**Exhibit 10.1****TERM LOAN AND JOINDER AGREEMENT**     THIS TERM LOAN AND JOINDER AGREEMENT (this “ Agreement ”) is made and entered into asof the 20 th day of June, 2006 among APPLIED LNG TECHNOLOGIES USA, L.L.C ., a Delawarelimited liability company (“ Applied LNG ”), ARIZONA LNG, L.L.C., a Nevada limitedliability company (“ Arizona LNG ”), FLEET STAR, INC., a Delaware corporation (“ FleetStar ”), ALTERNATIVE FUELS TECHNOLOGIES, LLC, a Texas limited liability company (“Alternative Fuels ”), RENEWABLE ALTERNATIVE FUELS, LLC, a Delaware limited liabilitycompany (“ Renewable Alternative ”), APOLLO DRILLING, LLC, a Texas limited liabilitycompany (“ Apollo Drilling ”; Applied LNG, Arizona LNG, Fleet Star, Alternative Fuels,Renewable Alternative and Apollo Drilling are referred to herein individually as a “ Borrower” and collectively as the “ Borrowers ”), and FCC, LLC, d/b/a FIRST CAPITAL, a Floridalimited liability company (“ Lender ”) .**W I T N E S S E T H****:**     WHEREAS, each Borrower (other than Apollo Drilling) and Lender are parties to that certainLoan and Security Agreement dated as of April 14, 2006 (as amended, restated, modified orsupplemented from time to time, the “ Loan Agreement ”); and     WHEREAS, Parent has acquired a majority of the outstanding capital stock of SIAM IMPORTS,INC., a Nevada corporation (“ Siam ”); andWHEREAS, Siam owns 100% of the membership interests of Apollo Drilling; and     WHEREAS, Borrowers have requested that Apollo Drilling join the Loan Agreement as anadditional Borrower thereunder and that Lender make an additional term loan to Borrowers.     NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuableconsideration, the receipt and legal sufficiency of which are hereby acknowledged, the partieshereto hereby agree as follows:     1. Defined Terms . All capitalized terms used herein and not otherwise expressly defined herein shall have the respective meaningsgiven to such terms in the Loan Agreement.     2. Joinder of Apollo Drilling as a Borrower . The Loan Agreement is hereby amended to make Apollo Drilling an additional“Borrower” thereunder as if it were initially a party thereto. Apollo Drilling hereby acknowledgesand agrees that (a) it is familiar with the Loan Agreement and the other Loan Documents, and (b)from and after the date hereof, it is jointly and severally liable with each other Borrower for alloutstanding Obligations.     3. Grant of Security Interest by Apollo Drilling . Without limiting the generality of Section 2 above, Apollo Drilling hereby pledges,assigns and grants to Lender a lien on and security interest in all right, title and interest ofApollo Drilling in and to the Collateral (including, without limitation, all of its accounts,inventory, equipment (including all drilling rigs and related equipment), general intangibles,chattel paper, goods, instruments, investment property, letter-of-
 

 
credit rights, letters of credit and deposit accounts, as each of the foregoing terms are definedin the UCC, in each case whether now owned or existing or hereafter acquired or arising) assecurity for all of the Obligations.     4. Representations and Warranties .Borrowers hereby represent and warrant to Lender as follows: (a) The following information with respect to Apollo Drilling is true and correct:   Exact Legal Name: Apollo Drilling, LLCType of Organization: Limited Liability CompanyState of Organization: TexasOrganizational ID Number: 800611692  (b) The following information with respect to Siam is true and correct:   Exact Legal Name: Siam Imports, Inc.Type of Organization: CorporationState of Organization: NevadaOrganizational ID Number: C12599-2003      (c) The chief executive office of each of Siam andApollo Drilling is located at 3001 Knox Street, Suite 403, Dallas, Texas 75205 (the“Headquarters”), and Apollo Drilling has not had any other chief executive office other than theHeadquarters. The chief executive office of Siam was formerly located at 4252 Bonita Road, Bonita,California 91902. All assets of Siam are located at the Headquarters, and all assets of ApolloDrilling (other than the Rigs, as defined below) are located at the Headquarters. Two of the Rigsare located on the premises of MCT Drilling Operations, Inc. at 800 West Rock Creek Road, Norman,Oklahoma 73069, and the third Rig is located on the premises of Flying J Land 7 Cattle, Inc. at P.O. Box 8, Nowata, Oklahoma 74048. None of the Rigs is currently on lease to any third party.      (d) Apollo Drilling has good and marketable title toeach of the three drilling rigs described on **Exhibit A**attached hereto (each, a “Rig”). No suchRig is subject to any Lien other than the security interest in favor of Lender. Parent purchasedthe Rigs from MCT Drilling, Inc. and ReservoirEnergy Equipment in the ordinary course of businessand free and clear of all Liens. Parent contributed the Rigs to Apollo Drilling as a capitalcontribution free and clear of all Liens.      (e) Apollo Drilling is the sole subsidiary of Siam.Apollo Drilling has no subsidiaries. Siam owns 100% of the outstanding membership interests ofApollo Drilling. Parent owns 91.7% of the outstanding capital stock of Siam, and publicstockholders own the remaining 8.3% of the outstanding capital stock of Siam.Each of the foregoing representations and warranties shall be deemed to supplement therepresentations and warranties under the Loan Agreement. Each request for a Loan or otherfinancial accommodation by any Borrower will be deemed to be a reaffirmation of all of Borrowers’warranties and representations hereunder.
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     5. Additional Term Loan .      (a) In addition to the Term Loan, upon thesatisfaction of the conditions precedent specified below, Lender shall make a term loan toBorrowers in the principal amount of $1,000,000 (“ Term Loan B ”). Lender will disburseTerm Loan B by wire transfer in immediately available funds to such account as may be agreed uponby Borrowers and Lender. Term Loan B shall constitute part of the Obligations and shall be securedby all of the Collateral. All of the Collateral, including the assets of Apollo Drilling, shallsecure all of the Obligations. Any portion of Term Loan B which is repaid may not be reborrowed.      (b) Notwithstanding Item 9 of the Schedule to theLoan Agreement, Term Loan B shall bear interest at a rate per annum equal to the Prime Rate plus3.00 (computed on the basis of the actual number of days elapsed over a year of 360 days).      (c) Borrowers shall make interest payments withrespect to Term Loan B on the first day of each calendar month, commencing on July 1, 2006, andBorrowers shall make a payment of all outstanding principal plus accrued interest with respect toTerm Loan B on the earlier of (i) December 20, 2006, and (ii) the termination of the LoanAgreement.      (d) Borrowers shall have the right to prepay TermLoan B in whole or in part from time to time without penalty. Each partial prepayment of Term LoanB shall be in a principal amount equal to $10,000 or any integral multiple thereof.      (e) Borrowers shall be obligated to repay Term LoanB in full upon (i) termination of the Loan Agreement, and (ii) any acceleration of the maturity ofTerm Loan B or the facility for Revolving Loans contemplated by the Loan Agreement. Additionally,Borrowers shall be required to repay Term Loan B to the extent of any proceeds from any sale orother disposition of any Rig or any other Equipment of Apollo Drilling (it being understood thatthis clause (ii) shall not be construed to permit any Borrower to sell or otherwise dispose of anyEquipment without Lender’s prior written consent), in each case within two Business Days of thereceipt thereof. Additionally, i f at any time for any reason, the outstanding principal balanceof Term Loan B exceeds an amount equal to 65% of the orderly liquidation value of the Rigs, net ofanticipated liquidation costs and expenses, including reasonable attorneys’ fees (which net orderlyliquidation value shall be determined based on the most recent appraisal obtained by Lender), onwhich Lender has a perfected, first-priority security interest subject to no other Lien, Borrowerswill immediately, without notice or demand, repay Term Loan B in an amount equal to such excess.     6. Leases of Rigs . Borrowers shallnot lease or rent any Rig without Lender’s prior written consent, which shall not be unreasonablywithheld. Without limiting the right of Lender to deny such consent, Borrowers shall not beentitled to lease or rent any Rig without complying with the following requirements:
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      (a) Borrowers shall provide the original of thelease or rental agreement and all related agreements, documents and instruments with respectthereto (collectively, a “Lease”) to Lender for its review, together with such other information asLender may request with respect thereto (including financial information with respect to theproposed lessee (each, a “Lessee”)). Lender shall retain the original of each Lease in itspossession and control.      (b) Each Lessee shall execute and deliver to Lendersuch documentation as Lender may reasonably request, including, without limitation: (i) anacknowledgment of Lender’s security interest in the applicable Rig, (ii) an agreement that Lendermay repossess such Rig from such Lessee while a Default exists under the Loan Agreement, regardlessof whether or not such Lessee is in compliance with the applicable Lease, (iii) an agreement thatLender may have reasonable access to such Rig from time to time for purposes of inspections,examinations and appraisals, (iv) an agreement that such Lessee shall provide to Lender suchinformation regarding the applicable Rig as Lender may reasonably request from time to time, and(v) an agreement from such Lessee that it shall, from and after demand by Lender therefor, pay allamounts due under the applicable Lease directly to Lender for application to the Obligations.      (c) Apollo Drilling, as secured party, shall causea UCC financing statement to be recorded in the appropriate jurisdiction which names the applicableLessee as the debtor thereunder and describes the applicable Rig as the collateral thereunder.      (d) Borrowers shall provide evidence satisfactory toLender that the applicable Rig is subject to insurance coverage under policies owned by Borrowersof such types and amounts as Lender may require and that the lease of such Rig does not invalidateany such policy.     7. Power of Attorney . Withoutlimiting the generality of anything contained in the Loan Agreement, e ach Borrower hereby appointsand constitutes Lender as such Borrower’s attorney-in-fact, while a Default exists, to exercise allof such Borrower’s rights and remedies under any Lease. All acts of said attorney-in-fact arehereby authorized, ratified and approved, and said attorney-in-fact will not be liable for anyerrors or mistake of fact or law. This power, being coupled with an interest, is irrevocable whileany of the Obligations remain unpaid or Lender has any commitment to Borrowers under the LoanAgreement or otherwise.     8. Conditions Precedent to Term Loan B. The effectiveness of the obligation of Lender to advance Term Loan B to Borrowers isconditioned upon the satisfaction of the following conditions precedent, in each case in a mannerand pursuant to documentation in form, substance and effect satisfactory to Lender in its solediscretion:      (a) Lender’s receipt of a duly executedoriginal of this Agreement from Borrowers and Guarantors;      (b) Lender’s receipt of a duly executedguaranty by Siam and each other Guarantor;
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      (c) Lender’s receipt of evidencesatisfactory to Lender that Lender has a perfected, first-priority security interest in theassets of Apollo Drilling and Siam, subject to no other Liens;      (d) Lender’s receipt of evidencesatisfactory to Lender that all of the Collateral of Apollo Drilling is covered byinsurance of types and amounts satisfactory to Lender; and      (e) such other instruments, documents,agreements, certificates, opinions of counsel, appraisals, acknowledgments and other itemsas Lender may request or require in its discretion.     9. Cross Default . This Agreement andeach guaranty, pledge agreement and each other agreement, document and instrument executed and/ordelivered in connection herewith shall constitute a Loan Document. Any default or event of defaultor any breach of any representation, warranty, covenant or agreement by any Borrower hereunder orany such other agreement executed and/or delivered in connection herewith shall constitute aDefault under the Loan Agreement and the other Loan Documents.     10. Restatement of Representations andWarranties . Borrowers hereby restate, ratify and reaffirm each and every term, conditionrepresentation and warranty heretofore made by them under or in connection with the execution anddelivery of the Loan Agreement, as amended hereby, and the other Loan Documents, as fully as thoughsuch representations and warranties had been made on the date hereof and with specific reference tothis Agreement and the Loan Documents.     11. Reaffirmation of Loan Agreement . EachBorrower hereby acknowledges and agrees that, except as expressly set forth herein, the LoanAgreement remains in full force and effect as originally written and constitutes the legal, valid,binding and enforceable obligation of Borrowers to Lender.     12. Closing Fee and Other Fees, Costs andExpenses . In consideration of the accommodations made by Lender hereunder, Borrowers jointlyand severally agree to pay to Lender (a) on the date hereof a closing fee in the amount of $10,000,and (b) on demand all costs and expenses of Lender in connection with the preparation, execution,delivery and enforcement of this Agreement and the other Loan Documents and any other transactionscontemplated hereby and thereby, including, without limitation, the fees and out-of-pocket expensesof legal counsel to Lender.     13. No Default . To induce Lender to enterinto this Agreement, Borrowers hereby represent and warrant that, as of the date hereof, and aftergiving effect to the terms hereof, there exists no Default under the Loan Agreement or any of theother Loan Documents.     14. Counterparts . This Agreement may beexecuted in any number of counterparts and by different parties hereto in separate counterparts,each of which, when so executed and delivered, shall be deemed to be an original and all of whichcounterparts, taken together, shall constitute but one and the same instrument.
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     15. Successors and Assigns . This Agreementshall be binding upon and inure to the benefit of the successors and permitted assigns of theparties hereto.     16. Governing Law . This Agreement shall begoverned by, and construed in accordance with, the laws of the State of Oklahoma, other than itslaws respecting choice of law.[SIGNATURES ON NEXT PAGE]
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     IN WITNESS WHEREOF, Borrowers and Lender have caused this Agreement to be duly executed as ofthe date first above written.      APPLIED LNG TECHNOLOGIES USA, L.L.C.