Exhibit
10.8


	
  LOAN

  NUMBER

  	
  LOAN NAME

  	
  ACCT

  NUMBER

  	
  NOTE DATE

  	
  INITIALS

  
	
  811006538

  	
  NOVA

  BIOFUELS

  SENECA LLC

  	
  N3188350

  	
  01/09/07

  	
  EJS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NOTE

  AMOUNT

  	
  INDEX

  (w/Margin)

  	
  RATE



  	
  MATURITY

  DATE

  	
  LOAN

  PURPOSE

  
	
  $2,520,000.00

  	
  Not Applicable

  	
  8.25%

  Creditor Use

  Only

  	
  01/09/10

  	
  Commercial

  



 




PROMISSORY NOTE

(Commercial - Single Advance)





DATE AND PARTIES.  The date of this Promissory Note (Note) is
January 9, 2007.  The parties and their
addresses are:


LENDER:


CENTRUE BANK

201 E. Main St.

Streator, Illinois 61364

Telephone:  (815) 673-3333


BORROWER:


NOVA BIOFUELS
SENECA LLC

a Delaware Limited Liability Company

2777 ALLEN PARKWAY SUITE 860

HOUSTON, Texas 77019


1.                                      DEFINITIONS.  As used in this Note, the terms have the
following meanings:


A.                                    Pronouns.  The pronouns “I”, “me,” and “my” refer to
each Borrower signing this Note, individually and together.  “You” and “Your” refer to the Lender.


B.                                    Note.  Note refers to this document, and any
extensions, renewals, modifications and substitutions of this Note.


C.                                    Loan.  Loan refers to this transaction generally,
including obligations and duties arising from the terms of all documents
prepared or submitted for this transaction such as applications, security
agreements, disclosures or notes, and this Note.



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D.                                    Loan Documents.  Loan Documents refer to all the documents
executed as a part of or in connection with the Loan.


E.                                      Property.  Property is any property, real, personal or
intangible, that secures my performance of the obligations of this Loan.


F.                                      Percent.  Rates and rate change limitations are
expressed as annualized percentages.


2.                                      PROMISE TO PAY.  For value received, I promise to pay you or
your order, at your address, or at such other location as you may designate,
the principal sum of $2,520,000.00 (Principal) plus
interest from January 9, 2007 on the unpaid Principal balance until this Note
matures or this obligation is accelerated.


3.                                      INTEREST.  Interest will accrue on the unpaid Principal
balance of this Note at the rate of 8.25 percent (Interest Rate).


A.                                    Post-Maturity
Interest.  After
maturity or acceleration, interest will accrue at 12.500 per cent until paid in
full.


INTEREST AFTER
DEFAULT.


If I am in default
under the terms of this Loan, including for failure to pay in full at maturity,
you may without notice to me increase the Interest Rate otherwise payable as
described in this section.  In such
event, interest will accrue on the unpaid Principal balance of this Note at
12.500 percent until paid in full.


B.                                    Maximum
Interest Amount. 
Any amount assessed or collected as interest under the terms of this
Note will be limited to the maximum lawful amount of interest allowed by state
or federal law, whichever is greater. 
Amounts collected in excess of the maximum lawful amount will be applied
first to the unpaid Principal balance. 
Any remainder will be refunded to me.


C.                                    Statutory
Authority.  The
amount assessed or collected on this Note is authorized by the Illinois usury
laws under 815 ILCS 205.


D.                                    Accrual.  Interest accrues using an Actual/360 days
counting method.


4.                                      ADDITIONAL
CHARGES.  As
additional consideration, I agree to pay, or have paid, these additional fees
and charges.


A.                                    Nonrefundable
Fees and Charges. 
The following fees are earned when collected and will not be refunded if
I prepay this Note before the scheduled maturity date.


Document Preparation.  A(n) Document Preparation fee of $12,600.00
payable from separate funds on or before today’s date.



