Exhibit
10
  AMENDMENT
TO
 LOAN AND SECURITY
AGREEMENT
  THIS
AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is dated
and effective as of May 21, 2010, by and among The Wood Energy Group, Inc., a
Missouri corporation (the “Borrower”), whose
address is 2255 Glades Road, Suite 342-W, Boca Raton, Florida 33431, and FIFTH
THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third
Bank, a Michigan banking corporation, whose address is 222 South Riverside
Plaza, 32nd Floor,
Chicago, Illinois, 60606 (the “Bank”).
  RECITALS
  A.
              Borrower
      and the Bank entered into that certain Loan and Security Agreement dated
      as of September 4, 2009, pursuant to which the Bank agreed to make certain
      Revolving and Term Loans to Borrower (the “Loan
      Agreement”).
  B.
              Borrower
      has requested that the Bank increase the Revolving Loan Commitment, reduce
      the Capex Loan Commitment and adjust the retainage amount for purposes of
      advances on the Revolving Loan.
  C.
              The
      Bank is willing to increase the Revolving Loan Commitment, reduce the
      Capex Loan Commitment and adjust the retainage, subject to the amendments
      to the Loan Agreement set forth herein and execution of the Loan Documents
      attached hereto, and the other terms and conditions hereinafter set
      forth.
  NOW
THEREFORE, in consideration of the foregoing Recitals, and the mutual covenants
and agreements hereinafter set forth, the parties hereto agree as
follows:
  1.  1.         Defined
Terms.  Capitalized terms used herein and not otherwise defined
in this Amendment shall have the meanings specified for such terms in the Loan
Agreement and the Loan Documents identified therein and herein.  All
references herein to Articles and Sections shall mean the Articles and Sections
of the Loan Agreement.
  2.  2.         Amendments to Loan
Agreement.
  (a)           The
following definitions contained in Article 1 of the Loan Agreement are hereby
deleted and replaced in their entirety with the following:
  “Revolving Loan
Commitment” shall mean an amount equal to One Million and No/100 Dollars
($1,000,000.00).
  “Revolving Loan Maturity
Date” shall mean July 3, 2011.
  “Capex Loan
Commitment” shall mean an amount equal to One Million and No/100 Dollars
($1,000,000.00).
  
  “Capex Facility” shall
mean a Capex Loan in the principal amount of One Million and No/100 Dollars
($1,000,000.00), converting to a Term Loan, for the purpose of financing the
purchase of Equipment.
  “Working Capital
Facility” shall mean a facility encompassing Revolving Loans in the
principal amount of One Million and No/100 Dollars ($1,000,000.00) for the
purposes of financing working capital and other reasonable and appropriate
corporate purposes.
  (b)           The
following definition contained in Article 1 of the Loan Agreement is amended as
follows:
  The
following language is added to the last sentence of “Borrowing Base
Amount”:
  ...plus (iii) fifty
percent (50%) of the retainage held by Union Pacific Railroad Company (“UP”)
with respect to contracts by and between Borrower and UP, up to a maximum of
Five Hundred Thousand and No/100 Dollars ($500,000.00).
  (c)           The
second paragraph of Section 2.2(d) of the Loan Agreement is deleted and the
following paragraph is substituted in lieu thereof:
  If
Borrower has generated Excess Cash Flow during any calendar year that this
Agreement remains in effect (not including calendar year 2009), then
seventy-five percent (75%) of that Excess Cash Flow shall constitute a required
Mandatory Term Loan Prepayment, Borrower shall, without notice or demand of any
kind, pay to the Bank seventy-five percent (75%) of such Excess Cash Flow within
one hundred twenty (120) days after the end of each such calendar year, and such
amount shall be applied to the then-outstanding Term Loan balance.
  (d)           Section
9.7(b) of the Loan Agreement is deleted and the following paragraph is
substituted in lieu thereof:
  (b)
              as
      soon as available, and in any event, within forty-five (45) days following
      the end of each fiscal quarter, a copy of the financial statements of the
      Borrower regarding such fiscal quarter, including balance sheet, statement
      of income and retained earnings, statement of cash flows for the fiscal
      quarter then ended in the format and detail and such other information
      (including non-financial information) required by the Securities and
      Exchange Commission or as the Bank may request, in reasonable detail,
      prepared and certified as accurate by the Borrower;
  and
  3.          
 Certain
Documents.  Simultaneously with the execution and delivery of
this Amendment, Borrower shall deliver or cause to be delivered, to Bank the
following:
  (a)
              Substitute
      Revolving Note in the form attached hereto as Exhibit
  A-1;
  (b)
              Substitute
      Capex Note in the form attached hereto as Exhibit
  B-1;
  (c)
              Resolutions
      of the Board of Directors and/or Shareholders of the Borrower and
      Guarantor authorizing the execution of this Amendment and the Loan
      Documents;
  (d)
              Notice
      of Borrowing.
  2
  4.  4.         Amendment Consent
Fee. At Closing, Borrower shall pay to the Bank an Amendment Consent Fee
of Six Thousand Five Hundred Dollars ($6,500.00).
  5.  5.         Representations and
Warranties.  To induce Bank to enter into this Amendment,
Borrower hereby represents and warrants to Bank that the execution and delivery
of this Amendment and the Loan Documents described in Section 3 to which
Borrower is a party have been duly authorized by all necessary corporate action
on the part of Borrower, and that this Amendment and the Loan Documents to which
Borrower is a party have been duly executed and delivered by Borrower and
constitute legal and binding obligations of Borrower, enforceable against
Borrower in accordance with their terms.
  6.  6.         Reimbursement of
Expenses.  To further induce Bank to enter into this Amendment,
Borrower hereby agrees to pay, at closing, all costs and expenses reasonably
incurred by Bank (including, without limitation, reasonable attorneys’ fees and
disbursements) in connection with the preparation, negotiation, execution and
delivery of this Amendment and the Loan Documents contemplated hereby, including
all reasonable outstanding costs and expenses in connection to the Loan
Agreement or any proposed amendments thereto.
  7.  7.         Re-adoption.  Borrower
hereby remakes and readopts each and every covenant, representation and warranty
set forth in the Loan Agreement and the other Loan Documents (except for
representations which specifically relate to an earlier
date).  Borrower hereby represents and warrants to Bank that no Event
of Default has occurred and is continuing and no Unmatured Event of Default has
occurred and is continuing.
  8.  8.         No
Waiver.  Nothing contained in this Amendment shall be deemed to
constitute or shall be construed as a waiver of any rights, remedies or security
granted to Bank under the Loan Agreement, or any of the other Loan Documents
executed and delivered in connection therewith, or a waiver of or acquiescence
to any Event of Default.
  9.  9.         No Other
Modifications.  Except as expressly set forth herein, all of
the terms, covenants, agreements and conditions set forth in the Loan Agreement
shall remain unmodified and in full force and effect.  To the extent
any of such terms, covenants, agreements or conditions in any of the other Loan
Documents executed and delivered in connection with the Loan Agreement or this
Amendment may contradict or be in conflict with the Loan Agreement, as amended
hereby, such terms, covenants, agreements and conditions are hereby deemed
modified and amended accordingly, effective as of the date hereof, to reflect
the terms and conditions of the Loan Agreement, as amended hereby.
  10.  10.     Facsimile
Counterparts.  This Amendment may be executed by facsimile in
any number of counterparts and by the different parties hereto by facsimile on
separate counterparts and each such counterpart shall be deemed an original, but
all such counterparts shall constitute one and the same document.
  [The
rest of this page is intentionally blank.  The Parties’ signatures
appear on following page]
  3
  [Signature
Page For Amendment To Loan And Security Agreement]
  IN
WITNESS WHEREOF, the Borrower and the Bank have executed this Amendment to Loan
and Security Agreement as of the date first above written.
  THE
      WOOD ENERGY GROUP, INC., a Missouri corporationBy:Its:Agreed
      and accepted:FIFTH
      THIRD BANK,an
      Ohio banking corporation, successor bymerger
      with Fifth Third Bank,a
      Michigan banking corporation,By:Its:
  4
 
 EXHIBIT
A-1
  SUBSTITUTE REVOLVING
NOTE
  $1,000,000.00
              Chicago,
      IllinoisMay
      21, 2010
 
