Exhibit  10.1

     

    Convertible
Note Deed Poll

     

    Mission
Biofuels Limited

    ACN 117
065 719


     

    The
Clayton Utz contact for this document is

    Leah
Chick and Kerry Matthews on +61 2 9353 4000

     

    Clayton
Utz

    Lawyers

    Levels
19-35 No. 1 O'Connell Street Sydney NSW 2000 Australia

    PO Box H3
Australia Square Sydney NSW 1215

    T +61 2
9353 4000 F +61 2 8220 6700

     

    www.claytonutz.com

     

    Our
reference 215/15477/00003333


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Contents


      
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Clause

                                	 	 
      	 	 
      
	
                                  Number

                                	 	
                                  Heading

                                	 	
                                  Page

                                
	 
      	 	 
      	 	 
      
	
                                  1.

                                	 	
                                  Definitions
      and interpretation

                                	 	
                                  3

                                
	 	 	 	 	 
	
                                  2.

                                	 	
                                  Nature
      and status of Convertible Notes

                                	 	
                                  3

                                
	 	 	 	 	 
	
                                  3.

                                	 	
                                  Enforceability

                                	 	
                                  4

                                
	 	 	 	 	 
	
                                  4.

                                	 	
                                  General

                                	 	
                                  4

                                
	 	 	 	 	 
	 
      	 	
                                  Annexure
      - Convertible Note Conditions

                                	 	
                                  6

                                
	 	 	 	 	 
	 
      	 	
                                  Schedule
      1 - Conversion Notice

                                	 	
                                  19

                                
	 
      	 	
                                  Notice
      of conversion or redemption of CRP Note

                                	 	
                                  19

                                
	 	 	 	 	 
	 
      	 	
                                  Schedule
      2 - Company's Capital Structure and Options

                                	 	
                                  20

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Convertible
Note Deed Poll made 4 April 2007

     

    By
Mission Biofuels Limited ACN 117 065 719 ("Mission")

    In favour
of the Noteholders from time to time

     

    Background

     

    
      	
              A

            	
              Mission
      proposes to issue Convertible Notes on the terms and conditions contained
      in the Convertible Note Conditions.

            


    

     

    
      	
              B

            	
              It
      is intended that the Noteholders will have the benefit of this
      document.

            


    

     

    Operative
provisions

     


      
        

      

    

     

    
      	
              1.

            	
              Definitions
      and interpretation

            


    

     

    Definitions

     

    
      	
              1.1

            	
              In
      this document:

            


    

     

    
      	
               
      

            	
              (a)

            	
              "Convertible Note
      Conditions" means, generally, the terms and conditions contained in
      the annexure as amended, varied or replaced from time to time;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              words
      and expressions defined, or incorporated by reference into the Convertible
      Note Conditions, have the same meanings when used in this
      document.

            


    

     

    Interpretation

     

    
      	
              1.2

            	
              Condition
      23(a) of the Convertible Note Conditions applies to the interpretation of
      this document as if every reference to "these Conditions" is replaced with
      "this document" and to a "Condition" is replaced with a
      "clause".

            


    

     

    
      

    

     

    
      	
              2.

            	
              Nature
      and status of Convertible Notes

            


    

     

    Constitution
of Convertible Notes

     

    
      	
              2.1

            	
              Each
      Convertible Note is a debt obligation of Mission constituted by, and owing
      under, this document.

            


    

     

    Terms
of Convertible Notes

     

    
      	
              2.2

            	
              Each
      Convertible Note is issued on, and subject to, the provisions of this
      document and the Convertible Note
Conditions.

            


    

     

    Form
of Convertible Notes

     

    
      	
              2.3

            	
              Each
      Convertible Note will be issued in registered form by entry in the
      Register.

            


    

     

    Creation
of Convertible Notes

     

    
      	
              2.4

            	
              Each
      Convertible Note will be created and issued immediately upon the entry in
      the Register of the subscriber for that Convertible Note as its initial
      Noteholder.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Effect
of registration

     

    
      	
              2.5

            	
              Each
      entry in the Register in respect of a Convertible Note constitutes an
      unconditional and irrevocable covenant by Mission in favour of the person
      whose name is so registered that Mission
will:

            


    

     

    
      	
               
      

            	
              (a)

            	
              (Make all payments): make
      all payments of principal, distributions and other amounts in respect of
      the Convertible Note in accordance with this document and the Convertible
      Note Conditions; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              (Perform other
      obligations): perform all of its other obligations in full, and by
      the due dates, referred to in this document and the Convertible Note
      Conditions.

            


    

     

    
      
  

    
      	
              3.

            	
              Enforceability

            


    

     

    Noteholder
may enforce

     

    
      	
              3.1

            	
              This
      document operates as a deed poll and is enforceable against Mission in
      accordance with its terms by each Noteholder in respect of the Convertible
      Notes held by it, even though the Noteholder is not a party to, or is not
      in existence at the time of execution and delivery of, this
      document.

            


    

     

    Noteholders
bound

     

    
      	
              3.2

            	
              Each
      Noteholder, and each person claiming through each Noteholder, is bound by,
      and is deemed to have notice of, the provisions of this document and the
      Convertible Note Conditions.

            


    

     

    Independent
enforcement

     

    
      	
              3.3

            	
              Each
      Noteholder may enforce its rights under this document and the Convertible
      Note Conditions independently from each other Noteholder, subject to any
      limitations imposed by this document and the Convertible Note
      Conditions.