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5.                                      REMEDIAL
CHARGES.  In
addition to interest or other finance charges, I agree that I will pay these
additional fees based on my method and pattern of payment.  Additional remedial charges may be described
elsewhere in this Note.


A.                                    Late Charge.  If a payment is more than 10 days late, I
will be charged 5.000 percent of the Unpaid Portion of Payment or $10.00,
whichever is greater.  However, this
charge will not be greater than $999.98. 
I will pay this late charge promptly but only once for each late
payment.


6.                                      GOVERNING
AGREEMENT.  This
Note is further governed by the Commercial Loan Agreement executed between you
and me as a part of this Loan, as modified, amended or supplemented.  The Commercial Loan Agreement states the
terms and conditions of this Note, including the terms and conditions under
which the maturity of this Note may be accelerated.  When I sign this Note, I represent to you
that I have reviewed and am in compliance with the term contained in the
Commercial Loan Agreement.


7.                                      PAYMENT.  I agree to pay this Note as follows:  I agree to pay this note in 36 payments.  I will make 18 payments of accrued interest
only beginning on February 9, 2007 and continuing on the the same day of each
month thereafter.  I will make 17
payments of principal and accrued interest in the amount of $21,661.52
beginning on August 9, 2008 and continuing on the same day of each month
thereafter.  These payments are amortized
over 240 months.  The entire balance of
unpaid principal and accrued interest will be due on January 9, 2010.


Payments will be rounded to the nearest $.01.  With the final payment I also agree to pay
any additional fees or charges owing and the amount of any advances you have
made to others on my behalf.  Payments
scheduled to be paid on the 29th, 30th or 31st day of a month that contains no
such day will, instead, be made on the last day of such month.


Each payment I make on this Note will be applied first to interest that
is due then to principal that is due, and finally to any charges that I owe
other than principal and interest.  If
you and I agree to a different application of payments, we will describe our
agreement on this Note.  You may change
how payments are applied in your sole discretion without notice to me.  The actual amount of my final payment will
depend on my payment record.


8.                                      PREPAYMENT.  I may prepay thus Loan in full or in part at
any time.  Any partial prepayment will
not excuse any later scheduled payments until I pay in full.


9.                                      LOAN PURPOSE.  The purpose of this Loan is to purchase 54
acres of commercial real estate.


10.                               ADDITIONAL
TERMS.


BORROWER NOT AN ACCOMODATION PARTY.


I agree that I am individually and primarily and (if anyone else has
signed this Note) jointly liable for payment of the indebtedness evidenced by
this Note.  I have not signed this Note
as an accommodation party, surety or guarantor, and I expressly waive (i) any
rights I may have under UCC Section 3-605 (810 ILCS 5/3-605) to a discharge of
my obligation to pay this Note and (ii) 



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any defenses available to an accommodation party, surety or guarantor,
including but not limited to impairment of collateral.


GOVERNING LAW - JURY WAIVER - JURISDICTION - VENUE.


I agree that this Note is and shall be deemed to be a contract entered
into and made pursuant to the laws of the State of Illinois and shall in all
respects be governed, construed, applied and enforced in accordance with the
laws of said state.  I HEREBY IRREVOCABLY
WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING BROUGHT IN
CONNECTION WITH THIS NOTE OR ANY OF THE LOAN DOCUMENTS OR ARISING OUT OF OR IN
ANY WAY RELATED TO ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH THIS NOTE OR
ANY OF THE LOAN DOCUMENTS.  I CONSENT AND
SUBMIT TO THE JURISDICTION OF THE CIRCUIT COURT OF LASALLE COUNTY, ILLINOIS AND
AGREE THAT ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS NOTE OR ANY OF THE
LOAN DOCUMENTS OR IN CONNECTION WITH ANY DISPUTE OR CONTROVERSY ARISING
THEREFROM SHALL BE BROUGHT IN SUCH COURT AND PROPERLY VENUED THEREIN.