 FOR VALUE
RECEIVED, The Wood Energy Group, Inc., a Missouri corporation (“Maker”),
promises to pay to the order of Fifth Third Bank, an Ohio banking corporation,
successor by merger with Fifth Third Bank, a Michigan banking corporation
(“Bank”), at its offices at 222 South Riverside Plaza, 32nd Floor,
Chicago, Illinois 60606 or at such other place as the holder of this Note may
designate in writing to the Maker, on or before July 3, 2011, the principal sum
of One Million and 00/100 Dollars ($1,000,000.00), or, if less, the aggregate
amount of Revolving Loans with respect to the Working Capital Facility advanced
and unpaid pursuant to that certain Loan and Security Agreement dated as of
September 4, 2009, made by and between the Maker and the Bank, as amended by
that certain Amendment to Loan and Security Agreement, dated as of even date
herewith, and as the same may be further amended from time to time (the “Loan
Agreement”), the terms of which are incorporated by reference and made a part of
this Note as though fully set out herein.  Capitalized terms used and
not otherwise defined herein shall have the meanings ascribed to such terms in
the Loan Agreement.  The amount advanced and outstanding under the
Loan Agreement as shown on the books and records of the Bank shall be considered
correct and conclusively binding on the Maker absent manifest
error.
  The Maker
further promises to pay interest on the Revolving Loans as provided in the Loan
Agreement.  All payments received from the Maker hereunder shall be
applied by the Bank in accordance with the terms of the Loan
Agreement.
  This Note
and any renewals and extensions hereof, and any other Obligations of the
undersigned to the Holder hereof (the term “Holder” shall include the Bank and
any subsequent holder hereof) due or to become due, now existing or hereafter
contracted, and howsoever acquired by the Holder, are secured in the manner
described in the Loan Agreement.
  This Note
is issued under the Loan Agreement and this Note and the Holder are entitled to
all of the benefits provided for by the Loan Agreement or referred to therein,
to which Loan Agreement reference is made for a statement
thereof.  Pre-payments may be made hereon only at the times, in the
events and in the manner provided in the Loan Agreement.
  All
unpaid amounts owing on this Note or on any other Obligations immediately shall
become due and payable at the option of the Holder, without notice or demand,
upon the occurrence of any Event of Default.
  This Note
is issued in substitution for and in replacement of, but not in payment of, that
certain Revolving Note, dated September 4, 2009, in the original principal
amount of Five Hundred Thousand Dollars ($500,000.00), issued by Maker and
payable to the order of the Bank.
  
  In the
event of default in the payment of any sums due under this Note, the Maker
hereby agrees that the Bank may offset all money, bank or other deposits or
credits now or hereafter held by the Bank or owed by the Bank to Maker against
all amounts due under this Note or against any other amounts which may be due
the Bank from the Maker.
  No clause
or provision contained in this Note or any documents related hereto shall be
construed or shall so operate (a) to raise the interest rate set forth in this
Note above the lawful maximum, if any, in effect from time to time in the
applicable jurisdiction for loans to borrowers of the type, in the amount, for
the purposes, and otherwise of the kind contemplated, or (b) to require the
payment or the doing of any act contrary to law, but if any clause or provision
contained herein shall otherwise so operate to invalidate this Note, in whole or
in part, then (i) such clauses or provisions shall be deemed modified to the
extent necessary to be in compliance with the law, or (ii) to the extent not
possible, shall be deemed void as though not contained and the remainder of this
Note and such document shall remain operative and in full force and
effect.
  All
makers and any endorsers, guarantors, sureties, accommodation parties and all
other persons liable or to become liable for all or any part of this
indebtedness, jointly and severally waive diligence, presentment, protest and
demand, and also notice of protest, of demand, of nonpayment, of dishonor and of
maturity and also recourse or suretyship defenses generally; and they also
jointly and severally hereby consent to any and all renewals, extensions or
modifications of the terms of this Note, including time for payment, and further
agree that any such renewals, extension or modification of the terms of this
Note or the release or substitution of any security for the indebtedness under
this Note or any other indulgences shall not affect the liability of any of the
parties for the indebtedness evidenced by this Note.  Any such
renewals, extensions or modifications may be made without notice to any of said
parties.
  The Maker
shall be liable to the Holder for all reasonable costs and expenses incurred in
connection with collection, whether by suit or otherwise, of any amount due
under this Note, including, without limitation, attorneys’ fees, as more fully
set forth in the Loan Agreement.
  This Note
shall be governed by and construed in accordance with the laws of the State of
Illinois.
  The
      Wood Energy Group, Inc.By:Its:
  
  EXHIBIT
B-1
  SUBSTITUTE CAPEX
NOTE
  $1,000,000.00
              Chicago,
      IllinoisMay
      21, 2010
 
