THE SECURITIES  REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 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 1933  ACT,  AND  UNDER  ANY  APPLICABLE  STATE
SECURITIES  LAWS.  THESE  SECURITIES  MAY NOT BE SOLD,  PLEDGED,  TRANSFERRED OR
ASSIGNED  EXCEPT IN A  TRANSACTION  WHICH IS EXEMPT UNDER THE  PROVISIONS OF THE
1933 ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT.



                                 PROMISSORY NOTE

                                                             Denver, Colorado
                                                             June 12, 2006

         FOR VALUE  RECEIVED,  Momentum  Biofuels,  Inc..,  a Texas  corporation
("Borrower"),  hereby promises to pay to the order of The Elevation Fund, LLC, a
Delaware limited  liability  company  ("Lender"),  in lawful money of the United
States at the  address  of Lender  set forth  herein,  the  principal  amount of
$250,000 (the "Loan"), together with Interest. This Promissory Note ("Note") has
been  executed by Borrower  on the date set forth above (the  "Effective  Date")
pursuant to the Loan Agreement entered into as of the date hereof between Lender
and Borrower (the "Loan Agreement").  Capitalized terms use but not herein shall
have the meanings assigned to such terms in the Loan Agreement.

     1.  Interest.  The Loan shall bear  interest at the Interest  Rate from the
Effective Date and continuing until payment in full of the Loan.

     2.  Maturity  Date.  All or any portion of the Loan,  all accrued  Interest
thereon and all other sums due hereunder,  shall be due and payable on demand by
Lender on the Maturity Date.

     3.  Secured  Indebtedness.  The  indebtedness  represented  by this Note is
secured pursuant to the Security Agreement dated as of Initial Loan Closing Date
in favor of Lender.

     4. Application of Payments.

          4.1. Except as otherwise  expressly  provided  herein,  payments under
     this Note shall be applied (i) first to the  repayment of any sums incurred
     by Lender for the payment of any  expenses in  enforcing  the terms of this
     Note, (ii) then to the payment of Interest, and (iii) then to the reduction
     of the Loan.

          4.2.  Upon  payment  in full of the Loan and  applicable  accrued  and
     unpaid  Interest  thereon,  this Note  shall be  marked  "Paid in Full" and
     returned to Borrower.

     5. Waiver of Notice. Borrower hereby waives diligence, notice, presentment,
protest and notice of dishonor.


<PAGE>




     6. Transfer.  This Note may be transferred by Lender at any time,  provided
that such transfer complies with applicable securities laws.

     7. Events of Default.  The  occurrence of any of following  events (each an
"Event of Default"),  not cured in any applicable cure period,  shall constitute
an Event of Default of Borrower:

          7.1.  The failure to make when due any payment  described in this Note
     or  the  Loan  Agreement,  whether  on  or  after  the  Maturity  Date,  by
     acceleration or otherwise; and

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

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

         Upon the  occurrence  of any Event of Default  that is not cured within
any  applicable  cure  period,  if any,  Lender  may elect,  by  written  notice
delivered to Borrower,  to take at any time any or all of the following actions:
(i) declare this Note to be  forthwith  due and  payable,  whereupon  the entire
unpaid Loan,  together  with all 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 Borrower,  anything contained herein to the
contrary notwithstanding,  and (ii) exercise any and all other remedies provided
hereunder or available at law or in equity.

     8. Miscellaneous.

          8.1.  Successors and Assigns.  Subject to the exceptions  specifically
     set forth in this Note,  the terms and  conditions of this Note shall inure
     to  the  benefit  of  and  be  binding  upon  the   respective   executors,
     administrators, heirs, successors and assigns of the parties.

          8.2. Loss or Mutilation of Note.  Upon receipt by Borrower of evidence
     satisfactory to Borrower of the loss,  theft,  destruction or mutilation of
     this Note, together with indemnity reasonably  satisfactory to Borrower, in
     the case of loss,  theft or destruction,  or the surrender and cancellation
     of this Note, in the case of mutilation, Borrower shall execute and deliver
     to Lender a new  promissory  note of like  tenor and  denomination  as this
     Note.



<PAGE>





          8.3.   Notices.   Any  notice,   demand,   offer,   request  or  other
     communication  required or permitted  to be given  pursuant to the terms of
     this Note shall be in  writing  and shall be deemed  effectively  given the
     earlier of (i) when  received,  (ii) when delivered  personally,  (iii) one
     business  day  after  being   delivered  by  facsimile   (with  receipt  of
     appropriate confirmation), (iv) one business day after being deposited with
     an overnight courier service, or (v) four days after being deposited in the
     U.S. mail, First Class with postage prepaid, and addressed to the recipient
     at the addresses set forth below unless another  address is provided to the
     other party in writing:

                  If to Borrower, 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>




          8.4 Governing  Law. This Note shall be governed in all respects by the
     laws of the State of Colorado  as applied to  agreements  entered  into and
     performed  entirely  within the State of  Colorado  by  residents  thereof,
     without  regard to any  provisions  thereof  relating to  conflicts of laws
     among different jurisdictions.

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

          8.6  Remedies;  Costs  of  Collection;  Attorneys'  Fees.  No delay or
     omission by Lender in  exercising  any of its rights,  remedies,  powers or
     privileges  hereunder  or at law or in  equity  and no  course  of  dealing
     between  Lender and the  undersigned  or any other person shall be deemed a
     waiver by 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 Lender or the  exercise of any other
     right,  remedy,  power or privilege  by Lender.  The rights and remedies of
     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. If an Event of Default occurs,  Borrower agrees to pay, in addition
     to the Loan and Interest  payable thereon,  reasonable  attorneys' fees and
     any other  reasonable  costs  incurred  by Lender  in  connection  with its
     pursuit of its remedies under this Note.

                                    * * * * *


<PAGE>





         IN WITNESS  WHEREOF,  Borrower has caused this Note to be signed on the
Effective Date.


                                                     BORROWER:

                                                     MOMENTUM BIOFUELS, INC.



                                                   By:
                                                         Charles T. Phillips
                                                         Chief Executive Officer