ADDITIONAL TERMS RELATED TO CONFESSION OF JUDGEMENT.


I hereby waive and release any and all claims or causes of action which
I might have against any attorney acting under the terms of the authority which
I have granted herein arising out of or in connection with the confession of
any judgment hereunder.


11.                               SECURITY.  The Loan is secured by separate security
instruments prepared together with this Note as follows:


	
  Document Name

  	
   

  	
  Parties to
  Document

  
	
   

  	
   

  	
   

  
	
  Mortgage
  - LOT 1 IN SHIPYARD INDUSTRIAL

  PARK

  	
   

  	
  NOVA BIOFUELS SENECA LLC

  



 


and by the following, previously executed, security instruments or
agreements:


SECURITY INTEREST IN DEPOSIT ACCOUNTS.


To secure (i) payment of the Debt and any other loans, indebtedness or
obligations I may now or at any time in the future owe you and (ii) the
performance of my promises and undertakings hereunder, I grant to you a
security interest in all of my deposit accounts.


ADDITIONAL SECURITY INSTRUMENTS.


In addition to any other Property described in any security instruments
prepared together with this Note, I agree that any Property in which I have
previously given you a security interest will also secure my obligations under
this Loan.


12.                               DUE ON SALE OR
ENCUMBRANCE.  You
may, at your option, declare the entire balance of this Note to be immediately
due and payable upon the creation of, or contract for the 



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creation of, any lien, encumbrance, transfer or sale
of all or any part of the Property.  This
right is subject to the restrictions imposed by federal law (12 C.F.R. 591), as
applicable.  Lender acknowledges that
Borrower may be funding construction improvements to the property.  This construction will not trigger this
clause unless liens of record are filed.


13.                               WAIVERS AND
CONSENT.  To the
extent not prohibited by law, I waive protest, presentment for payment, demand,
notice of acceleration, notice of intent to accelerate and notice of dishonor.


A.                                    Additional
Waivers By Borrower.  In
addition, I, and any party to this Note and Loan, to the extent permitted by
law, consent to certain actions you may take, and generally waive defenses that
may be available based on these actions or based on the status of a party to
this Note.


(1)                                 You
may renew or extend payments on this Note, regardless of the number of such
renewals or extensions.


(2)                                 You
may release any Borrower, endorser, guarantor, surety, accommodation maker or
any other co-signer.


(3)                                 You
may release, substitute or impair any Property securing this Note.


(4)                                 You,
or any institution participating in this Note, may invoke your right of
set-off.


(5)                                 You
may enter into any sales, repurchases or participations of this Note to any
person in any amounts and I waive notice of such sales, repurchases or
participations.


(6)                                 I
agree that any of us signing this Note as a Borrower is authorized to modify
the terms of this Note or any instrument securing, guarantying or relating to
this Note.


(7)                                 I
agree that you may inform any party who guarantees this Loan of any Loan
accommodations, renewals, extensions, modifications, substitutions or future
advances.


B.                                    No Waiver By
Lender.  Your
course of dealing, or your forbearance from, or delay in, the exercise of any
of your rights, remedies, privileges or right to insist upon my strict
performance of any provisions contained in this Note, or any other Loan
Document, shall not be construed as a waiver by you, unless any such waiver is
in writing arid is signed by you.


14.                               COMMISSIONS.  I understand and agree that you (or your
affiliate) will earn commissions or fees on any insurance products, and may
earn such fees on other services that I buy through you or your affiliate.



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15.                               COLLATERAL
PROTECTION INSURANCE NOTICE.  Unless I provide you with evidence of the
insurance coverage required by my agreement with you, you may purchase
insurance at my expense to protect your interests in my collateral.  This insurance may, but need not, protect my
interests.  The coverage that you purchase
may not pay any claim that I make or any claim that is made against me in
connection with the collateral.  I may
later cancel any insurance purchased by you, but only after providing you with
evidence that I have obtained insurance as required by our agreement.  If you purchase insurance for the collateral,
I will be responsible for the premiums for that insurance, including interest
and any other charges you may impose in connection with the placement of the insurance,
until the effective date of the cancellation or expiration of the
insurance.  The premiums may be added to
my total outstanding balance or obligation. 
The premiums may be more than the premiums for insurance I may be able
to obtain on my own.