 FOR VALUE
RECEIVED, The Wood Energy Group, Inc., a Missouri corporation (“Maker”),
promises to pay to the order of Fifth Third Bank, an Ohio banking corporation,
successor by merger with Fifth Third Bank, a Michigan banking corporation
(“Bank”), at its offices at 222 South Riverside Plaza, 32nd Floor,
Chicago, Illinois 60606 or at such other place as the holder of this Note may
designate in writing to the Maker, on or before September 3, 2010, the principal
sum of One Million and 00/100 Dollars ($1,000,000.00), or, if less, the
aggregate amount of Capex Loans with respect to the Capex Facility advanced and
unpaid pursuant to that certain Loan and Security Agreement dated as of
September 4, 2009, made by and between the Maker and the Bank, as amended by
that certain Amendment to Loan and Security Agreement, dated as of even date
herewith and as the same may be further amended from time to time (the “Loan
Agreement”), the terms of which are incorporated by reference and made a part of
this Note as though fully set out herein.  Capitalized terms used and
not otherwise defined herein shall have the meanings ascribed to such terms in
the Loan Agreement.  The amount advanced and outstanding under the
Loan Agreement as shown on the books and records of the Bank shall be considered
correct and conclusively binding on the Maker absent manifest
error.
  The Maker
further promises to pay interest on the Capex Loans as provided in the Loan
Agreement.  All payments received from the Maker hereunder shall be
applied by the Bank in accordance with the terms of the Loan
Agreement.  Principal amounts repaid on the Capex Loans may not be
borrowed again.
  This Note
and any renewals and extensions hereof, and any other Obligations of the
undersigned to the Holder hereof (the term “Holder” shall include the Bank and
any subsequent holder hereof) due or to become due, now existing or hereafter
contracted, and howsoever acquired by the Holder, are secured in the manner
described in the Loan Agreement.
  This Note
is issued under the Loan Agreement and this Note and the Holder are entitled to
all of the benefits provided for by the Loan Agreement or referred to therein,
to which Loan Agreement reference is made for a statement
thereof.  Pre-payments may be made hereon only at the times, in the
events and in the manner provided in the Loan Agreement.
  All
unpaid amounts owing on this Note or on any other Obligations immediately shall
become due and payable at the option of the Holder, without notice or demand,
upon the occurrence of any Event of Default.
  This Note
is issued in substitution for and in replacement of, but not in payment of, that
certain Capex Note, dated September 4, 2009, in the original principal amount of
One Million Five Hundred Thousand Dollars ($1,500,000.00), issued by Maker and
payable to the order of the Bank.
  
  In the
event of default in the payment of any sums due under this Note, the Maker
hereby agrees that the Bank may offset all money, bank or other deposits or
credits now or hereafter held by the Bank or owed by the Bank to Maker against
all amounts due under this Note or against any other amounts which may be due
the Bank from the Maker.
  No clause
or provision contained in this Note or any documents related hereto shall be
construed or shall so operate (a) to raise the interest rate set forth in this
Note above the lawful maximum, if any, in effect from time to time in the
applicable jurisdiction for loans to borrowers of the type, in the amount, for
the purposes, and otherwise of the kind contemplated, or (b) to require the
payment or the doing of any act contrary to law, but if any clause or provision
contained herein shall otherwise so operate to invalidate this Note, in whole or
in part, then (i) such clauses or provisions shall be deemed modified to the
extent necessary to be in compliance with the law, or (ii) to the extent not
possible, shall be deemed void as though not contained and the remainder of this
Note and such document shall remain operative and in full force and
effect.
  All
makers and any endorsers, guarantors, sureties, accommodation parties and all
other persons liable or to become liable for all or any part of this
indebtedness, jointly and severally waive diligence, presentment, protest and
demand, and also notice of protest, of demand, of nonpayment, of dishonor and of
maturity and also recourse or suretyship defenses generally; and they also
jointly and severally hereby consent to any and all renewals, extensions or
modifications of the terms of this Note, including time for payment, and further
agree that any such renewals, extension or modification of the terms of this
Note or the release or substitution of any security for the indebtedness under
this Note or any other indulgences shall not affect the liability of any of the
parties for the indebtedness evidenced by this Note.  Any such
renewals, extensions or modifications may be made without notice to any of said
parties.
  The Maker
shall be liable to the Holder for all reasonable costs and expenses incurred in
connection with collection, whether by suit or otherwise, of any amount due
under this Note, including, without limitation, attorneys’ fees, as more fully
set forth in the Loan Agreement.
  This Note
shall be governed by and construed in accordance with the laws of the State of
Illinois.
  The
      Wood Energy Group, Inc.By:Its: