LOAN AGREEMENT


         THIS LOAN  AGREEMENT  (this  "Agreement"),  is  executed as of June 12,
2006, by and among Momentum Biofuels, Inc., a Texas corporation (the "Company"),
and  The  Elevation  Fund,  LLC,  a  Delaware  limited  liability  company  (the
"Lender").

         WHEREAS,  the  Company  is  preparing  to  conduct a private  placement
offering  (the "Private  Placement")  simultaneously  with a reverse  triangular
merger (the  "Merger")  with and into a  wholly-owned  subsidiary  of a publicly
traded company (the "Public  Company  Parent")  whereby the Company will survive
such Merger;

         WHEREAS, in order to fund the Company's  operations until such Offering
and Merger are  completed,  the Company wishes to borrow up to $500,000 from the
Lender as a short term bridge loan; and

         WHEREAS,  the Lender is willing to provide such  financing on terms and
conditions as set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency  of which are  hereby  acknowledged,  the  Company  and the  Lender,
intending to be legally bound, agree as follows:

                                   ARTICLE 1
                                   DEFINITIONS

     1.1 Defined terms.  Certain  capitalized terms used in this Agreement shall
have the specific meanings defined below:

         "Additional  Loan  Closing  Date"  shall  mean the date upon  which the
Additional Loan is made to the Company.

         "Business Day" shall mean a day other than a Saturday, Sunday, or other
day on which commercial banks are authorized or required by law to close.

         "Excluded  Securities"  shall mean (i) securities  issued in connection
with the  Private  Placement;  (ii)  securities  issued upon  conversion  of any
securities  outstanding  on the  closing  date of the Merger;  (iii)  securities
issued  pursuant to the acquisition of another  business or business  segment of
any  such  entity  by  the  Public  Company   Parent  by  merger,   purchase  of
substantially all the assets or other reorganization  whereby the Public Company
Parent  will own more  than  fifty  percent  (50%) of the  voting  power of such
business entity or business segment of any such entity;  (iv) securities  issued
to employees, consultants, officers, directors or advisors of the Public Company
Parent  pursuant  to any stock  option,  stock  purchase  or stock  bonus  plan,
agreement  or  arrangement  approved  by the Board of  Directors  of the  Public
Company  Parent;  (v)  securities  issued in  connection  with  obtaining  lease
financing,  whether  issued to a lender,  lessor,  guarantor or other person and
approved by the Board of Directors of the Public Company Parent; (vi) securities
issued to leasing companies, landlords and other providers of goods and services



<PAGE>



to the Company and approved by the Board of Directors;  (vii) securities  issued
in connection with any stock split,  stock dividend or  recapitalization  of the
Public Company  Parent;  (viii)  securities  issued in connection with strategic
transactions  involving the Public Company Parent and other entities,  including
(A) joint ventures, manufacturing, marketing or distribution arrangements or (B)
technology  license,  transfer or development  arrangements;  provided that such
strategic transactions and the issuance of shares therein, have been approved by
the Board of Directors of the Public Company Parent; and (ix) any right,  option
or warrant to acquire any security  convertible into the securities  pursuant to
subsections (i) through (viii) above.

         "Initial  Loan Closing Date" shall mean the date upon which the Initial
Loan is made to the Company.

         "Interest Rate" shall mean the highest prime rate of interest per annum
published  in the Money Rate  Table of the  Western  Edition of The Wall  Street
Journal,  as  adjusted  on a daily  basis,  plus five  percent  (5%) per  annum,
compounded annually.

                                   ARTICLE 2
                                    THE LOAN

     2.1 Initial Loan.  According to the terms and subject to the  conditions of
this Agreement,  the Lender shall make a two-installment  loan to the Company on
the Initial Loan Closing Date in the amount of $250,000  (the  "Initial  Loan"),
any may advance an additional  Loan, at the Lender's  option and accordance with
the terms set forth in Section 2.2, in the amount of $250,000  (the  "Additional
Loan") (the Initial Loan and the  Additional  Loan, if any, shall be referred to
collectively as the "Loan"). The Initial Loan shall be evidenced by a promissory
note in the form attached hereto as Exhibit A ("Note"),  duly executed on behalf
of the Company and dated as of the Initial Loan Closing Date.