            


    

     

    
      
  

    
      	
              4.

            	
              General

            


    

     

    Governing
Law

     

    
      	
              4.1

            	
              This
      document is governed by and must be construed according to the law
      applying in Western Australia.

            


    

     

    Jurisdiction

     

    
      	
              4.2

            	
              Mission
      and each Noteholder irrevocably:

            


    

     

    
      	
               
      

            	
              (a)

            	
              submits
      to the non-exclusive jurisdiction of the courts of Western Australia and
      the courts competent to determine appeals from those courts, with respect
      to any proceedings which may be brought at any time relating to this
      document, the Convertible Note Conditions and the Notes;
    and

            


    

     

    
      	
               
      

            	
              (b)

            	
              waives
      any objection it may now or in the future have to the venue of any
      proceedings, and any claim they may now or in the future have that any
      proceedings have been brought in an inconvenient forum, if that venue
      falls within clause 4.1.

            


    

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    Executed as a
deed.

     

    Executed by Mission Biofuels Limited
ACN

    117 065 719 in accordance with
section 127 of the

    Corporations Act by or in the
presence of:

     

    
      
        	
                /s/ Peter Williams

              	 
      	
                /s/ Nathan Mahalingam

              
	
                Signature
      of Secretary/other Director

              	 
      	
                Signature
      of Director or Sole Director and Secretary

              
	 
      	 
      	 
      
	
                Peter Williams

              	 
      	
                Nathan Mahalingam

              
	
                Name
      of Secretary/other Director in full

              	 
      	
                Name
      of Director or Sole Director and Secretary in
  full

              


      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Annexure
- Convertible Note Conditions 

      

    

     

    The
following are the terms and conditions of each Convertible Note

     

    
      	
              1

            	
              Interpretation
      and Definitions

            


    

     

    
      	
              1.1

            	
              Unless
      the context otherwise requires:

            


    

     

    "Allotment Date" means, in
respect of a Share issued on Conversion of a Convertible Note, the date on which
the Share is allotted and issued under Condition 6.

     

    "Application Form" means an
application for Convertible Notes or entitlement and acceptance form attached to
the offer for the issue of Convertible Notes.

     

    "ASTC Settlement Rules" means
the operating rules of the ASTC as amended or replaced from time to
time.

     

    "ASX" means Australian Stock
Exchange Limited.

     

    "AWST" means Australian Western
Standard Time.

     

    "Board" means the Board of
directors of the Company.

     

    "Business Day" means any day
that is not a Saturday, Sunday or any other day which is a public holiday or a
bank holiday in the place where an act is to be performed or a payment is to be
made.

     

    "Cleansing Notice" means a
notice given by the Company under section 708A(6) of the Corporations
Act.

     

    "Company" means Mission
Biofuels Limited ACN 117 065 719 of Level 8, 50 St Georges Terrace, Perth,
Western Australia.

     

    "Conditions" means these terms
and conditions of issue of the Convertible Notes.

     

    "Constitution" means the
constitution of the Company.

     

    "Conversion" means the
conversion of the Convertible Notes into Shares in accordance with these
Conditions, and "Convert" and "Converted" will be interpreted
accordingly.

     

    "Conversion Date" means, in
respect of a Convertible Note, the date on which it is Converted.

     

    "Conversion Notice" means a
notice in substantially the form set out in Schedule 1.

     

    "Conversion Number" is 1
subject to adjustment in accordance with Conditions 8 to 11.

     

    "Convertible Note" means a
Convertible Note having the Face Value and issued in accordance with and subject
to these Conditions.

     

    "Convertible Note Certificate"
means the document of that name to which these Conditions of issue are
attached.

     

    "Corporations Act" means the
Corporations Act 2001 (Cth).

     

    "Event of Default" means any of
the events of default set out in Condition 16.

     

    "Face Value" means the face
value of a Convertible Note as set out in Condition 2(b).

     

    "Government Agency" means any
foreign or Australian government or governmental, semi-governmental,
administrative, fiscal or judicial body, department, commission, authority,
tribunal, agency or entity, or any minister of the Crown in right of the
Commonwealth of Australia or any state.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    "Insolvency Event" means in
relation to a body corporate:

     

    
      	
               
      

            	
              (a)

            	
              the
      body corporate being unable to pay all of its debts, as and when they
      become due and payable;

            


    

     

    
      	
               
      

            	
              (b)

            	
              an
      administrator of the body corporate being appointed under the Corporations
      Act;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      body corporate or a subsidiary executing a deed of company arrangement
      otherwise than for the purpose of an amalgamation or
      reconstruction;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      entry by the body corporate into a scheme of arrangement or a composition
      with, or assignment for the benefit of, all or any class of its creditors,
      or a moratorium involving any of them, otherwise than for the purpose of
      an amalgamation or reconstruction;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      body corporate being insolvent within the meaning of section 95A(2) of the
      Corporations
      Act;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      body corporate being or stating that it is unable to pay its debts when
      they fall due;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      appointment of a receiver or receiver and manager in respect of the body
      corporate or any part of its property;
or

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      making of a winding up or dissolution order, or the passing of a
      resolution for winding up or dissolution, in respect of the body corporate
      except for the purposes of reconstruction or
  amalgamation.

            


    

     

    "Issue Date" means, in respect
of a Convertible Note, the date on which the Convertible Note is issued
(expected to be 16 May 2007).

     

    "Listing Rules" means at any
time the listing rules of the ASX in force at that time.

     

    "Material Adverse Effect" means
a material adverse effect on the ability of the Company to perform its
obligations under these Conditions or on the financial condition or business of
the Company.

     

    "Maturity Date" means, in
respect of a Convertible Note, 16 May, 2012.

     

    "Note Deed Poll" means the note
deed poll under which the notes are constituted.

     

    "Noteholder" means, in relation
to any Convertible Notes, the person registered in the Register as the holder of
those Convertible Notes.

     

    "Placement Letter" means that
certain letter to the Noteholders by the Company dated as of 28 March 2007 in
connection with the offering of the Convertible Notes.

     

    "Register" means the register
of Noteholders maintained by the Company under Condition 19.

     

    "Regulatory Authority" means
any of ASIC, ASX, the Takeovers Panel or any Government Agency, whether having
jurisdiction in Australia or elsewhere.

     

    "Securities" means Shares or a
right or option to acquire Shares in the Company.

     

    "Share" means a fully paid
ordinary share in the capital of the Company.

     

    "Subsidiary" and "Related Body Corporate" have
the meaning given to those terms by the Corporations Act.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    "Takeovers Panel" means the
Panel as defined by the Corporations Act.

     

    "Tax" means any taxes, duties,
fees, rates, charges and imposts of all kinds assessed, levied or imposed by the
Commonwealth, a state or any other government, regional, municipal or local
authority (Australian or overseas) and includes capital gains tax, fringe
benefits tax, income tax, withholding tax, prescribed payments tax,
superannuation guarantee charge, training guarantee levy, undistributed profits
tax, payroll tax, goods and services tax, group tax, land tax, import duty,
excise, stamp duty, municipal and water rates, interest on tax payments and
additional tax by way of penalty.

     

    "VWAP" means the volume
weighted average sale price of Shares sold on ASX calculated :

     

    
      	
               
      

            	
              (a)

            	
              including
      all on-market trades without condition codes and any trades with condition
      codes XT (Crossed Trade) and SH (Short Trade) ;
  but

            


    

     

    
      	
               
      

            	
              (b)

            	
              excluding
      any off-market trades, any trades with condition codes other than those
      condition codes referred to in paragraph (a) above or any trades that are
      subsequently cancelled.

            


    

     

    
      	
              2

            	
              The
      Notes

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Company acknowledges its indebtedness in respect of, and promises to pay
      all amounts due in relation to, each Convertible Note on the terms
      contained in the Note Deed Poll and these
  Conditions.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      Convertible Note has a face value of
$1.30.

            


    

     

    ("Face Value") as advised by the
Company in the Placement Letter.

     

    
      	
               
      

            	
              (c)

            	
              The
      Face Value must be paid in full by the Noteholder to the Company in
      cleared funds by the date specified in the Placement
    letter.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Company may issue Convertible Notes up to a total face value of
      AU$65,000,000 or such values as advised by the Company to Noteholders in
      the Placement Letter.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Every
      offer for issue, or invitation to apply for the issue, of the Convertible
      Notes within the Commonwealth of Australia must be one that does not need
      disclosure to investors under Part 6D.2 of the Corporations Act and is not
      made to a person who is a "retail client" within the meaning of section
      761G of the Corporations Act.

            


    

     

    
      	
              3

            	
              General
      Terms of Issue of Convertible Notes

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      Convertible Note:

            


    

     

    
      	
               
      

            	
              (i)

            	
              is
      Convertible in accordance with Condition
5;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              is
      redeemable in accordance with Condition
13;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              is
      interest bearing in accordance with Condition
4;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              is
      an unsecured obligation of the Company ranking equally with any other
      Convertible Notes and other unsecured creditors of the Company;
      and

            


    

     

    
      	
               
      

            	
              (v)

            	
              is
      only transferable in accordance with Condition
  7.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      a Convertible Note is redeemed by the Company or Converted then the
      Convertible Note is automatically cancelled and may not be
      re-issued.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Company will not apply for official quotation of the Convertible Notes on
      ASX or any other stock exchange.

            



      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (d)

            	
              Except
      as otherwise provided for in these Conditions, a Convertible Note does not
      give its Noteholder the right to participate in issues of new securities
      or capital reconstructions affecting the holders of
  Shares.

            


    

     

    
      	
              4

            	
              Interest

            


    

     

    An
interest of 4.00% p.a. is payable semi-annually on each 6 month and 12 month
anniversary of the Issue Date in arrears in respect of the Convertible Notes
based on a year of 365 days.

     

    
      	
              5

            	
              Conversion
      of Convertible Notes

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Noteholder may, at any time prior to 2.00pm AWST on the Maturity Date,
      elect to Convert some or all of its Convertible Notes by giving a
      Conversion Notice to the Company on receipt of which by the Company, those
      Convertible Notes will be deemed to Convert and such Conversion Notice
      once given is irrevocable.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Company may elect to Convert some or all of the Convertible Notes at any
      time when the daily VWAP for a period of 90 consecutive trading days is
      1.5 times the Face Value, provided that no Event of Default has occurred
      and is continuing.  The Company is required to give a Noteholder
      10 Business Days notice prior to converting all or any of the Convertible
      Notes under this Condition 5(b) and the Company must notify the Noteholder
      that the Conversion has occurred within 10 Business
  Days.

            


    

     

    
      	
               
      

            	
              (c)

            	
              On
      Conversion of all or any of the Convertible Notes pursuant to Conditions
      5(a) or 5(b), a Noteholder is entitled to be allotted the Conversion
      Number of Shares for each Convertible Note it holds that is
      Converted.  Where the total number of Shares that a Noteholder
      becomes entitled to on Conversion includes a fraction, that number will be
      rounded down to the next whole
number.

            


    

     

    
      	
               
      

            	
              (d)

            	
              A
      Convertible Note is not capable of Conversion in
  part.

            


    

     

    
      	
              6

            	
              Allotment
      and Ranking of Shares

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Company must issue the Shares that a Noteholder becomes entitled to under
      Condition 5(c) no later than 3 Business Days after the Conversion
      Date.  For the avoidance of doubt, the Noteholder for the
      purpose of any record date shall be deemed to own such Shares as at the
      Conversion Date.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Company will procure that a holding statement for any Shares is sent to
      the relevant Noteholders in accordance with the ASTC Settlement
      Rules.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Company will apply for the Shares issued on Conversion of Convertible
      Notes to be quoted on ASX as soon as practicable, and in any event within
      2 Business Days of the Allotment
Date.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Subject
      to the restrictions set out in Condition 7, Shares issued on Conversion
      will rank equally in all respects with the other Shares on issue at the
      Allotment Date.

            


    

     

    
      	
              7

            	
              Transferability

            


    

     

    Convertible
Notes and Shares issued under Condition 6 are transferable subject to the
following restrictions:

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to Condition 7(c), Convertible Notes and Shares issued under Condition 6
      must not be sold, transferred or offered for sale (and the holder must not
      grant, issue or transfer any interest in, or options or warrants over)
      ("Dealing"):

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      respect of Convertible Notes, within 12 months after their Issue Date;
      and

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              in
      respect of Shares issued under Condition 6, within 12 months after their
      Allotment Date.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Condition
      7(a) does not apply in respect of any Dealing where the Dealing (and offer
      of the Dealing) does not need disclosure to investors under Part 6D.2 of
      the Corporations Act due to one of the exceptions under section 708 (other
      than section 708(1)) of the Corporations Act or due to section 708A of the
      Corporations Act (including a Dealing in relation to Shares for which the
      Company has provided a Cleansing
Notice).

            


    

     

    
      	
               
      

            	
              (c)

            	
              Notwithstanding
      Condition 7(a) and 7(b), no Convertible Notes or Shares may be transferred
      to a person whose voting power for the purposes of Chapter 6 of the
      Corporations Act would increase above 20% upon the occurrence of such
      transfer (or upon the subsequent Conversion of the Convertible Notes
      subject to such transfer) unless Company shareholder approval is given to
      the transfer pursuant to item 7 of section 611 of the Corporations
      Act.

            


    

     

    
      	
               
      

            	
              (d)

            	
              In
      the event that the Company elects to Convert the Noteholders as per 5(b),
      the Company will issue a Cleansing Notice, promptly but in no event later
      than 3 Business Days of such Conversion, so that Condition 7(a) does not
      apply.

            


    

     

    
      	
              8

            	
              Adjustments
      for Bonus Issues and Rights Issues

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to Condition 8(b), if the Company makes a pro rata bonus issue or a rights
      issue of Securities to holders of Shares, the Conversion Number
      automatically adjusts in accordance with the following
      formula:

            


    

     

    

     

    where:

     

    New CN means the Conversion
Number that will apply after the application of this formula;

     

    Old CN means the Conversion
Number that applied immediately before the application of this
formula;

     

    P means the VWAP during the
period from the 1st Business Day after the announcement of the bonus or rights
issue to ASX up to and including the last Business Day of trading cum rights or
bonus issue;

     

    S means the number of Shares
on issue immediately before the issue of new Shares pursuant to the rights or
bonus issue of Securities;

     

    New S means the number of
Shares to be issued pursuant to the rights or bonus issue of Securities;
and

     

    SP means the subscription
price per Share for a rights issue and 0 for a bonus issue.

     

    
      	
               
      

            	
              (b)

            	
              No
      adjustment will be made if:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      component "SP" exceeds the component "P";
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      issue of Shares is made pursuant to a dividend reinvestment plan, bonus
      share plan, employee or executive share or option plan, or a share top up
      plan.

            


    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
              9

            	
              Adjustments
      for Off-Market Buy-Backs

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to Condition 9(b), if the Company undertakes an off-market buy-back of
      Shares, the Conversion Number automatically adjusts in accordance with the
      following formula:

            


    

     

    

     

    where:

     

    New CN means the Conversion
Number that will apply after the application of this formula;

     

    Old CN means the Conversion
Number that applied immediately before the application of this
formula;

     

    P means the VWAP during the 20
Business Days (including Business Days on which Shares are not traded on ASX)
before the announcement of the buy-back;

     

    S means the number of Shares
on issue immediately before the buy-back;

     

    BBS means the number of Shares
bought-back under the buy-back; and

     

    BBP means the buy-back price
per Share.

     

    
      	
               
      

            	
              (b)

            	
              No
      adjustment will be made if the component "BBP" is less than the component
      "P".

            


    

     

    
      	
              10

            	
              Adjustments
      for Returns Of Capital

            


    

     

    If the
Company makes a return of capital to the holders of Shares (other than by way of
a buy-back of Shares), the Conversion Number automatically adjusts in accordance
with the following formula:

     

    

     

    where:

     

    New CN means the Conversion
Number that will apply after the application of this formula;

     

    Old CN means the Conversion
Number that applied immediately before the application of this
formula;

     

    P means the VWAP during the
period from the first Business Day after the announcement of the return of
capital to ASX up to and including the last Business Day of trading cum the
return of capital;

     

    C means the amount of cash and
value of property distributed (as reasonably determined by the Board) to holders
of Shares per Share provided that C must not be less than 0.

