Partners, Additional Holders and their respective
      affiliates, successors and assigns will not vote or otherwise grant approval
      to,
      amend the Company’s Certificate of Incorporation without the written approval of
      Occidental if such amendment would change any of the rights, preferences or
      privileges provided for the benefit of holders of any shares of the Series
      A
      Preferred Stock. Without limiting the generality of the preceding sentence,
      so
      long as Occidental beneficially owns any shares of the Series A Preferred Stock,
      the Company will not, and Partners, Additional Holders and their respective
      affiliates, successors and assigns will not, vote or otherwise grant approval
      to, amend the Company’s Certificate of Incorporation without the written
      approval of Occidental if such amendment would:

    


    (i) Reduce
      the dividend rates on the Series A Preferred Stock, make such dividends
      non-cumulative, or defer the date from which dividends will accrue, or cancel
      accrued and unpaid dividends, or change the relative seniority rights of the
      holders of the Series A Preferred Stock as to the payment of dividends in
      relation to the holders of any other capital stock of the Company;

     

    (ii) Reduce
      the amount payable to the holders of Series A Preferred Stock upon the voluntary
      or involuntary liquidation, dissolution, or winding up of the Company, or change
      the relative seniority of the liquidation preferences of the holders of the
      Series A Preferred Stock to the rights upon liquidation of the holders of any
      other capital stock of this Corporation;

    


    (iii) Reduce
      the Series A Preferred Stock redemption price;


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (iv) Delay
      the
      Series A Preferred Stock redemption date;

     

    (v) Make
      the
      Series A Preferred Stock redeemable at the option of the Company;
      or

     

    (vi) Cancel
      or
      modify the conversion rights of the Series A Preferred Stock.

     

    (vii) Change
      the rights of the holders of the Series A Preferred Stock to appoint directors
      of the Company.

    


    So
      long
      as Occidental continues to beneficially own, in the aggregate, not less than
      eighty percent (80%) of the Series A Preferred Stock issued under the Series
      A
      Agreement, the Company will not, and Partners, Additional Holders and their
      respective affiliates, successors and assigns will not vote or otherwise grant
      approval to, amend the Company’s Certificate of Incorporation or By-laws without
      the approval, by vote or written consent, by all of the holders of the Series
      A
      Preferred Stock to provide for any new class or series of capital stock having
      any rights, preferences or privileges senior to or on a parity with the rights,
      preferences or privileges provided for the benefit of holders of any shares
      of
      the Series A Preferred Stock.

    


    3.
      MISCELLANEOUS

     

    3.1
      Governing Law. This
      Agreement shall be governed in all respects by the
      laws
      of the State of New York, as applied to agreements among New York
      residents
      entered into and to be performed entirely within New
      York.
      To the
      fullest extent permitted by applicable law, each party hereto (i) agrees that
      any claim, action or proceeding by such party seeking any relief whatsoever
      arising out of, or in connection with, this Agreement or the transactions
      contemplated hereby shall be brought only in the United States District Court
      for the Central District of California and in any California State court located
      in Los Angeles County and not in any other State or Federal court in the United
      States of America or any court in any other country, (ii) agrees to submit
      to
      the exclusive jurisdiction of such courts located in the State of California
      for
      purposes of all legal proceedings arising out of, or in connection with, this
      Agreement or the transactions contemplated hereby and (iii) irrevocably waives
      any objection which it may now or hereafter have to the laying of the venue
      of
      any such proceeding brought in such a court and any claim that any such
      proceeding brought in such a court has been brought in an inconvenient forum.
      

    


    
      
        3.2
          Successors
          and Assigns. Except
          as
          otherwise expressly provided herein, the provisions hereof shall inure
          to the
          benefit of, and be binding upon, the successors, assigns, heirs, executors
          and
          administrators of the parties hereto. 

      

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    
      
        3.3
          Entire
          Agreement; Amendment; Waiver. This
          Agreement (including any Exhibits) constitutes the full and entire understanding
          and agreement between the parties with regard to the subjects hereof. Neither
          this Agreement nor any term hereof may be amended, waived, discharged or
          terminated, except by a written instrument signed by the Company and Occidental
          and any such amendment, waiver, discharge or termination shall be binding
          on all
          the holders of Shares.

      

    

    


    3.4
      Notices,
      etc. Unless
      otherwise provided, all notices and other communications required or permitted
      under this Agreement shall be in writing and shall be mailed by United States
      first-class mail, postage prepaid, sent by facsimile or delivered personally
      by
      hand or by a nationally recognized courier addressed to the party to be notified
      at the address or facsimile number indicated for such person on the signature
      page hereof, or at such other address or facsimile number as such party may
      designate by ten (10) days’ advance written notice to the other parties hereto.
      All such notices and other written communications shall be effective on the
      date
      of mailing, confirmed facsimile transfer or delivery.

     

    3.5
      Delays or Omissions.  No
      delay
      or omission to exercise any right, power or remedy accruing to any Holder,
      upon
      any breach or default of the Company under this Agreement
      shall
      impair any such right, power or remedy of such Holder nor shall it be construed
      to be a waiver of any such breach or default, or an acquiescence therein, or
      of
      or in any similar breach or default thereafter occurring; nor shall any waiver
      of any single breach or default be deemed a waiver of any other breach or
      default therefore or thereafter occurring. Any waiver, permit,
      consent or approval of any kind or character on the part of any Holder of
      any
      breach
      or default under this Agreement or any waiver on the part of any Holder of
      any
      provisions or conditions of this Agreement must be made in writing and shall
      be
      effective only to the extent specifically set forth in such writing. All
      remedies, either under this Agreement or by law or otherwise afforded to any
      Holder, shall be cumulative and not alternative.

     

    3.6
      Rights;
      Separability. Unless
      otherwise expressly provided herein, a Holder’s
      rights hereunder are several rights, not rights jointly held with any of
      the
      other
      Holders. In case any provision of the Agreement shall be invalid, illegal or
      unenforceable, the validity,
      legality and enforceability of the remaining provisions shall not in any way
      be
      affected or impaired thereby.

     

    3.7
      Titles and Subtitles.
      The
      titles of the paragraphs and subparagraphs of this Agreement are for convenience
      of reference only and are not to be considered in construing or interpreting
      this Agreement.

     

    3.8
      Counterparts. This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    NTR
      ACQUISITION CO.

    


    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    
      	
              Address:

            	
              100
                Mill Plain Road

            
	 	
              Suite
                320

            
	 	
              Danbury,
                CT 06811

            


    

    


    NTR
      PARTNERS LLC

    


    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    
      	
              Address:

            	
              100
                Mill Plain Road

            
	 	
              Suite
                320

            
	 	
              Danbury,
                CT 06811

            


    

    


    OCCIDENTAL
      PETROLEUM INVESTMENT CO.

    


    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    
      	
              Address:

            	
              10889
                Wilshire Blvd.

            
	 	
              Los
                Angeles, CA 90024

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 
	
              Buford
                H. Ortale

            


    

    


    Address:

    


    Gilliam
      Enterprises LLC

    


    
      	
              By:
                

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    Address:

    


    Hendricks
      Family LLLP

    By:
      Hendricks Family Holdings, Inc., General Partner

    


    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    Address:

    


    
      	 
	
              Maureen
                A. Hendricks

            


    

    


    Address:

    


    
      	 
	
              Randal
                K. Quarles

            


    

    


    Address:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SEWANEE
      PARTNERS III, L.P.

    By:
      Sewanee Ventures, its General Partner

    


    
      	
              By:
                

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    Address: