The  securities  represented  by this Warrant and issuable upon exercise  hereof
have not been  registered  under the  Securities  Act of 1933,  as amended  (the
"Act"),  or under the provisions of any applicable  state  securities  laws, but
have been  acquired by the  registered  holder hereof for purposes of investment
and in reliance on statutory  exemptions under the Act, and under any applicable
state securities laws. These securities and the securities  issued upon exercise
hereof may not be sold, pledged,  transferred or assigned,  nor may this Warrant
be exercised,  except in a transaction  which is exempt under the  provisions of
the Act and any  applicable  state  securities  laws or pursuant to an effective
registration statement.



                          COMMON STOCK PURCHASE WARRANT

Date of Issuance: June 27, 2006                        Certificate No. W-1

     For value received,  Tonga Capital, a Colorado Corporation (the "Company"),
hereby grants to The Elevation Fund, LLC, a Delaware limited  liability  company
or its permitted  transferees and assigns  ("Elevation"),  the right to purchase
from the Company a total of 100,000  shares of the Company's  common stock,  par
value $.0001 per share ("Common Stock"),  at a price per share of equal to $1.00
(the "Initial Exercise Price").  The exercise price and number of Warrant Shares
(and  the  amount  and kind of other  securities)  for  which  this  Warrant  is
exercisable shall be subject to adjustment as provided in Section 2 hereof. This
Warrant is being issued in connection with the Loan Agreement  between Elevation
and  Momentum  Biofuels,  Inc.  of even date  herewith  (the "Loan  Agreement").
Certain capitalized terms used herein are defined in Section 4 hereof.

         This Warrant is subject to the following provisions:

SECTION 1.          Exercise of Warrant.
                    -------------------

(a) Terms of Warrants;  Exercise Period. Subject to the terms of this Agreement,
the  Registered  Holder shall have the right,  commencing on the date hereof and
expiring on the 10 year anniversary hereof (the "Expiration  Date"), to exercise
this  Warrant,  in whole or in part,  and receive from the Company the number of
Warrant  Shares  which the  Registered  Holder  may at the time be  entitled  to
receive on exercise of this  Warrant and payment of the  Exercise  Price then in
effect  for the  Warrant  Shares.  To the  extent  not  exercised  prior  to the
Expiration  Date,  this Warrant shall become void and all rights  thereunder and
all rights in respect thereof under this Agreement shall cease as of such time.

(b)      Exercise Procedure.
         ------------------

(i) This Warrant shall be deemed to have been exercised on the date specified in
a written notice from the Registered Holder to the Company (the "Exercise Time")
and within three  business days  following  the Exercise  Time,  the  Registered
Holder shall deliver the following to the Company:



<PAGE>





(A)      a completed Exercise Agreement, as described in Section 1(c) below;

(B)      this Warrant;

(C) if this Warrant is not registered in the name of the Registered  Holder,  an
Assignment or Assignments in the form set forth in Exhibit II hereto  evidencing
the  assignment  of this  Warrant to the  Registered  Holder,  in which case the
Registered Holder shall have complied with the provisions set forth in Section 6
hereof; and

(D) either (x) a check  payable to the Company in an amount equal to the product
of the Exercise  Price (as such term is defined in Section 2)  multiplied by the
number of Warrant  Shares being  purchased  upon such exercise  (the  "Aggregate
Exercise Price"),  (y) the surrender to the Company of shares of Common Stock of
the Company having a Fair Market Value equal to the Aggregate Exercise Price, or
(z) the  delivery  of a notice  to the  Company  that the  Registered  Holder is
exercising  the  Warrant  by  authorizing  the  Company  to reduce the number of
Warrant  Shares  subject  to the  Warrant  by that  number of  shares  having an
aggregate  Fair  Market  Value in excess of the  total  Exercise  Price for such
shares equal to the Aggregate Exercise Price.

(ii)  Certificates  for Warrant  Shares  purchased upon exercise of this Warrant
shall be delivered by the Company to the Registered  Holder within five business
days after the date of the Exercise Time. Unless this Warrant has expired or all
of the purchase rights represented hereby have been exercised, the Company shall
prepare a new Warrant,  substantially identical hereto,  representing the rights
formerly represented by this Warrant that have not expired or been exercised and
shall,  within  such five day  period,  deliver  such new  Warrant to the Person
designated for delivery in the Exercise Agreement.

(iii) The Warrant  Shares  issuable  upon the exercise of this Warrant  shall be
deemed to have been issued to the  Registered  Holder at the Exercise  Time, and
the Registered Holder shall be deemed for all purposes to have become the record
holder of such Warrant Shares at the Exercise Time.

(iv) The Company  shall not close its books against the transfer of this Warrant
or of any Warrant Shares issued or issuable upon the exercise of this Warrant in
any manner which interferes with the timely exercise of this Warrant.

(v) The Company shall assist and  cooperate  with the  Registered  Holder or any
Registered  Holder  required  to make any  governmental  filings  or obtain  any
governmental  approvals  prior to or in  connection  with any  exercise  of this
Warrant.



<PAGE>





(vi) The  Company  shall at all  times  reserve  and keep  available  out of its
authorized but unissued  capital stock,  solely for the purpose of issuance upon
the exercise of this Warrant, the maximum number of Warrant Shares issuable upon
the exercise of this Warrant.  All Warrant  Shares which are so issuable  shall,
when issued and upon the payment of the  Exercise  Price  therefor,  be duly and
validly issued,  fully paid and nonassessable and free from all taxes, liens and
charges.  The Company  shall take all such actions as may be necessary to assure
that all such Warrant Shares may be so issued  without  violation by the Company
of any  applicable law or  governmental  regulation or any  requirements  of any
domestic  securities exchange upon which securities of the Company may be listed
(except for official notice of issuance which shall be immediately  delivered by
the Company upon each such issuance).

(c) Exercise Agreement. Upon any exercise of this Warrant, the Registered Holder
shall  deliver an Exercise  Agreement in the form set forth in Exhibit I hereto,
except that if the Warrant Shares are not to be issued in the name of the Person
in whose name this  Warrant is  registered,  the Exercise  Agreement  shall also
state the name of the Person to whom the certificates for the Warrant Shares are
to be issued,  and if the number of Warrant Shares to be issued does not include
all the Warrant Shares  purchasable  hereunder,  it shall also state the name of
the  Person to whom a new  Warrant  for the  unexercised  portion  of the rights
hereunder is to be issued.  Such  Exercise  Agreement  shall be dated the actual
date of execution thereof.

SECTION 2.  Adjustment  of  Exercise  Price and  Number of  Shares.  In order to
prevent dilution of the rights granted under this Warrant,  the Initial Exercise
Price  shall be  subject to  adjustment  from time to time as  provided  in this
Section  2 (such  price or such  price as last  adjusted  pursuant  to the terms
hereof,  as the case may be, is herein  called the  "Exercise  Price"),  and the
number of Warrant  Shares  obtainable  upon  exercise of this  Warrant  shall be
subject to adjustment from time to time as provided in this Section 2.

(a) Reorganization, Reclassification,  Consolidation, Merger or Sale. In case of
any reclassification, capital reorganization, consolidation, merger, sale of all
or  substantially  all of the  Company's  assets to another  Person or any other
change  in the  Common  Stock  of the  Company,  other  than  as a  result  of a
subdivision,  combination,  or stock dividend provided for in Section 2(b) below
(any of which,  a "Change  Event"),  then,  as a condition of such Change Event,
lawful provision shall be made, and duly executed documents  evidencing the same
from the Company or its successor  shall be delivered to the Registered  Holder,
so that the  Registered  Holder  shall  have the right at any time  prior to the
expiration  of this Warrant to purchase,  at a total price equal to that payable
upon the exercise of this Warrant  (subject to adjustment of the Exercise  Price
as  provided  in  Section  2),  the kind and amount of shares of stock and other
securities  and property  receivable in  connection  with such Change Event by a
holder of the same number of shares of Common Stock as were  purchasable  by the
Registered  Holder  immediately  prior to such  Change  Event.  In any such case
appropriate  provisions shall be made with respect to the rights and interest of
the  Registered  Holder  so that  the  provisions  hereof  shall  thereafter  be
applicable with respect to any shares of stock or other  securities and property
deliverable upon exercise hereof,  and appropriate  adjustments shall be made to
the purchase price per share payable hereunder,  provided the aggregate purchase
price shall remain the same.



<PAGE>





(b) Subdivisions,  Combinations and Other Issuances. If the Company shall at any
time prior to the expiration of this Warrant (i) subdivide its Common Stock,  by
split-up or  otherwise,  or combine its Common Stock,  or (ii) issue  additional
shares of its Common Stock or other equity securities as a dividend with respect
to any shares of its Common Stock, the number of shares of Common Stock issuable
on the exercise of this Warrant shall forthwith be proportionately  increased in
the case of a subdivision or stock, or proportionately  decreased in the case of
a combination.  Appropriate adjustments shall also be made to the purchase price
payable per share, but the aggregate purchase price payable for the total number
of Warrant Shares  purchasable under this Warrant (as adjusted) shall remain the
same. Any adjustment under this Section 2(b) shall become effective at the close
of business on the date the subdivision or combination becomes effective,  or as
of the record  date of such  dividend,  or in the event  that no record  date is
fixed, upon the making of such dividend.

(c) Issuance of New Warrant.  Upon the occurrence of any of the events listed in
this Section 2 that  results in an  adjustment  of the type,  number or exercise
price of the securities  underlying  this Warrant,  the Registered  Holder shall
have the right to receive a new  warrant  reflecting  such  adjustment  upon the
Registered  Holder  tendering  this Warrant in exchange.  The new warrant  shall
otherwise have terms identical to this Warrant.

(d)      Notices.
         -------

(i) The  Company  shall give  written  notice to the  Registered  Holder of this
Warrant at least 10 days prior to the date on which the Company closes its books
or takes a record  for  determining  rights  to vote with  respect  to any event
described in this Section 2 or any dissolution or liquidation.

(ii) The Company shall also give written notice to the Registered Holder of this
Warrant at least 10 days prior to the date on which any event  described in this
Section 2 or any dissolution or liquidation shall take place.

SECTION 3.          Registration Rights.
                    -------------------

(a)      Piggyback Registration.
         ----------------------

(i) If, at any time commencing on the date hereof and expiring on the Expiration
Date, the Company  prepares and files a Registration  Statement under the Act or
otherwise registers  securities under the Act as to any of its securities (other
than under a Registration Statement pursuant to Form S-8 or Form S-4) (each such
filing,  a "Registration  Document"),  it will give written notice by registered
mail, at least 20 days prior to the filing of such Registration  Document to the
Registered Holders of the Registrable  Securities of its intention to do so. The
Company shall include all Registrable  Securities in such Registration Documents
with respect to which the Company has received  written  requests for  inclusion
therein within 15 days of actual receipt of the Company's notice.



<PAGE>





(ii) Subject to the Loan Agreement, the Company shall have the right at any time
after  it  shall  have  given  written  notice  pursuant  to this  Section  3(a)
(irrespective  of whether a written  request for  inclusion of any  Registration
Securities  shall  have been  made) to elect  not to file any such  Registration
Document,  or to withdraw  the same after the filing but prior to the  effective
date thereof.

(b) Covenants of the Company with Respect to  Registration.  In connection  with
the filing of any Registration  Document by the Company,  the Company  covenants
and agrees as follows:

(i) The Company  shall use its best efforts to have any  registration  statement
declared  effective at the earliest  practicable time. The Company will promptly
notify each Registered  Holder of such  Registrable  Securities and confirm such
advice in writing, (i) when such registration statement becomes effective,  (ii)
when  any  post-effective  amendment  to  such  registration  statement  becomes
effective and (iii) of any request by the SEC for any amendment or supplement to
such registration statement or any prospectus relating thereto or for additional
information.

(ii) The Company shall  furnish to each  Registered  Holder of such  Registrable
Securities such number of copies of such registration statement and of each such
amendment  and  supplement  thereto  (in each case  including  each  preliminary
prospectus and summary  prospectus) in conformity  with the  requirements of the
Act, and such other documents as the Registered  Holders may reasonably  request
in order to facilitate  the  disposition of the  Registrable  Securities by such
Registered Holders.

(iii) If the Company  shall fail to comply with the  provisions of Sections 3(a)
and 3(b), the Company shall,  in addition to any other equitable or other relief
available  to the  Registered  Holder(s),  be liable for any or all  special and
consequential   damages  sustained  by  the  Registered   Holder(s)   requesting
registration of their Registrable Securities.

(iv) The  Company  shall  prepare  and file  with  the SEC such  amendments  and
supplements to such registration statement and the prospectus used in connection
therewith as may be  reasonably  necessary to keep such  registration  statement
effective  for at least 12 months (or such  longer  period as  permitted  by the
Act),  and to  comply  with  the  provisions  of the  Act  with  respect  to the
disposition of all securities covered by such registration statement during such
period in accordance with the intended  methods of disposition by the Registered
Holder  or  Registered  Holders  of  Registrable  Securities  set  forth in such
registration  statement.  If at any time the SEC should institute or threaten to
institute any proceedings for the purpose of issuing a stop order suspending the
effectiveness  of any such  registration  statement,  the Company will  promptly
notify  each  Registered  Holder  of  Registrable  Securities  and  will use all
reasonable  efforts to prevent the  issuance of any such stop order or to obtain
the withdrawal thereof as soon as possible.  The Company will use its good faith
reasonable efforts and take all reasonably necessary action which



<PAGE>



may be required in qualifying or registering the Registrable Securities included
in a  registration  statement for offering and sale under the securities or blue
sky laws of such states as reasonably are required by the Registered  Holder(s),
provided  that the Company shall not be obligated to execute or file any general
consent to service  of  process  or to  qualify as a foreign  corporation  to do
business under the laws of any such jurisdiction. The Company shall use its good
faith reasonable  efforts to cause such Registrable  Securities  covered by such
registration  statement  to  be  registered  with  or  approved  by  such  other
governmental  agencies or  authorities of the United States or any State thereof
as may be reasonably  necessary to enable the  Registered  Holder(s)  thereof to
consummate the disposition of such Registrable Securities.

(v) The Company shall  indemnify  the  Registered  Holder(s) of the  Registrable
Securities to be sold pursuant to any registration statement and each person, if
any, who controls such  Registered  Holders  within the meaning of Section 15 of
the Act or Section  20(a) of the Exchange Act against all loss,  claim,  damage,
expense  or   liability   (including   all  expenses   reasonably   incurred  in
investigating, preparing or defending against any claim whatsoever) to which any
of them may become subject under the Act, the Exchange Act or otherwise, arising
from such registration statement.

(vi) If  requested  by the  Company  prior  to the  filing  of any  registration
statement covering the Registrable Securities,  each of the Registered Holder(s)
of the Registrable  Securities to be sold pursuant to a registration  statement,
and their successors and assigns,  shall severally,  and not jointly,  indemnify
the Company,  its officers and directors  and each person,  if any, who controls
the Company  within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against all loss, claim, damage or expense or liability (including
all  expenses  reasonably  incurred in  investigating,  preparing  or  defending
against any claim  whatsoever)  to which they may become  subject under the Act,
the Exchange Act or  otherwise,  arising from written  information  furnished by
such Registered  Holder, or their successors or assigns,  for specific inclusion
in such  registration  statement,  except that the maximum  amount  which may be
recovered from each  Registered  Holder  pursuant to this paragraph or otherwise
shall be limited to the amount of net proceeds received by the Registered Holder
from the sale of the Registrable Securities.

(vii) Nothing  contained in this  Agreement  shall be construed as requiring the
Registered  Holder(s)  to  exercise  their  Warrants  prior to the filing of any
registration statement or the effectiveness thereof.



<PAGE>





(viii) The Company shall furnish to each Registered  Holder  participating in an
offering  and to  the  managing  underwriter,  if  any,  a  signed  counterpart,
addressed to such Registered Holder or underwriter, of (i) an opinion of counsel
to the Company, dated the effective date of such registration statement (and, if
such registration includes an underwritten public offering, an opinion dated the
date of the closing under the underwriting agreement), and (ii) a "Cold Comfort"
letter dated the effective  date of such  registration  statement  (and, if such
registration  includes an underwritten public offering,  a letter dated the date
of the  closing  under the  underwriting  agreement)  signed by the  independent
public  accountants  who  have  issued  a  report  on  the  Company's  financial
statements  included  in such  registration  statement,  in each  case  covering
substantially the same matters with respect to such registration  statement (and
the prospectus  included therein) and, in the case of such accountants'  letter,
with respect to events subsequent to the date of such financial  statements,  as
are  customarily  covered in opinions of  issuer's  counsel and in  accountants'
letters   delivered  to  underwriters  in  underwritten   public   offerings  of
securities.

(ix) The Company shall deliver promptly to each Registered Holder  participating
in an  offering  and  to  the  managing  underwriter,  if  any,  copies  of  all
correspondence  between the SEC and the Company, its counsel or auditors and all
non-privileged  memoranda relating to discussions with the SEC or its staff with
respect to the  registration  statement  and permit each  Registered  Holder and
underwriter to do such  investigation,  upon  reasonable  advance  notice,  with
respect to information  contained in or omitted from the registration  statement
as it deems  reasonably  necessary to comply with applicable  securities laws or
rules of the NASD. Such investigation shall include access to books, records and
properties  and  opportunities  to discuss the  business of the Company with its
officers and independent  auditors,  all to such  reasonable  extent and at such
reasonable  times and as often as any such  Registered  Holder shall  reasonably
request.

(x) The  Company  shall not,  directly  or  indirectly,  enter into any  merger,
business  combination or consolidation in which (i) the Company shall not be the
surviving  corporation and (ii) the  shareholders of the Company are to receive,
in  whole or in  part,  capital  stock  or  other  securities  of the  surviving
corporation,  unless the  surviving  corporation  shall,  prior to such  merger,
business   combination  or  consolidation,   agree  in  writing  to  assume  the
obligations of the Company under this Agreement, and for that purpose references
hereunder to "Registrable  Securities" shall be deemed to include the securities
which the  Registered  Holders  would be  entitled  to receive in  exchange  for
Registrable   Securities  under  any  such  merger,   business   combination  or
consolidation,  provided  that to the extent such  securities to be received are
convertible  into shares of Common  Stock of the issuer  thereof,  then any such
shares of  Common  Stock as are  issued  or  issuable  upon  conversion  of said
convertible   securities  shall  also  be  included  within  the  definition  of
"Registrable Securities."



<PAGE>





(xi)  In  the  event  of  an  underwritten   registered  offering  the  managing
underwriter(s) advise the Company 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 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  3(a) is
insufficient to cover 100% of the Registrable  Securities required to be covered
by such  Registration  Statement,  the  Company  shall  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 of the trading day immediately  preceding the date of
the filing of such  amendment or new  registration  statement,  in each case, as
soon as practicable, but in any event not later than 45 days after the necessity
therefor arises.  The Company shall use it reasonable best efforts to cause such
amendment  or  new  registration  statement  to  become  effective  as  soon  as
practicable following the filing thereof.

(xii) All expenses  incident to the Company's  performance of or compliance with
this Agreement,  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 Company and all independent  certified public accountants,  underwriters
(excluding  discounts and commissions) and other Persons retained by the Company
will be borne by the  Company.  In no event shall the Company be obligated to be
pay any discounts or  commissions  with respect to the shares sold by any holder
of Registrable  Securities.  In connection with each Registration  Document, the
Company will  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.

SECTION 4.  Definitions.  The following terms have the meanings set forth below:
            -----------

         "Act" means the Securities Act of 1933, as amended.

         "Convertible Securities" means any evidence of indebtedness,  shares or
other securities convertible into or exchangeable for Common Stock.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.



<PAGE>





         "Fair Market  Value" shall be determined on a per Share basis as of the
close of the business day  preceding the date of exercise,  which  determination
shall be made as  follows:  (a) if the  Common  Stock is  listed  on a  national
securities  exchange  or  admitted to  unlisted  trading  privileges  on such an
exchange or quoted on either the National  Market System or the Small Cap Market
of the automated  quotation  service operated by The Nasdaq Stock Market,  Inc.,
the Fair Market Value shall be the last  reported sale price of that security on
such  exchange or system on the day for which the current  market price is to be
determined  or, if no such sale is made on such day,  the average of the highest
closing bid and lowest asked price for such day on such exchange or system;  (b)
if the Common  Stock is not so listed or quoted or admitted to unlisted  trading
privileges,  the Fair Market  Value  shall be the  average of the last  reported
highest bid and lowest asked  prices  quoted on the Nasdaq  Electronic  Bulletin
Board, or, if not so quoted,  then by the National Quotation Bureau, Inc. on the
last  business  day prior to the day for which  the Fair  Market  Value is to be
determined; or (c) if the Common Stock is not so listed or quoted or admitted to
unlisted trading privileges and bid and asked prices are not reported,  the Fair
Market  Value shall be  determined  by the  Company's  Board of Directors in its
reasonable, good faith judgment.

         "Options" means rights, options, or warrants to subscribe for, purchase
or otherwise acquire either Common Stock or Convertible Securities.

         "Person"  means  an  individual,   a  limited  liability   company,   a
partnership,  a  joint  venture,  a  corporation,  a  trust,  an  unincorporated
organization and a government or any department or agency thereof.

         "Registered  Holders"  means,  collectively,  Elevation  and each other
holder of a Warrant or Warrant Shares, if any, reflected as such on the books of
the Company.

         "Registrable Securities" means the Warrant Shares.
          ----------------------

         "Warrant"  means  the  right to  purchase  one or more  Warrant  Shares
pursuant to the terms of this Warrant,  as the same may be transferred,  divided
or exchanged pursuant to the terms hereof.

         "Warrant  Shares"  means  shares  of the  Common  Stock  issuable  upon
exercise of the Warrant; provided,  however, that if there is a change such that
the  securities  issuable  upon  exercise of the Warrant are issued by an entity
other  than the  Company  or there is a change  in the  class of  securities  so
issuable,  then the term  "Warrant  Shares"  shall mean  shares of the  security
issuable upon exercise of the Warrant if such security is issuable in shares, or
shall mean the  equivalent  units in which such  security  is  issuable  if such
security is not issuable in shares.



<PAGE>





SECTION 5. No Voting Rights;  Limitations  of Liability.  This Warrant shall not
entitle the holder  hereof to any voting rights or other rights as a stockholder
of the Company. No provision hereof, in the absence of affirmative action by the
Registered Holder to purchase Warrant Shares,  and no enumeration  herein of the
rights or privileges of the  Registered  Holder shall give rise to any liability
of such holder for the Exercise Price of Warrant  Shares  acquirable by exercise
hereof or as a stockholder of the Company.

SECTION  6.  Warrant   Transferable.   Subject  to  compliance  with  applicable
securities  laws and the terms of this  Section 6, this  Warrant  and all rights
hereunder  are  transferable,  in  whole  or in  part,  without  charge  to  the
Registered  Holder  upon  surrender  of this  Warrant  with a properly  executed
Assignment  (in the form of Exhibit II  hereto) at the  principal  office of the
Company.

SECTION 7. Warrant  Exchangeable  for Different  Denominations.  This Warrant is
exchangeable,  upon  the  surrender  hereof  by  the  Registered  Holder  at the
principal office of the Company,  for new Warrants of like tenor representing in
the aggregate the purchase rights hereunder, and each of such new Warrants shall
represent such portion of such rights as is designated by the Registered  Holder
at the time of such  surrender.  The  date the  Company  initially  issues  this
Warrant  shall be deemed to be the "Date of Issuance"  hereof  regardless of the
number of times new  certificates  representing  the unexpired  and  unexercised
rights  formerly  represented  by this  Warrant  shall be issued.  All  Warrants
representing  portions  of the rights  hereunder  are  referred to herein as the
"Warrants."

SECTION 8. Replacement.  Upon receipt of evidence reasonably satisfactory to the
Company of the ownership and the loss,  theft,  destruction or mutilation of any
certificate  evidencing this Warrant, and in the case of any such loss, theft or
destruction,  upon receipt of indemnity reasonably  satisfactory to the Company,
or, in the case of any such mutilation upon surrender of such  certificate,  the
Company shall (at the expense of the Registered  Holder)  execute and deliver in
lieu of such  certificate a new certificate of like kind  representing  the same
rights represented by such lost, stolen,  destroyed or mutilated certificate and
dated the date of such lost, stolen, destroyed or mutilated certificate.



<PAGE>





SECTION 9.  Notices.  All  notices,  requests,  deliveries,  consents  and other
communications  provided  for herein  shall be in writing and shall be effective
upon  delivery in person,  faxed,  or mailed by  certified or  registered  mail,
return receipt requested, postage pre-paid, 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

                  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





<PAGE>






or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a Registered Holder of Warrants) or to
the  Registered  Holders of Warrants (in the case of the Company) in  accordance
with the provisions of this paragraph.

SECTION 10.  Amendment  and Waiver.  Except as otherwise  provided  herein,  the
provisions  of the  Warrants  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the  Company has  obtained  the  written  consent of the  Registered
Holders of Warrants  representing  a majority of the Warrant  Shares  obtainable
upon exercise of the then-outstanding Warrants;  provided, however, that no such
action may change the Exercise  Price of the Warrants or the number of shares or
class of capital  stock  obtainable  upon  exercise of each Warrant  without the
written consent of all Registered Holders.

SECTION 11.         Descriptive Headings; Governing Law.
                   ------------------------------------

(a) The  descriptive  headings  of the  several  Sections  of this  Warrant  are
inserted for convenience only and do not constitute a part of this Warrant.

(b) All issues and questions concerning the construction,  validity, enforcement
and  interpretation  of this  Agreement  shall be governed by, and  construed in
accordance with, the laws of the State of Colorado, without giving effect to any
choice of law or  conflict of law rules or  provisions  (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.

SECTION 12.  Warrant  Register.  The  Company  shall  maintain at its  principal
executive  office books for the registration and the registration of transfer of
this  Warrant.  The  Company  may deem and  treat the  Registered  Holder as the
absolute  owner  hereof  (notwithstanding  any  notation of  ownership  or other
writing  thereon  made by anyone) for all  purposes and shall not be affected by
any notice to the contrary.

SECTION 13. Fractions of Shares. The Company may, but shall not be required,  to
issue a fraction of a Warrant  Share upon the  exercise of this Warrant in whole
or in part. As to any fraction of a share which the Company elects not to issue,
the Company  shall make a cash payment in respect of such  fraction in an amount
equal to the same fraction of the market price of a Warrant Share on the date of
such  exercise  (as  determined  by the  board of  directors  in its  reasonable
discretion).

                                    * * * * *



<PAGE>



         IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed
and attested by its duly  authorized  officers and to be dated as of the Date of
Issuance hereof.

                          ----------------------------


                               By:      __________________________________
                               Name:
                               Title:





<PAGE>



                                    EXHIBIT I

                               EXERCISE AGREEMENT



To:                                                                    Dated:



         The  undersigned,  pursuant to the provisions set forth in the attached
Warrant (Certificate No. W-____), hereby agrees to subscribe for the purchase of
______ Warrant Shares covered by such Warrant and makes payment herewith in full
therefor  at the price per share  provided  by such  Warrant.  Please  issue the
Warrant Shares in the following names and amounts:



                  Name                                Number of Warrant Shares









                                         Signature ____________________



                                          Address ______________________





<PAGE>



                                   EXHIBIT II

                                   ASSIGNMENT



         FOR VALUE RECEIVED, _____________________________ hereby sells, assigns
and transfers all of the rights of the  undersigned  under the attached  Warrant
(Certificate  No.  W-_____)  with  respect to the number of the  Warrant  Shares
covered thereby set forth below, unto:

Names of Assignee                               Address           No. of Shares











Dated:                            Signature _______________________



                                  Witness  _______________________





The Assignee agrees to be bound by the terms of the Warrant.





                                  Signature_______________________



                                  Witness  _______________________