     

    
      	
              11

            	
              Adjustments
      for Capital Reconstructions

            


    

     

    If Shares
are reconstructed, consolidated, divided or reclassified into a lesser or
greater number of securities:

     

    
      	
               
      

            	
              (a)

            	
              the
      Convertible Notes will be reconstructed, consolidated, divided or
      reclassified on the same basis in accordance with the Listing Rules as
      they apply to the Company; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Conversion Number will be adjusted as reasonably determined appropriate by
      the Board.

            


    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
              12

            	
              Discretion
      in Adjustments

            


    

     

    If the
Board determines in its reasonable opinion that the application of any of
Conditions 8 to 11 would affect the relative value of Convertible Notes and
Shares to the detriment to the Noteholders, the Board may:

     

    
      	
               
      

            	
              (a)

            	
              make
      any alterations to the Face Value of Convertible Notes or the Conversion
      Number; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              offer
      Noteholders the ability to participate in any distribution that they would
      have been entitled to as holders of Shares had their Convertible Notes
      been converted immediately prior to the date that holders of Shares were
      entitled to participate in the
distribution,

            


    

     

    where the
Board reasonably considers it appropriate or necessary to do so in order to
maintain the relative value of Convertible Notes and Shares.

     

    
      	
              13

            	
              Redemption

            


    

     

    
      	
               
      

            	
              (a)

            	
              Unless
      otherwise Converted by the Noteholder or the Company in accordance with
      Condition 5, the Company must redeem each Convertible Note on its Maturity
      Date (such redemption by the Company may only occur after 2pm AWST on the
      Maturity Date).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Other
      than pursuant to Condition 13(a) above, Condition 16 below, Condition 17
      (a) (ix) below or as otherwise agreed by the Company and the Noteholder in
      writing, the Company may not redeem the Convertible
  Notes.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Unless
      otherwise agreed by the Noteholder and the Company in writing, a
      Convertible Note is redeemed by the Company paying the Noteholder the Face
      Value of that Convertible Note, plus any accrued but unpaid interest, in
      Australian dollars by deposit into an account with an Australian bank or
      other financial institution nominated by the Noteholder or by cheque drawn
      in favour of the Noteholder and sent by pre-paid post to the address of
      the Noteholder recorded in the
Register.

            


    

     

    
      	
              14

            	
              Notices
      of, and Voting at, General Meetings

            


    

     

    
      	
               
      

            	
              (a)

            	
              Noteholders
      have the same right as holders of Shares to receive accounts, reports and
      notices of general meetings of the Company's shareholders and to attend
      those meetings.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Noteholders
      are not entitled to speak or vote at general meetings of the Company's
      shareholders except as provided for in the Corporations Act or the Listing
      Rules.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      a Noteholder holds Shares, nothing in this Condition 14 will prevent the
      Noteholder from speaking or voting at general meetings of the Company's
      shareholders in its capacity as
shareholder.

            


    

     

    
      	
              15

            	
              Representations
      and Warranties

            


    

     

    The
Company represents and warrants for the benefit of each Noteholder as at the
Issue Date that other than as disclosed in writing to the
Noteholders:

     

    
      	
               
      

            	
              (a)

            	
              the
      Company is a corporation validly existing under the laws of the place of
      its incorporation;

            


    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              the
      Company has full power and authority to issue Convertible Notes on these
      Conditions;

            


    

     

    
      	
               
      

            	
              (c)

            	
              no
      event has occurred and is continuing which constitutes an Event of Default
      or which with lapse of time or notice of other conditions would become an
      Event of Default;

            


    

     

    
      	
               
      

            	
              (d)

            	
              to
      the best of the Company's knowledge, information and belief no litigation,
      arbitration, Tax claim, dispute or administrative or other proceeding is
      current or pending or to its knowledge, threatened, which if adversely
      determined is likely to have a Material Adverse
  Effect;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Company has the corporate power to enter into and perform its obligations
      under the Note Deed Poll, these Conditions, the Convertible Notes, the
      Placement Letter and any related document (the "Transaction Documents")
      and to carry out the transactions contemplated by the Transaction
      Documents;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      Company has taken all necessary corporate action to authorise the entry
      into and performance of the Transaction Documents and to carry out the
      transactions contemplated by the Transaction
  Documents;

            


    

     

    
      	
               
      

            	
              (g)

            	
              neither
      the entry into nor performance by the Company of its obligations under the
      Transaction Documents nor any transaction contemplated under the
      Transaction Documents violates in any material respect any provision of
      any judgment binding on it, its constituent documents, any law or any
      document, agreement or other arrangement binding on it or its
      assets;

            


    

     

    
      	
               
      

            	
              (h)

            	
              as
      of the date hereof, the Company has the capital structure set out in
      Schedule 2;

            


    

     

    
      	
               
      

            	
              (i)

            	
              other
      than as set out in the prospectus released by the Company on March 31,
      2006 for its initial public offering, there is no obligation of the
      Company whether arising under any option or otherwise to issue any equity
      securities, shares, convertible notes, debentures or securities of any
      kind or nature whatsoever in the Company, and there are not agreements or
      arrangements that could call for the issue of, or grant to any person the
      right to call for the issue of, any shares or loan capital of the
      Company;

            


    

     

    
      	
               
      

            	
              (j)

            	
              upon
      the execution of the Transaction Documents by the Company and delivery of
      the same, the Transaction Documents will constitute the legal, valid and
      binding obligations of the Company enforceable against them in accordance
      with their respective terms;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      issued capital of the Company was duly and validly authorized and issued
      and is fully paid, and was issued in accordance with all applicable
      securities laws, rules and regulations, or pursuant to valid exemptions
      therefrom;

            


    

     

    
      	
               
      

            	
              (l)

            	
              the
      Company does not have any current or foreseeable obligation to issue
      further Shares or other such securities in the Company at this
      time;

            


    

     

    
      	
               
      

            	
              (m)

            	
              the
      Company is not in violation or default of any provision of (i) its
      organizational documents, (ii) any judgment, order, writ, decree or
      material contract to which it is a party or by which it is bound, or (iii)
      any provision of any local or foreign statute, rule or regulation
      applicable to the Company.  Neither the Company nor its
      Subsidiaries has received any written notice from any Regulatory Authority
      that they have committed any criminal, illegal or unlawful act or any
      violation of or default with respect to any ordinance, statute,
      regulation, order, decree or judgment of any court or government agency of
      relevant jurisdiction which, if committed by them may have an adverse
      effect on the Company or its Subsidiaries;
and

            


    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (n)

            	
              each
      of the Company and its Subsidiaries has all franchises, permits, licenses,
      and any similar authority necessary for the conduct of its respective
      business as now being conducted by it and the Company believes in good
      faith that the Company and its Subsidiaries can obtain any similar
      authority for the conduct of the business of each of the Company and its
      Subsidiaries as contained in releases to
ASX.

            


    

     

    
      	
              16

            	
              Events
      of Default and Early Repayment

            


    

     

    Each of
the following is an Event of Default (unless the Noteholder confirms otherwise
in writing):

     

    
      	
               
      

            	
              (a)

            	
              the
      Company fails to pay the Face Value or other amount when due pursuant to
      the terms of the Convertible Note Dr
otherwise;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Company fails to carry out any provision of these Conditions and the
      Company does not remedy that failure within 10 Business Days after the
      Noteholder gives written notice to the Company requiring it to be
      remedied;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      representations or warranties contained in these Conditions are found to
      have been false or misleading in any material respect when
      made;

            


    

     

    
      	
               
      

            	
              (d)

            	
              there
      is an Insolvency Event with respect to the
  Company;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      main business undertaking of the Company is sold or the Company is merged
      or consolidated with any other
entity;

            


    

     

    
      	
               
      

            	
              (f)

            	
              a
      final judgment or judgments for the payment of money aggregating in excess
      of $1,000,000 are rendered against the Company or any of its Subsidiaries
      and which judgments are not, within sixty (60) days after the entry
      thereof, bonded, discharged or stayed pending appeal, or are not
      discharged within sixty (60) days after the expiration of such stay;
      or

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Company is removed from the Official List of
  ASX.

            


    

     

    If an
Event of Default occurs and is continuing, then in any such event, and at any
time thereafter, the Noteholder may by written notice to the Company require the
Company to immediately redeem the Convertible Notes in accordance with Condition
13(c).

     

    No such
written notice is required from the Noteholder upon the occurrence of an Event
of Default specified in Condition 16(d).

     

    
      	
              17

            	
              Covenants
      by the Company

            


    

     

    
      	
               
      

            	
              (a)

            	
              For
      so long as the Convertible Notes are outstanding, the Company
      must:

            


    

     

    
      	
               
      

            	
              (i)

            	
              comply
      with these Conditions;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              maintain
      its corporate existence;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              not
      amend its Constitution or alter the voting or other rights attached to
      Shares in a manner that is prejudicial to the interests of
      Noteholders;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              not
      do or omit to do anything that would preclude the issue of a valid
      Cleansing Notice on the date such notice is required to be issued under
      these Conditions;

            


    

     

    
      	
               
      

            	
              (v)

            	
              make
      disclosure of material information to the public as required by the ASX
      Listing Rules and the Corporations
Act;

            



      
        
           


        

        
          14

          
            

          

        

        
           


        

      
 

    
      	
               
      

            	
              (vi)

            	
              not
      incur a total debt obligation (including any unconverted Convertible Notes
      outstanding at any given time) of higher than 2.5x its net worth (being
      paid up equity plus any retained earnings) without the prior consent of at
      least 75% of Noteholders (on the basis of one vote for every Convertible
      Note held unconverted).

            


    

     

    
      	
               
      

            	
              (vii)

            	
              not
      issue more than 25% of the Company's share capital in options or
      convertible notes, without the prior consent of at least 75% of
      Noteholders (on the basis of one vote for every Convertible Note held at
      such time unconverted).

            


    

     

    
      	
               
      

            	
              (viii)

            	
              maintain
      the capacity to issue sufficient Shares to enable the conversion of all of
      the outstanding Convertible Notes into Shares in accordance with the
      Conditions.

            


    

     

    
      	
               
      

            	
              (ix)

            	
              ensure
      that in the event of either material asset sales or consolidation or
      merger or other business combination transactions, that the Noteholders be
      given at least 5 Business Days notice prior to the event and that the
      obligation on the notes are assumed by the surviving entity or acquiring
      entity such that the value of the Notes are not diminished by the
      event.  In any case given such an event the Noteholders can
      require the surviving or acquiring company to redeemed the Outstanding
      Notes for their Face Value plus any accrued but unpaid
      interest.