16.                               APPLICABLE LAW.  This Note is governed by the laws of
Illinois, the United States of America, and to the extent required, by the laws
of the jurisdiction where the Property is located, except to the extent such
state laws are preempted by federal law.


17.                               JOINT AND
INDIVIDUAL LIABILITY AND SUCCESSORS.  My obligation to pay the Loan is independent
of the obligation of any other person who has also agreed to pay it.  You may sue me alone, or anyone else who is
obligated on the Loan, or any number of us together, to collect the Loan.  Extending the Loan or new obligations under
the Loan, will not affect my duty under the Loan and I will still be obligated
to pay the Loan.  This Note shall inure
to the benefit of and be enforceable by you and your successors and assigns and
shall be binding upon and enforceable against me and my personal
representatives, successors, heirs and assigns.


18.                               AMENDMENT,
INTEGRATION AND SEVERABILITY.  This Note may not be amended or modified by
oral agreement.  No amendment or
modification of this Note is effective unless made in writing and executed by
you and me.  This Note and the other Loan
Documents are the complete and final expression of the agreement.  If any provision of this Note is unenforceable,
then the unenforceable provision will be severed and the remaining provisions
will still be enforceable.


19.                               INTERPRETATION.  Whenever used, the singular includes the
plural and the plural includes the singular. 
The section headings are for convenience only and are not to be used to
interpret or define the terms of this Note.


20.                               NOTICE,
FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS.  Unless otherwise required by law, any notice
will be given by delivering it or mailing it by first class mail to the
appropriate party’s address listed in the DATE AND PARTIES section, or to any
other address designated in writing. 
Notice to one Borrower will be deemed to be notice to all
Borrowers.  I will inform you in writing
of any change in my name, address or other application information.  I agree to sign, deliver, and file any
additional documents or certifications that you may consider necessary to
perfect, continue, and preserve my obligations under this Loan and to confirm
your lien status on any Property.  Time
is of the essence.



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21.                               CREDIT
INFORMATION.  I
agree to supply you with whatever information you reasonably request.  You will make requests for this information
without undue frequency, and will give me reasonable time in which to supply
the information.


22.                               ERRORS AND
OMISSIONS.  I
agree, if requested by you, to fully cooperate in the correction, if necessary,
in the reasonable discretion of you of any and all loan closing documents so
that all documents accurately describe the loan between you and me.  I agree to assume all costs including by way
of illustration and not limitation, actual expenses, legal fees and marketing
losses for failing to reasonably comply with your requests within thirty (30)
days.


CONFESSION OF
JUDGEMENT.  If I default, I authorize any
attorney to appear in a court of record and confess judgment against me in
favor of you.  The confession of judgment
may be without process and for any amount for any amount due on this Note
including collection costs and reasonable attorneys’ fees.  This is in addition to other remedies.


23.                               SIGNATURES.  By signing, I agree to the terms contained in
this Note.  I also acknowledge receipt of
a copy of this Note.


BORROWER:


NOVA BIOFUELS
SENECA LLC


	
  By

  	
   

  	
  /s/ Dallas Neil

  	
   

  
	
   

  	
   

  	
  Dallas Neil, Manager

  



 


ACKNOWLEDGMENT.


(Business or Entity)


                       OF                                                                          OF                                                                 ss.


This instrument was
acknowledged before me this
                                 day
of              ,             by
Dallas Neil – Manager of NOVA BIOFUELS SENECA LLC a Limited Liability Company
on behalf of the Limited Liability Company.


	
  

  	
  My commission
  expires:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Notary Public)

  



 



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