     2.2  Additional  Loan.  Provided  there is no Event of  Default  under this
Agreement,  the  Company  may  notify the Lender in writing at any time after 30
days from the Initial Loan  Closing  Date that the Company  wishes to borrow the
Additional  Loan. The Lender shall have the sole option of making the Additional
Loan. The Additional  Loan shall be evidenced by a Note, duly executed on behalf
of the Company and dated as of the Additional Loan Closing Date.

     2.3 Interest.  The Loan shall bear interest  ("Interest")  from the date of
payment by the Lender until the Maturity Date at the Interest  Rate  (calculated
on the basis of the  actual  number of days  elapsed  over a year of 360  days).
Interest  is payable by the  Company on a monthly  basis in arrears on the first
Business Day of the month. Notwithstanding anything to the contrary, in no event
shall the  Interest  Rate be less than 10.75% per annum,  nor shall the Interest
Rate be adjusted to exceed the maximum amount permitted by applicable law.

     2.4 Prepayment of the Loan. The Company may from time to time prepay all or
any  portion of the Loan  without  premium or penalty of any type.  The  Company
shall give the Lender at least three  Business Day prior  written  notice of its
intention  to prepay  the Loan,  specifying  the date of  payment  and the total
amount of the Loan to be paid on such date.



<PAGE>





     2.5 Maturity Date. Unless the Loan is earlier  accelerated  pursuant to the
terms hereof, the Loan and all accrued Interest thereon shall be due and payable
in full on the  earlier of (a) the date that is 90 days  following  the  Initial
Loan Closing  Date or (b) the closing date of the Merger.  In the event that the
Merger is not  consummated  within 90 days after the Initial Loan Closing  Date,
the Lender may, at the Lender's  option,  extend the Maturity Date on such terms
and conditions as determined by the Lender in its sole discretion.

     2.6 Fees. The Company shall pay a fee (the "Origination Fee") to the Lender
on the Closing Date in the amount of $10,000.  Such amount shall be fully earned
by the Lender when paid,  and shall not be  refundable  to the Company under any
circumstances.

                                   ARTICLE 3
                        CONDITIONS PRECEDENT TO THE LOAN

     3.1  Conditions  on the Initial Loan Closing  Date.  The  obligation of the
Lender to make the Initial Loan  pursuant to Section 2.1 shall be subject to the
satisfaction,  on or before the Initial Loan Closing Date, of the conditions set
forth in this Section.  If the  conditions set forth in this Section are not met
on or  prior  to the  Initial  Loan  Closing  Date,  the  Lender  shall  have no
obligation to make the Initial Loan.

     (a) The Company  shall have duly  executed and  delivered to the Lender the
Note representing the Initial Loan.

     (b) The Company shall have duly authorized,  executed, and delivered to the
Lender a  security  agreement  in the form  attached  hereto  as  Exhibit B (the
"Security  Agreement")  to secure the  repayment  of the Loan and  granting  the
Lender a continuing  security  interest in all presently  existing and hereafter
acquired  assets and  property of the Company of  whatever  nature and  wherever
located  (except for any such assets for which, by the terms of any agreement in
existence  on the date  hereof,  does not  permit  the  granting  of a  security
interest,  in which case the Company  shall grant to the Lender in the  Security
Agreement a security  interest in all proceeds received by the Company generated
by such  assets),  which  such  Security  Interest  shall be senior to all other
security  interests  or  encumbrances  against  the assets and  property  of the
Company, with the exception of the Consignment Agreement between the Company and
Itochu International, Inc.

     (c) The Company shall have delivered to the Lender a duly executed  opinion
of counsel to the Company in form and  substance  reasonably  acceptable  to the
Lender.

     (d) The Lender  shall have  received on or before the Initial  Loan Closing
Date an Officer's Certificate in the form attached hereto as Exhibit C, dated as
of the Initial Loan Closing Date.



<PAGE>





     3.2 Conditions on the  Additional  Loan Closing Date. The obligation of the
Lender to make the  Additional  Loan pursuant to Section 2.2 shall be subject to
the  satisfaction,  on or before  the date on which  such  Loan is made,  of the
conditions  set  forth in this  Section.  If the  conditions  set  forth in this
Section  are  not met on or  prior  to  such  date,  the  Lender  shall  have no
obligation to make the Additional Loan.

     (a) The Company  shall have duly  executed and  delivered to the Lender the
Note representing the Additional Loan.

     (b) The Company shall have delivered to the Lender a duly executed  opinion
of counsel to the Company in form and  substance  reasonably  acceptable  to the
Lender.

     (c) The Lender shall have received on or before the Additional Loan Closing
Date an Officer's Certificate in the form attached hereto as Exhibit C, dated as
of the Additional Loan Closing Date.

                                   ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

     4.1 Due Incorporation and Good Standing.  The Company is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware,  with full and adequate  power to carry on and conduct its business as
presently  conducted,   and  is  duly  licensed  or  qualified  in  all  foreign
jurisdictions  wherein  the  failure  to  be  so  qualified  or  licensed  would
reasonably be expected to have a material  adverse effect on the business of the
Company.

     4.2 Due  Authorization.  The Company has full right, power and authority to
enter into this  Agreement,  to make the  borrowings  hereunder  and execute and
deliver  the Note as  provided  herein  and to  perform  all of its  duties  and
obligations  under this  Agreement  and the Note.  The execution and delivery of
this  Agreement  will not, nor will the  observance or performance of any of the
matters  and things  herein or  therein  set forth,  violate or  contravene  any
provision of law or the Company's  bylaws or certificate of  incorporation.  All
necessary and appropriate  corporate  action on the part of the Company has been
taken to authorize  the execution  and delivery of this  Agreement.  Within five
days of the execution of this Agreement,  the Company will deliver to the Lender
a copy of the  minutes  of the  meeting  of the  Company's  Board  of  Directors
authorizing the Company to enter into this Agreement,  to make the borrowings as
provided  herein,  and to perform all of its duties and  obligations  under this
Agreement.

     4.3 Enforceability.  This Agreement has been validly executed and delivered
by the Company and constitutes the legal,  valid and binding  obligations of the
Company enforceable against it in accordance with its respective terms,  subject
to applicable bankruptcy, insolvency, reorganization or similar laws relating to
or affecting the enforcement of creditors'  right and to the availability of the
remedy of specific performance.



<PAGE>





     4.4 Capitalization.  All of the Company's authorized and outstanding equity
securities  (including  securities   convertible  into  equity  securities)  are
identified on Schedule A attached hereto. Other than as set forth on Schedule A,
there are no  outstanding  shares of capital  stock or any options,  warrants or
other preemptive  rights,  rights of first refusal or similar rights to purchase
equity securities of the Company.

     4.5 Subsidiaries.  The Company owns no securities of any other entity, and,
except as set forth in this  Section  4.5,  there are no  outstanding  shares of
capital stock or any options,  warrants or other  preemptive  rights,  rights of
first  refusal or similar  rights to  purchase  equity  securities  of any other
entity.

     4.6  Compliance  with Laws.  The nature and  transaction  of the  Company's
business and  operations  and the use of its  properties  and assets do not, and
during the term of this  Agreement  shall not,  violate or conflict  with in any
material respect any applicable law,  statute,  ordinance,  rule,  regulation or
order of any kind or nature.

     4.7 Absence of Conflicts.  The execution,  delivery and  performance by the
Company of this Agreement,  and the  transactions  contemplated  hereby,  do not
constitute  a breach or  default,  or require  consents  under,  any  agreement,
permit,  contract or other  instrument  to which the  Company is a party,  or by
which the  Company  is bound or to which any of the  assets  of the  Company  is
subject, or any judgment,  order, writ, decree,  authorization,  license,  rule,
regulation, or statute to which the Company is subject, and, except as set forth
in the Security Agreement,  will not result in the creation of any lien upon any
of the assets of the Company.

     4.8 Litigation and Taxes. There is no litigation or governmental proceeding
pending, or to the best knowledge of the Company after due inquiry,  threatened,
against the Company.  The Company has duly filed all applicable  income or other
tax returns and has paid all material  income or other taxes when due.  There is
no  controversy  or objection  pending,  or to the best knowledge of the Company
after due inquiry, threatened in respect of any tax returns of the Company.

     4.9 No Omissions or Misstatements. None of the information included in this
Agreement,  other  documents or information  furnished or to be furnished by the
Company,  or any of its  representations,  contains  any untrue  statement  of a
material  fact or is  misleading  in any material  respect or omits to state any
material fact. Copies of all documents referred to in herein have been delivered
or made available to the Lender and constitute  true and complete copies thereof
and include all amendments, schedules, appendices,  supplements or modifications
thereto or waivers thereunder.



<PAGE>





                                   ARTICLE 5
                                    COVENANTS

     5.1 Negative  Covenants of the Company.  The Company  covenants  and agrees
that,  from the Initial Loan Closing Date until the Maturity  Date (and,  in any
event,  during such time as any portion of the Loan or any  Interest  thereon is
outstanding), without the consent of the Lender, the Company will not:

     (a) create,  incur,  assume or suffer to exist any indebtedness  that is in
any way senior or superior to this  Agreement  or the  indebtedness  represented
hereby;

     (b)  except for the  Merger,  merge or  consolidate  with or into any other
corporation or sell or otherwise convey 25% or more of its assets;

     (c) in a single  transaction  or series of related  transactions,  effect a
significant  acquisition  of any  business or entity  (for  purposes  hereof,  a
"significant" acquisition shall be determined in accordance with Instructions 2,
3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission);

     (d) engage in any business other than the business conducted by the Company
on the Initial Loan Closing Date;

     (e) declare,  set aside or pay any dividend or other distribution on any of
its capital stock;

     (f) engage in any  transaction  with any Affiliate (as such term is defined
in Rule  501(b)  of the  Securities  Act of 1933,  as  amended)  on  terms  less
favorable to the Company than could be obtained from an unrelated party; or

     (g) amend its  Certificate  of  Incorporation  or Bylaws in any manner that
adversely affects the rights associated with this Agreement, the Common Stock or
the Warrant.

                  The  Company  will give  notice to the  Lender of any  default
under any  provisions  of this  Agreement  within three  business days after the
discovery by the Company of such default.

     5.2 Affirmative  Covenants of the Company. The Company covenants and agrees
that,  from the Initial Loan Closing Date until the Maturity  Date (and,  in any
event,  during such time as any portion of the Loan or any  Interest  thereon is
outstanding), the Company shall:

     (a) operate its  business  only in the  ordinary  course and  maintain  its
properties and assets in good repair, working order and condition;

     (b) cause to be done all things reasonably necessary to maintain,  preserve
and renew its corporate existence and all material licenses,  authorizations and
permits necessary to the conduct of its businesses;



<PAGE>





     (c)  comply  with  all  applicable  laws,  rules  and  regulations  of  all
governmental authorities, the violation of which could reasonably be expected to
have a material adverse effect on its business, properties or prospects;

     (d) deliver to the Lender within 10 days after the end of each fiscal month
and within 30 days of the end of each  fiscal  quarter,  unaudited  consolidated
financial statements  (including balance sheets,  statements of income and loss,
statements  of  cash  flow  and  statements  of  shareholders'  equity)  all  in
reasonable  detail,  fairly presenting the financial position and the results of
operations of the Company as of the end of and through such periods, prepared in
accordance with generally accepted accounting  principles,  consistently applied
in the United States and consistent with past practice;

     (e) deliver to the Lender the Company's audited annual financial statements
and the Company's annual budget,  and allow the Lender  reasonable access during
normal business hours to visit the Company and inspect the financial  records of
the Company; and

     (f) provide the Lender with at least 10 days' written notice of any meeting
of the Board of  Directors  of the Company and permit the Lender to designate an
individual to attend such  meeting,  including any  adjournment  thereof,  as an
observer. In addition,  the Lender's designee shall receive all written material
disseminated  to the Board of  Directors  in advance,  during or  following  any
meeting,  whether or not the designee was in attendance.  The Lender's  designee
shall  receive the same  compensation  as is paid to the members of the Board of
Directors in connection with such designee's attendance of meetings of the Board
of Directors.

                                   ARTICLE 6
                                     DEFAULT

     6.1 Events of Default.  The occurrence of any of the following events (each
an "Event of Default"),  not cured in the applicable cure period,  if any, shall
constitute and Event of Default of the Company:

     (a) a breach of any representation,  warranty,  covenant or other provision
of this  Agreement,  the Note, or the Security  Agreement,  which, if capable of
being  cured,  is not cured within three days  following  notice  thereof to the
Company;

     (b) the failure to make when due any payment described in this Agreement or
the Note,  whether on or after the Maturity Date, by  acceleration or otherwise;
and

     (c) (i) the  application for the appointment of a receiver or custodian for
the  Company  or the  property  of the  Company,  (ii) the entry of an order for
relief  or the  filing  of a  petition  by or  against  the  Company  under  the
provisions of any  bankruptcy or insolvency  law,  (iii) any  assignment for the
benefit of  creditors  by or against the  Company,  or (iv) the Company  becomes
insolvent.



<PAGE>





     6.2 Effect of Default.  Upon the occurrence of any Event of Default that is
not cured within any applicable  cure period,  the Lender may elect,  by written
notice  delivered to the Company,  to take any or all of the following  actions:
(i) declare this Agreement terminated and the outstanding amounts under the Note
to be forthwith due and payable, whereupon the entire unpaid Loan, together with
accrued and unpaid Interest thereon,  and all other cash obligations  hereunder,
shall become forthwith due and payable, without presentment,  demand, protest or
any other notice of any kind,  all of which are hereby  expressly  waived by the
Company,  anything  contained  herein  or in  any of the  Note  to the  contrary
notwithstanding, and (ii) exercise any and all other remedies provided hereunder
or  available at law or in equity upon the  occurrence  and  continuation  of an
Event of Default.  In addition,  during the  occurrence of any Event of Default,
the Company shall not pay make any payment on any other outstanding indebtedness
of the Company (other than  indebtedness  of the Company to which the Lender has
agreed in writing to subordinate this Agreement and the Note hereunder).

                                   ARTICLE 7
                                     WARRANT

         7.1 Issuance of Warrant. On the closing date of the Merger, the Company
shall cause the Public Company  Parent,  by including a condition to the closing
of the Merger in the  merger  agreement,  to issue to the Lender a Common  Stock
Purchase  Warrant (the  "Warrant") in the form attached hereto as Exhibit D. The
Warrant shall be immediately convertible into common stock of the Public Company
Parent on a five-to-one  basis  proportionate  to the Loan amount (e.g.,  if the
Loan amount is $500,000,  the Lender shall receive a Warrant to purchase 100,000
shares of common stock) and the exercise  price of the Warrant shall be equal to
a 0%  discount  from the price per share of the  securities  sold in the Private
Placement  (e.g.,  if the price of securities  sold in the Private  Placement is
$1.25 per share, the exercise price of the Warrant shall be $1.25 per share).

         7.2      Registration of Shares Underlying Warrant.
                  -----------------------------------------

                  (a) The Company  shall  cause the Public  Company  Parent,  by
including  a  covenant  in the merger  agreement  for the  Merger  covering  the
obligations under this Section 7.2, to prepare and, as soon as practicable,  but
in no event later than 120 days  following  the closing  date of the Merger (the
"Filing Deadline"), file with the Securities and Exchange Commission (the "SEC")
a  registration  statement  on Form SB-2  covering  the resale of all the shares
underlying the Warrant (the  "Registrable  Securities").  In the event that Form
SB-2 is  unavailable  for such a  registration,  the Public Company Parent shall
register the resale of the Registrable  Securities on another  appropriate  form
reasonably  acceptable to the holders of at least a majority of the  Registrable
Securities and undertake to register the Registrable  Securities on Form SB-2 as
soon as such form is available,  provided that the Public  Company  Parent shall
maintain the  effectiveness of the  Registration  Statement then in effect until
such time as a  Registration  Statement on Form SB-2  covering  the  Registrable
Securities  has been declared  effective by the SEC. The Public  Company  Parent
shall  use its  reasonable  best  efforts  to have such  registration  statement
declared effective by the SEC as soon as practicable, but in no event later than
the  date  which  is  270  days  following  closing  date  of  the  Merger  (the
"Effectiveness Deadline").