            


    

     

    
      	
              18

            	
              Certificates

            


    

     

    
      	
               
      

            	
              (a)

            	
              Upon
      the Conversion of a Convertible Note or the redemption of a Convertible
      Note by the Company, the Noteholder must deliver to the Company the
      Convertible Note Certificate and the Company shall cancel the Convertible
      Note Certificate.  If the Conversion or redemption relates only
      to some of the Convertible Notes described in a Convertible Note
      Certificate, the Company will issue a further Convertible Note Certificate
      to the Noteholder in respect of the Convertible Notes not Converted or
      redeemed.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      a Convertible Note Certificate becomes worn out or defaced, on production
      and delivery of that Convertible Note Certificate to the Company, the
      Company will cancel it and issue a replacement Convertible Nate
      Certificate.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      a Convertible Note Certificate is lost or destroyed, then subject to the
      Noteholder providing proof of that toss or destruction and an indemnity
      satisfactory to the Company (at its expense), the Company will give a new
      Convertible Note Certificate to the person entitled to that lost or
      destroyed Convertible Note
Certificate.

            


    

     

    
      	
              19

            	
              Register

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Company must establish and maintain (or cause to be established and
      maintained) a register of Noteholders that
  records:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      names and addresses of all
Noteholders;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      number of Convertible Notes held by the
  Noteholder;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Face Value for each Convertible
Note;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      date of issue or transfer of the Convertible
  Notes;

            


    

     

    
      	
               
      

            	
              (v)

            	
              details
      of any redemption or Conversion of the Convertible Notes;
    and

            



      
        
           


        

        
          15

          
            

          

        

        
           


        

      
 

    
      	
               
      

            	
              (vi)

            	
              any
      other information the Company considers necessary or
      desirable.

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      Noteholder must give the Company notice in writing of any change of name
      or address or other details, provided that failure to give such notice
      shall not affect any of the Company's obligations under the Convertible
      Notes but provided further that in this event the Company shall be
      entitled to rely on the change of name or address or other details
      previously provided in accordance with this clause.  Notice of
      change of name or address must be accompanied by such evidence as the
      Company reasonably requires.  On receipt of the notice, the
      Company must alter the register of Noteholders
  accordingly.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      register of Noteholders maintained under this Condition, in the absence of
      manifest error, is conclusive of the details set out in Condition
      19(a).

            


    

     

    
      	
               
      

            	
              (d)

            	
              No
      notice of any trust or other interest in any Convertible Note will be
      entered in the Register and the Company will not be obliged to take notice
      of any other interest or claim to a Convertible Note, other than as
      provided in the Register, except as ordered by a court of competent
      jurisdiction or as required by law.

            


    

     

    
      	
              20

            	
              Amendment

            


    

     

    Subject
to complying with the Corporations Act and the Listing Rules, the Company may
without the consent or approval of Noteholders amend or add to these Conditions
if such amendment or addition is, in the reasonable opinion of the
Board:

     

    
      	
               
      

            	
              (a)

            	
              of
      a formal, minor or technical
nature;

            


    

     

    
      	
               
      

            	
              (b)

            	
              made
      to correct a manifest error; or

            


    

     

    
      	
               
      

            	
              (c)

            	
              not
      likely (taken as a whole with all other amendments or additions) to be
      disadvantageous or prejudicial to any individual Noteholder (relative to
      each other Noteholder) or to the interest of Noteholders as a
      whole.

            


    

     

    
      	
              21

            	
              Notices

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      notice, demand, consent or other communication to be made or given under
      these Conditions must be in writing and signed by a person duly authorised
      by the party giving it and shall be served either by delivery, by
      facsimile, by email or by pre-paid courier to the address of the party as
      specified in Condition 21 (c) or at such substituted address as may be
      advised by notice in writing from time to
time.

            


    

     

    
      	
               
      

            	
              (b)

            	
              All
      notices shall be deemed to be given when sent
  by:

            


    

     

    
      	
               
      

            	
              (i)

            	
              pre-paid
      courier or delivered in person, when
delivered;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              pre-paid
      post, 2 Business Days after the date of posting (if posted to an address
      in the same country) or 7 Business Days after the date of posting (if
      posted to an address in another country);
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              facsimile
      or email, on receipt by the
recipient,

            


    

     

    provided
that a notice deemed to be given on a day other than a Business Day or at a time
later than 4.00pm in the place at which the notice is given, will be deemed to
have been given at the commencement of business on the next Business Day in that
place.

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Notice
      under these Conditions must be given as
follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Company

            


    

    Mission
Biofuels Limited

    Attention:
Mr Peter Williams Company Secretary

    Level 8,
50 St Georges Terrace

    PERTH WA
6000

    Fax: +61
(08) 9218 9100

    Email:
peterwilliams@missionbiofuels.com

     

    
      	
               
      

            	
              (ii)

            	
              Noteholder

            


    

     

    The
address, fax number or email address set out in the Register.

     

    
      	
              22

            	
              Obligations
      of Noteholders

            


    

     

    Each
Convertible Note is issued on the condition that each Noteholder is bound by and
complies with the terms and conditions of the Note Deed Poll and these
Conditions.

     

    
      	
              23

            	
              Miscellaneous

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      these Conditions:

            


    

     

    
      	
               
      

            	
              (i)

            	
              reference
      to money or $ is to Australian dollars, unless otherwise
      stated;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      singular includes the plural and the plural includes the
      singular;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      use of one gender shall include all other
  genders;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              representations,
      agreements, covenants, obligations or warranties, by more than one person
      shall include those persons jointly and each of them
      severally;

            


    

     

    
      	
               
      

            	
              (v)

            	
              a
      party includes the party's executors, administrators, successors and
      permitted assigns

            


    

     

    
      	
               
      

            	
              (vi)

            	
              a
      person includes a body corporate;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              a
      statute, regulation or provision of a statute or regulation (Statutory Provision)
      includes:

            


    

     

    
      	
               
      

            	
              (A)

            	
              that
      Statutory Provision as amended or re-enacted from time to time;
      and

            


    

     

    
      	
               
      

            	
              (B)

            	
              a
      statute, regulation or provision enacted in replacement of that Statutory
      Provision;

            


    

     

    
      	
               
      

            	
              (viii)

            	
              "including"
      and similar expressions are not words of
  limitation;

            


    

     

    
      	
               
      

            	
              (ix)

            	
              where
      a word or expression is given a particular meaning, other parts of speech
      and grammatical forms of that word or expression have a corresponding
      meaning; and

            


    

     

    
      	
               
      

            	
              (x)

            	
              headings
      are for convenience only and do not form part of these Conditions or
      affect their interpretation.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      law of Western Australia governs these Conditions and the parties submit
      to the jurisdiction of the courts of Western Australia and the Federal
      Court of Australia.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      anything in these Conditions is unenforceable, illegal or void then it is
      severed and the rest of these Conditions remains in
  force.

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      an act must be done on a specified day which is not a Business Day, it
      must be done instead on the next Business
Day.

            


    

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              A
      provision of these Conditions must not be construed to the disadvantage of
      a party merely because that party was responsible for the preparation of
      these Conditions or the inclusion of the provision in these
      Conditions.

            


    

     

    
      	
               
      

            	
              (f)

            	
              These
      Conditions incorporate the entire understanding of the parties and
      supersede all previous arrangements and understandings, written and oral,
      between the parties in relation to these Conditions and the Convertible
      Notes.

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      Company shall bear the legal costs in connection with the preparation,
      registration and stamping of all documentation relating to the Convertible
      Notes.  However, the Company will not be responsible for, or
      bear, any Taxes that the Noteholder becomes liable for in respect of
      Convertible Notes or these Conditions or any legal costs incurred by the
      Noteholder with respect to obtaining advice on or negotiating and entering
      into the Transaction Documents.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Notwithstanding
      Condition 23(g), the Company will not be responsible for any stamp duties
      or similar Taxes payable in any jurisdiction in connection with any
      transfer, assignment or other dealing by a Noteholder in respect of its
      Convertible Notes.

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      Company may deduct any amount in respect of Tax it is required to deduct
      from any payment due to a Noteholder under these
    Conditions.

            


    

     

    
      	
               
      

            	
              (j)

            	
              Where
      a calculation is required under these Conditions, the calculation will be
      performed to 4 decimal places and will be, in the absence of manifest
      error, final and binding on the Company and each
    Noteholder.

            


    

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    Schedule
1 - Conversion Notice

     

    Notice
of conversion or redemption of CRP Note 

      

    

     

    
      
        	
                To:

              	
                Mission
      Biofuels Limited ACN 117 065
719

              


      

    

    ("Company")

     

    [Insert name of
Noteholder] ("Noteholder"), gives notice in
accordance with Condition 5(a) of the Conditions of Issue of Convertible Notes
to convert [insert number of
Convertible Notes to be converted] Convertible Notes held by it into
Shares.

     

    The
Noteholder applies for such number of Shares in the capital of the Company as is
equal to the number of ordinary shares that the Noteholder is entitled to upon
conversion, as calculated in accordance with Condition 5(c) of the Conditions of
Issue of Convertible Notes.

     

    The
Noteholder agrees to accept the Shares issued to it subject to the Constitution
and the restrictions on transfer set out in Condition 7 of the Conditions of
Issue of Convertible Notes.

     

    Words
used in this notice have the same meaning as in the Conditions of Issue of
Convertible Notes.

     

    Execution
by individual:


     

    Signed by
[insert
name] in the

    presence
of:

     

    
      
        
          
            
              
                	 
      	 
      	 
      
	
                        Signature
      of witness

                      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                        Name
      of witness (BLOCK LETTERS)

                      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                        Address
      of witness

                      	 
      	 
      


              

            

          

        

      

    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    Schedule
2 - Company's Capital Structure and Options 

      
  

    Mission Biofuels
Limited

    Capital
Structure

     

    
      
        
          
            
              
                
                  
                    	
                            Securities

                          	 	 	 
	
                            Ordinary
      Fully Paid

                          	 	 	46,940,000	 
	
                            Ordinary
      Fully Paid – Restricted

                          	 	 	44,060,000	 
	 
      	 	 	91,000,000	 
	 
      	 	 	 	 
	
                            Performance
      Fully Paid – Restricted

                          	 	 	14,000,000	 
	 
      	 	 	 	 
	
                            Options
      Expiring 31 January 2009

                          	 	 	5,250,000	 
	
                            Options
      Expiring 28 February 2009

                          	 	 	500,000	 
	 
      	 	 	5,750,000	 


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        20