<PAGE>





                  (b) In the event the  registration  statement  required  to be
filed with the SEC  pursuant to Section  7.2(a) is not filed with the SEC by the
Filing  Deadline,  the Company shall cause the Public Company Parent to issue to
the Lender additional warrants ("Additional Warrants") in an amount equal to 10%
of the number of Warrants to be issued to the Lender pursuant to Section 7.1 for
each 30 day period (or a portion  thereof)  during which time such  registration
statement has not been filed with the SEC,  which  Additional  Warrants shall be
issued on the first day of each 30 day period commencing on the Filing Deadline.
In addition,  in the event the registration  statement required to be filed with
the SEC pursuant to Section  7.2(a) is not declared  effective by the SEC by the
Effectiveness  Deadline,  the Company shall cause the Public  Company  Parent to
issue to the Lender Additional  Warrants in an amount equal to 10% of the number
of Warrants to be issued to the Lender pursuant to Section 7.1 during which time
such  registration  statement has not been declared  effective by the SEC, which
Additional  Warrants  shall be issued on the first day of each 30 day period and
commencing on the Effectiveness  Deadline. The Additional Warrants, if any, will
be  issued  to the  Lender  pursuant  to a  common  stock  purchase  warrant  in
substantially  the form as the Warrant,  except that the exercise price for such
Additional  Warrants  shall be the  price at  which  securities  are sold in the
Private Placement.

                  (c) All  expenses  incident to the filing of the  registration
statement required by Section 7.1, including without limitation all registration
and filing fees,  fees and expenses of  compliance  with  securities or blue sky
laws,  printing  expenses,   messenger  and  delivery  expenses,  and  fees  and
disbursements  of counsel  for the  Public  Company  Parent and all  independent
certified public accountants, underwriters (excluding discounts and commissions)
and other  professionals  retained by the Public Company Parent will be borne by
the  Public  Company  Parent.  In no event  shall the Public  Company  Parent be
obligated to be pay any discounts or commissions with respect to the shares sold
by any holder of Registrable  Securities.  In connection  with any  registration
statement,  the Company shall cause the Public  Company  Parent to reimburse the
holders  of  Registrable   Securities  covered  by  such  registration  for  the
reasonable  fees and  disbursements  of one  counsel  chosen by the holders of a
majority of the Registrable Securities initially requesting such registration.

                  (d) In the event of an  underwritten  registered  offering the
managing  underwriter(s)  advise the Public  Company  Parent in writing  that in
their  opinion  the  number of  Registrable  Securities  exceeds  the  number of
Registrable Securities which can be sold therein without adversely affecting the
marketability of the offering,  the Company will cause the Public Company Parent
to include in such registration the number of Registrable  Securities  requested
to be included which in the opinion of such  underwriter(s)  can be sold without
adversely  affecting  the  marketability  of the  offering,  pro rata  among the
respective holders thereof on the basis of the amount of Registrable  Securities
owned by each such holder.  In the event the number of shares  available under a
registration  statement  filed pursuant to Section 7.1 is  insufficient to cover
100% of the Registrable  Securities  required to be covered by such registration
statement,  the  Company  shall  cause the  Public  Company  Parent to amend the
registration  statement, or file a new registration statement (on the short form
available therefor,  if applicable),  or both, so as to cover 100% of the number
of such Registrable Securities as soon as practicable but in any event not later
than 45 days after the necessity  therefor  arises.  The Company shall cause the
Public Company Parent to use it reasonable  best efforts to cause such amendment
or new  registration  statement  to  become  effective  as soon  as  practicable
following the filing thereof.



<PAGE>





                                   ARTICLE 8
                                  MISCELLANEOUS

     8.1 Successors  and Assigns.  Subject to the  exceptions  specifically  set
forth in this Agreement,  the terms and conditions of this Agreement shall inure
to the benefit of and be binding upon the respective executors,  administrators,
heirs,  successors  and assigns of the parties.  This  Agreement may be assigned
solely by the Lender.

     8.2 Titles and Subtitles. The titles and subtitles of the Sections of this
Agreement  are  used  for  convenience  only  and  shall  not be  considered  in
construing or interpreting this agreement.

     8.3  Notices.  Any  notice,  request  or other  communication  required  or
permitted hereunder shall be in writing and shall be delivered  personally or by
facsimile  (receipt  confirmed  electronically)  or shall be sent by a reputable
express  delivery  service or by  certified  mail,  postage  prepaid with return
receipt requested, addressed as follows:


                  if to the Company, to:
                  ---------------------

                  Momentum Biofuels, Inc.
                  3027 Marina Bay Dr.
                  Suite 105
                  League City, TX 77573
                  Attn:    Charles T. Phillips
                  Fax:     (281) 535-1346

                  with a copy to:
                  --------------

                  Michael A. Littman Attorney at Law
                  7609 Ralston Road
                  Arvada, CO  80002
                  Attn:    Mike Littman
                  Fax:     (303) 431-1567

                  if to the Lender, to:
                  --------------------

                  The Elevation Fund, LLC
                  8400 East Prentice Avenue
                  Penthouse, Suite 1500
                  Greenwood Village, CO 80111
                  Attn:    Lance J. Baller
                  Fax:     (303) 265-9382


<PAGE>




                  with a copy to:
                  --------------

                  Brownstein Hyatt & Farber, P.C.
                  410 Seventeenth Street, 22nd Floor
                  Denver, CO  80202
                  Attn:  Adam J. Agron
                  Fax No.:  (303) 223-1111

Either party hereto may change the above specified  recipient or mailing address
by notice to the other party given in the manner herein prescribed.  All notices
shall be deemed given on the day when actually  delivered as provided  above (if
delivered  personally  or by  facsimile,  provided  that any such  facsimile  is
received during regular  business hours at the  recipient's  location) or on the
day shown on the return receipt (if delivered by mail or delivery service).

     8.4  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the domestic laws of the State of Colorado without giving effect
to any choice of law or conflict of law  provision or rule (whether of the State
of Colorado or any other  jurisdiction)  that would cause the application of the
laws of any jurisdiction other than the State of Colorado.

     8.5 Waiver and Amendment. Any term of this Agreement may be amended, waived
or modified with the written consent of the Company and the Lender.

     8.6 Remedies.  No delay or omission by the Lender in exercising  any of its
rights,  remedies,  powers or privileges hereunder or at law or in equity and no
course of dealing  between the Lender and the  undersigned  or any other  person
shall be deemed a waiver by the Lender of any such rights,  remedies,  powers or
privileges,  even if such delay or omission is continuous or repeated, nor shall
any single or partial exercise of any right, remedy, power or privilege preclude
any other or further exercise thereof by the Lender or the exercise of any other
right,  remedy, power or privilege by the Lender. The rights and remedies of the
Lender  described  herein shall be cumulative  and not  restrictive of any other
rights or remedies available under any other instrument, at law or in equity.

     8.7 Expenses.  The Company shall pay all costs and expenses incurred by the
Lender in  connection  with the  negotiation  and  preparation  of the documents
contemplated by this Agreement (including reasonable attorneys' fees); provided,
however,  that the  Company's  shall not be required to reimburse the Lender for
any amount in excess of $1,000 in the aggregate.

     8.8 Right of Participation.  For a period of three years following the date
hereof,  the  Company  shall cause the Public  Company  Parent,  by  including a
covenant in the merger  agreement  for the Merger,  to provide the Lender with a
first  right to  purchase  up to 50% of any equity or equity  linked  securities
(including  derivative  and  convertible  securities) to be issued by the Public
Company  Parent on the same terms as such  securities  are  offered to all other
parties  (related or  otherwise)  during such three year  period.  This right of
participation shall not apply to any Excluded Securities.

                                    * * * * *


<PAGE>





         IN WITNESS  WHEREOF,  the  Company has caused this Note to be signed in
its name on the date first set forth above.


                                         MOMENTUM BIOFUELS, INC.



                                         By:      ________________________
                                                  Charles T. Phillips
                                                  Chief Executive Officer



                                                  THE ELEVATION FUND, LLC


                                         By:      ________________________
                                                  Lance J. Baller
                                                  Fund Manager



<PAGE>



                                   SCHEDULE A
                                 CAPITALIZATION





<PAGE>



                                    EXHIBIT A
                                 PROMISSORY NOTE



         See attached.







<PAGE>



                                    EXHIBIT B
                               SECURITY AGREEMENT



         See attached.



<PAGE>



                                    EXHIBIT C
                              OFFICER'S CERTIFCATE



         See attached.




<PAGE>



                                    EXHIBIT D
                          COMMON STOCK PURCHASE WARRANT



         See attached.