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CONSTRUCTION 

LOAN AGREEMENT

THIS CONSTRUCTION LOAN AGREEMENT (“Agreement”) is made by
and between Private Capital Group, Inc., a Utah corporation, together with its
successors and assigns, “Lender”), and NorthCut Refining, LLC, a Wyoming limited
liability company (“Borrower”), who agree as follows:

ARTICLE 1 THE LOAN

1.1

General Information and Exhibits.  This Agreement
includes the Exhibits listed below all of which Exhibits are attached hereto and
made a part hereof for all purposes.  Borrower and Lender agree that if any
Exhibit to be attached to this Agreement contains blanks, the same shall be
completed correctly and in accordance with this Agreement prior to or at the
time of the execution and delivery thereof.

Exhibit “A”

-

Legal Description of the Land

Exhibit “B”

-

Basic Information

Exhibit “C”

-

Certain Conditions Precedent to the First Advance

Exhibit “D”

-

Budget

Exhibit “E”

-

Plans

Exhibit “F”

-

Advances

Exhibit “F-1”

-

Draw Request

Exhibit “G”

-

Survey Requirements

Exhibit “H”

-

List of Required Bonds

Exhibit “I”

-

Collateral

Exhibit “J”

-

Pipelines




The Exhibits contain other terms, provisions and conditions
applicable to the Loan.  This Agreement and the other Loan Documents, which
must be in form, detail and substance satisfactory to Lender, evidence the
agreements of Borrower and Lender with respect to the Loan.  Borrower shall
comply with all of the Loan Documents.

1.2

Definitions.  Capitalized terms used in this Agreement
shall have the meanings assigned to them below.

(a)

“Advance Termination Date” means January 31, 2008.

(b)

“Aggregate Cost” means Eleven Million Four Hundred Thirteen
Thousand Eight Hundred Fifty-Eight Dollars and Eighty-Two Cents
($11,413,858.82), as set forth in the Budget.

(c)

“Agreement” has the meaning set forth in the introductory
paragraph of this Agreement, and includes all exhibits attached hereto and
referenced in Section 1.1.

(d)

“Appraised Value” means Eighteen Million Dollars
($18,000,000).





(e)

“Basic Information” has the meaning set forth in Exhibit
“B” of this Agreement.

(f)

“Borrower” has the meaning set forth in the introductory
paragraph of this Agreement.

(g)

“Budget” means the budget and cost itemization for the
Project attached as Exhibit “D.”

(h)

“Completion Date” means six (6) months from the date of
Note execution.

(i)

“Construction Commencement Date” means August 1, 2007.

(j)

“Construction Consultant” means the construction
consultant, if any, engaged by Lender with respect to the Project.

(k)

“Deed of Trust” means the Deeds of Trust, Assignment of
Rents and Leases, Security Agreement and Financing Statement of even date
herewith, from the Borrower to a trustee for Lender’s benefit, securing
repayment of the Indebtedness and Borrower’s performance of its other
obligations to Lender under the Loan Documents, as amended, modified,
supplemented, restated and replaced from time to time.

(l)

“Default” has the meaning set forth in Section 4.1 of this
Agreement.

(m)

“Draw Request” means a properly completed and executed
written application by Borrower to Lender in the form of Exhibit “F-1”
(or in another form approved by Lender) setting forth the amount of Loan
proceeds desired, together with such schedules, affidavits, releases, waivers,
statements, invoices, bills and other documents, certificates and information as
Lender requires.

(n)

“Environmental Agreement” means the Environmental Indemnity
Agreement of even date herewith by and among Borrower, Guarantor and Lender.

(o)

“Excusable Delay” means a delay, not to exceed a total of
ten (10) days, caused by unusually adverse weather conditions which have not
been taken into account in the construction schedule, fire, earthquake or other
acts of God, strikes, lockouts, acts of public enemy, riots or insurrections or
any other unforeseen circumstances or events beyond the control of Borrower
(except financial circumstances or events or matters which may be resolved by
the payment of money), and as to which Borrower notifies Lender in writing
within five (5) days after such occurrence; provided, however, no Excusable
Delay shall extend the Completion Date or suspend or abate any obligation of
Borrower or any Guarantor or any other person to pay any money.

(p)

“Financial Statements” means (i) for each reporting party
other than an individual, a balance sheet, income statement, statements of cash
flow and amounts and sources 





of contingent liabilities, a reconciliation of changes in equity
and liquidity verification, and unless Lender otherwise consents, consolidated
and consolidating statements if the reporting party is a holding company or a
parent of a subsidiary entity; and (ii) for each reporting party who is an
individual, a balance sheet, statements of amount and sources of contingent
liabilities, sources and uses of cash and liquidity verification and, unless
Lender otherwise consents, Financial Statements for each entity owned or jointly
owned by the reporting party.  For purposes of this definition and any
covenant requiring the delivery of Financial Statements, each party for whom
Financial Statements are required is a “reporting party” and a specified period
to which the required Financial Statements relate is a “reporting period.”

(q)

“Guarantor” means Interline Resources Corporation, a Utah
corporation, whether one or more, and if more than one, each one individually or
all collectively.

(r)

“Improvements” means all on-site and off-site improvements
to the Land for an oil refinery, to be constructed on the Land, together with
all fixtures, tenant improvements, and appurtenances now or later to be located
on the Land and/or in such improvements to the existing Well Draw Gas Plant.

(s)

“Indebtedness” means any and all indebtedness to Lender
evidenced, governed or secured by, or arising under, any of the Loan
Documents.

(t)

“Interline” means Interline Resources Corporation, a Utah
corporation.

(u)

“Intended Use” means the intended use of the Plant which is
an operating refinery to maintain all necessary criteria to qualify for
non-road, locomotive or marine (“NRLM”) diesel fuel small refinery status with a
baseline capacity of 2,000 barrels per day of NRLM diesel fuel under 40 CFR Part
80 through May 31, 2014.

(v)

“Land” means the real property described in Exhibit
“A.”

(w)

“Lender” has the meaning set forth in the introductory
paragraph of this Agreement.

(x)

“Loan” means the loan by Lender to Borrower, in the maximum
amount of $11,500,000.  In the event the aggregate amount of the actual
costs incident to the Project are less than the aggregate amount specified in
the Budget, the maximum amount described above shall be reduced by the
difference between the aggregate amount specified in the Budget and the
aggregate amount of such actual costs.

(y)

“Loan Documents” means this Agreement (including all
exhibits), the Deeds of Trust on the Property, the Pipeline, the Note, the All
Asset Security Agreement, the Environmental Indemnity Agreement, the Guaranty
Agreement of Interline, Trust Deeds from Interline, financing statements, the
Budget, each Draw Request, any and all documents, instruments or agreements
executed and delivered to evidence, secure or in connection with all Letters of
Credit, and such other documents evidencing, securing or pertaining to the Loan
as shall, from time to time, be executed and/or delivered by Borrower,
Guarantor, or any other party to Lender pursuant to this Agreement, as they may
be amended, modified, restated, replaced and supplemented from time to time.

(z)

“Note” means the Promissory Note dated of even date
herewith executed by Borrower in the maximum principal amount of the Loan, as
amended, modified, replaced, restated, extended or renewed from time to
time.

(aa)

“Obligations” means all of Borrower’s obligations to Lender
under this Agreement or any of the other Loan Documents.

(bb)

“Permits or Government Permits” means all municipal, state
and federal government permits required to own and operate the Plant, property
and Pipelines for their Intended Uses.

(cc)

“Permitted Changes” means changes to the Plans or
Improvements, provided the cost of any single change or extra does not exceed
$100,000 and the aggregate amount of all such changes and extras (whether
positive or negative) does not exceed $10,000.

(dd)

“Plans” means the plans and specifications listed in
Exhibit “E” and all modifications thereof and additions thereto that are
included as part of the Plans in accordance with the terms of this
Agreement.

(ee)

“Pipeline” means the pipelines described on Exhibit
“J.”

(ff)

“Plant” means the refineries existing and to be constructed
on the Property.

(gg)

“Project” means the construction of the Improvements, and
if applicable, the leasing and operation of the Improvements on the Property and
the Well Draw Gas Plant on the Property.  

(hh)

“Property” means the Land, the Improvements and all other
property constituting the “Deed of Trust Property,” as described in the Deed of
Trust, or subject to a right, lien or security interest to secure the Loan
pursuant to any other Loan Document.

(ii)

“Survey” means a survey of the Property prepared in
accordance with reasonable survey practices.

(jj)

“Stored Materials Advance Limit” means $2,500,000.

(kk)

“Title Insurance” means the loan policy or policies of
title insurance issued to Lender by in an amount equal to the maximum principal
amount of the Loan, insuring the validity and priority of the Deed of Trust
encumbering the Land and Improvements for the benefit of Lender.

(ll)

“Title Insurer” means Charger Title Insurance Agency, Orem,
Utah.  

1.3

Purpose.  The proceeds of the Loan shall be used by
Borrower to pay (i) the cost of the construction of the Improvements on the Land
and (ii) other fees, costs and expenses relating to the Property if and to the
extent that such costs are specifically provided for in the Budget.

1.4

Commitment to Lend.  Borrower agrees to borrow from
Lender, and Lender agrees to make advances of Loan proceeds to Borrower, on the
terms and subject to the conditions set forth in this Agreement and Exhibit
“C” and Exhibit “F” attached to this Agreement.  Lender’s
commitment to lend shall expire and terminate (a) automatically on the Advance
Termination Date; (b) automatically if the Loan is prepaid in full; and (c)
automatically upon the occurrence of a Default. The Loan is not revolving.
 Any amount repaid may not be reborrowed.

1.5

Budget.  Loan funds are allocated to payment of the
costs of the Project shown in the “Loan Allocation” column of the Budget
attached to this Agreement as Exhibit “D.”  Borrower shall not amend
the Budget, or otherwise reallocate Loan funds from one Budget line item to
another, without the prior written approval of Lender.  Notwithstanding,
Borrower may amend the Budget, or otherwise reallocate Loan funds from one
Budget line item to another if (i) the amount does not exceed the lesser of two
percent (2%) of a line item or $10,000, (ii) Borrower promptly notifies Lender
of the amendment, and (iii) the aggregate amount of all amendments and
reallocations, without Lender approval, is less than $50,000.  The Budget
has been prepared by Borrower, and Borrower represents to Lender that the Budget
includes all costs incident to the Loan and the Project through the maturity
date of the Loan (collectively, the “Aggregate Cost”) after taking into account
the requirements of this Agreement, including “hard” and “soft” costs, fees and
expenses. Lender shall not be required to make (a) any advance for any cost not
set forth in the Budget, (b) any advance from any line item in the Budget that,
when added to all prior advances from that line item, would exceed the lesser of
(i) the actual cost incurred by Borrower for such line item, or (ii) the sum
shown in the “Loan Allocation” column in the Budget for such line item, (c) any
advance from any contingency line item unless Lender consents to such advance in
its sole discretion, or (d) any advance to pay interest on the Loan if there is
sufficient undisbursed loan proceeds to pay such interest. Lender may make
advances from any line item in the Budget for purposes other than those for
which amounts are initially allocated to such line item, or may change the
relative amounts allocated to particular line items in the Budget, all as Lender
in its sole discretion deems necessary or advisable.

1.6

Collateral.  Borrower hereby pledges a security
interest to Lender in all of the Collateral specifically identified on
Exhibit “J.”  Lender is authorized, with Borrower’s power of
attorney, to execute any and all documents in Borrower’s name to perfect a
security interest in the Collateral described on Exhibit “I.”

ARTICLE 2 ADDITIONAL COVENANTS AND AGREEMENTS

2.1

Construction of the Improvements.  Borrower shall
commence construction of the Improvements on or before the Construction
Commencement Date, and shall prosecute the construction of the Improvements with
diligence and continuity, in a good and workmanlike manner, and in accordance
with sound building and engineering practices, all applicable laws and
governmental requirements, the Plans and the Loan Documents.  Borrower
shall not permit cessation of work for a period in excess of ten (10) days
(whether or not consecutive), except for Excusable Delays.  Borrower shall
complete construction of the Improvements free and clear of all liens (except
liens created by the Loan Documents), and shall obtain a certificate of
occupancy and all other permits, licenses and approvals from all applicable
governmental authorities required for the occupancy, use and operation of the
Improvements, in each case satisfactory to Lender, on or before the Completion
Date.  Borrower shall promptly correct (a) any material defect in the
Improvements, (b) any material departure from the Plans, law or governmental
requirements, or (c) any encroachment by any Improvements or structure on any
building setback line, easement, property line or restricted area.

2.2

Plans and Changes.  No construction shall be
undertaken on the Land except as shown in the Plans.  Borrower assumes full
responsibility for the compliance of the Plans and the Property with all laws,
governmental requirements and sound building and engineering practices.  No
plans or specifications, or any changes thereto, shall be included as part of
the Plans until approved by Lender, its Construction Consultant, if any, all
applicable governmental authorities, and all other parties required under the
Loan Documents.  Without Lender’s prior written consent, Borrower shall not
change or modify the Plans, agree to any change order, or allow any extras to
any contractor or any subcontractor, except that Borrower may make Permitted
Changes if: (a) Borrower notifies Lender in writing of the change or extra with
appropriate supporting documentation and information; (b) the structural
integrity, quality and standard of workmanship of the Improvements is not
impaired by such change or extra; (c) no substantial change in function of the
Plant is effected by such change or extra; (d) no default in any obligation to
any person or violation of any law or governmental requirement would result from
such change or extra; (e) Borrower covers any excess cost resulting from the
change or extra, unless Lender agrees in writing to advance money from the Loan
for the change; and (f) completion of the Improvements by the Completion Date
will not be affected.  Lender shall not be obligated to review a proposed
change unless it has received all documents necessary to review such change,
including the change order, cost estimates, plans and specifications, and
evidence that all required approvals other than that of Lender have been
obtained.

2.3

Contracts.  Borrower has provided to Lender true and
correct copies of all material contacts.  Without Lender’s prior written
approval as to parties, terms, and all other matters, Borrower shall not, after
the closing of this Loan (a) enter into any material contract (hereinafter
defined) for the performance of any work or the supplying of any labor,
materials or services for the design or construction of the Improvements, (b)
enter into any management, leasing, maintenance or other contract pertaining to
the Property not described in clause (a) that is not unconditionally terminable
by Borrower or any successor owner without penalty or payment on not more than
thirty (30) days notice to the other party thereunder, or (c) modify, amend, or
terminate any such contracts.  All such contracts shall provide that all
rights and liens of the applicable contractor, architect, engineer, supplier,
surveyor or other party and any right to remove removable Improvements are
subordinate to Lender’s rights and liens, shall require all subcontracts and
purchase orders to contain a provision subordinating the subcontractors’ and
mechanics’ and materialmen’s liens and any right to remove removable
Improvements to Lender’s rights and liens, and shall provide that no change
order shall be effective without the prior written consent of Lender, except for
change orders which implement Permitted Changes.  Borrower shall not
default under any contract, Borrower shall not permit any contract to terminate
by reason of any failure of Borrower to perform thereunder, and Borrower shall
promptly notify Lender of any default thereunder.  Borrower will deliver to
Lender, upon request of Lender, the names and addresses of all persons or
entities with whom each contractor has entered into a material contract or
intends to enter into a material contract for the construction of the
Improvements or for the furnishing of labor or materials therefor.  With
respect to contracts for the performance of any work or the supplying of any
labor, materials or services, a “material” contract is one which exceeds $50,000
in total price.

2.4

Assignment of Contracts and Plans.  As additional
security for the Obligations, Borrower hereby transfers and assigns to Lender
all of Borrower’s right, title and interest, but not its liability, in, under,
and to all construction, architectural and design contracts, and the Plans, and
agrees that all of the same are covered by the security agreement provisions of
the Deed of Trust.  Borrower agrees to deliver to Lender from time to time
upon Lender’s request such consents to the foregoing assignment from parties
contracting with Borrower as Lender may require. Neither this assignment nor any
action by Lender shall constitute an assumption by Lender of any obligation
under any contract or with respect to the Plans, Borrower hereby agrees to
perform all of its obligations under any contract, and Borrower shall continue
to be liable for all obligations of Borrower with respect thereto.  Lender
shall have the right at any time (but shall have no obligation) to take in its
name or in the name of Borrower such action as Lender may determine to be
necessary to cure any default under any contract or with respect to the Plans or
to protect the rights of Borrower or Lender with respect thereto.  As
additional security for the Obligations, Borrower irrevocably constitutes and
appoints Lender or any officer of Lender as Borrower’s attorney-in-fact, which
power of attorney forms a part of this Agreement and is coupled with an interest
and irrevocable, to enforce in Borrower’s name or in Lender’s name all rights of
Borrower under any contract or with respect to the Plans.  Any authority
under this foregoing power of attorney may be exercised for Lender’s benefit and
need not be exercised for Borrower’s best interest.  Lender shall incur no
liability if any action so taken by it or on its behalf shall prove to be
inadequate or invalid.  Borrower indemnifies and holds Lender harmless
against and from any loss, cost, liability or expense (including, but not
limited to, consultants’ fees and expenses and attorneys’ fees and expenses)
incurred in connection with Borrower’s failure to perform such contracts or any
action taken by Lender.  Lender may use the Plans for any purpose relating
to the Improvements.  Borrower represents and warrants to Lender that the
copy of any contract furnished or to be furnished to Lender is and shall be a
true and complete copy thereof, that the copies of the Plans delivered to Lender
are and shall be true and complete copies of the Plans, that there have been no
modifications thereof which are not fully set forth in the copies delivered, and
that Borrower’s interest therein is not subject to any claim, setoff, or
encumbrance.

2.5

Storage of Materials.  Borrower shall cause all
materials supplied for, or intended to be utilized in the construction of the
Improvements, but not yet affixed to or incorporated into the Improvements or
the Land, to be stored on the Land with adequate safeguards to prevent loss,
theft, damage or commingling with materials for other projects.  Borrower
may order materials for delivery more than forty-five (45) days prior to the
scheduled incorporation of such materials into the Improvements.
 Notwithstanding, Borrower shall not request an advance of funds and Lender
shall not be required to advance funds for materials for delivery more than
forty-five (45) days prior to the scheduled incorporation of such materials into
the Improvements.

2.6

Construction Consultant.  Lender may retain the
services of a Construction Consultant, whose duties may include, among others,
reviewing the Plans and any proposed changes to the Plans, performing
construction cost analyses, observing work in place and reviewing Draw Requests.
The duties of Construction Consultant run solely to Lender, and Construction
Consultant shall have no obligations or responsibilities whatsoever to Borrower,
Borrower’s architect, engineer, contractor or any of their agents or employees.
 Unless prohibited by applicable law, all fees, costs, and expenses of
Construction Consultant shall be paid by Borrower.  Borrower shall
cooperate with Construction Consultant and will furnish to Construction
Consultant such information and other material as Construction Consultant
considers necessary or useful in performing its duties.

2.7

Inspection.  Lender and its agents, including
Construction Consultant, may enter upon the Property to inspect the Property,
the Project and any materials at any reasonable time, unless Lender deems such
inspection is of an emergency nature, in which event Borrower shall provide
Lender with immediate access to the Property.  Borrower will furnish to
Lender and its agents, including Construction Consultant, for inspection and
copying, all Plans, shop drawings, specifications, books and records, and other
documents and information that Lender may request from time to time.

2.8

Notice to Lender.  Borrower shall promptly within five
(5) days after the occurrence of any of the following events, notify Lender in
writing thereof, specifying in each case the action Borrower has taken or will
take with respect thereto:  (a) any violation of any law or governmental
requirement; (b) any litigation, arbitration or governmental investigation or
proceeding instituted or threatened against Borrower or any Guarantor or the
Property, and any material development therein; (c) any actual or threatened
condemnation of any portion of the Property, any negotiations with respect to
any such taking, or any loss of or substantial damage to the Property; (d) any
labor controversy pending or threatened against Borrower or any contractor, and
any material development in any labor controversy; (e) any notice received by
Borrower with respect to the cancellation, alteration or non-renewal of any
insurance coverage maintained with respect to the Property; (f) any failure by
Borrower or any contractor, subcontractor or supplier to perform any material
obligation under any construction contract, any event or condition which would
permit termination of a construction contract or suspension of work thereunder,
or any notice given by Borrower or any contractor with respect to any of the
foregoing; (g) any lien filed against the Property or any stop notice served on
Borrower in connection with construction of the Improvements; or (h) any
required permit, license, certificate or approval with respect to the Property
lapses or ceases to be in full force and effect.

2.9

Financial Statements.  Borrower shall deliver to
Lender the Financial Statements and other statements and information at the
times and for the periods described in (a) the Basic Information, Exhibit
“B,” and (b) any other Loan Document, and Borrower shall deliver to Lender
from time to time such additional financial statements and information as Lender
may at any time request. Borrower will make all of its books, records and
accounts available to Lender and its representatives at the Property upon
request and will permit them to review and copy the same. Borrower shall
promptly notify Lender of any material adverse change in the financial condition
of Borrower and, if known by Borrower, Guarantor, or in the construction
progress of the Improvements.

2.10

Other Information.  Borrower shall furnish to Lender
from time to time upon Lender’s request (i) copies of all subcontracts entered
into by contractors or subcontractors and the names and addresses of all persons
or entities with whom Borrower or any contractor has contracted or intends to
contract for the construction of the Improvements or the furnishing of labor or
materials in connection therewith; (ii) copies of all contracts, bills of sale,
statements, receipts or other documents under which Borrower claims title to any
materials, fixtures or articles of personal property incorporated or to be
incorporated into the Improvements or subject to the lien of the Deed of Trust;
(iii) a list of all unpaid bills for labor and materials with respect to
construction of the Improvements and copies of all invoices therefor; (iv)
budgets of Borrower and revisions thereof showing the estimated costs and
expenses to be incurred in connection with the completion of construction of the
Improvements; (v) current or updated detailed Project schedules or construction
schedules; and (vi) such other information relating to Borrower, Guarantor, the
Improvements, the Property, or any indemnitor or other person or party connected
with Borrower, the Loan, the construction of the Improvements or any security
for the Loan.

2.11

Reports and Testing.  Borrower shall (a) promptly
deliver to Lender copies of all reports, studies, inspections and tests made on
the Land, the Improvements or any materials to be incorporated into the
Improvements; (b) make such additional tests on the Land, the Improvements or
any materials to be incorporated into the Improvements as Lender reasonably
requires. Borrower shall immediately notify Lender of any report, study,
inspection or test that indicates any adverse condition relating to the Land,
the Improvements or any such materials.

2.12

Appraisal.  Lender may obtain from time to time, an
appraisal of all or any part of the Property prepared in accordance with written
instructions from Lender by a third-party appraiser engaged directly by Lender.
 Each such appraiser and appraisal shall be satisfactory to Lender
(including satisfaction of applicable regulatory requirements).  The cost
of any such appraisal shall be borne by Borrower if such appraisal is the first
appraisal in any calendar year and in all events if Lender obtains such
appraisal after the occurrence of a Default, and such cost is due and payable by
Borrower on demand and shall be secured by the Loan Documents.

2.13

Payment of Withholding Taxes.  Borrower shall not use,
or knowingly permit any contractor or subcontractor to use, any portion of the
proceeds of any Loan advance to pay the wages of employees unless a portion of
the proceeds or other funds are also used to make timely payment to or deposit
with (a) the United States of all amounts of tax required to be deducted and
withheld with respect to such wages under the Internal Revenue Code, and (b) any
state and/or local governmental authority or agency having jurisdiction of all
amounts of tax required to be deducted and withheld with respect to such wages
under any applicable state and/or local laws.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

To induce Lender to make the Loan, Borrower hereby represents and
warrants to Lender that except as otherwise disclosed to Lender in writing (a)
Borrower has complied with any and all laws and regulations concerning its
organization, existence and the transaction of its business, and has the right
and power to own the Property and to develop the Improvements as contemplated in
this Agreement and the other Loan Documents; (b) Borrower is authorized to
execute, deliver and perform all of its obligations under the Loan Documents;
(c) the Loan Documents are valid and binding obligations of Borrower; (d)
Borrower is not in violation of any law, regulation or ordinance, or any order
of any court or governmental authority, and no provision of the Loan Documents
violates any applicable law, any covenants or restrictions affecting the
Property, any order of any court or governmental authority or any contract or
agreement binding on Borrower or the Property; (e) to the extent required by
applicable law, Borrower and Guarantor have filed all necessary tax returns and
reports and have paid all taxes and governmental charges thereby shown to be
owing; (f) the Plans are complete in all material respects, contain all
necessary detail and are adequate for construction of the Improvements, are
satisfactory to Borrower, have been approved by all applicable governmental
authorities, have been accepted by each contractor, and comply with the Loan
Documents and all applicable laws, restrictive covenants, and governmental
requirements, rules, and regulations; (g) the Land is not part of a larger tract
of land owned by Borrower or any of its affiliates or any Guarantor, is not
otherwise included under any unity of title or similar covenant with other lands
not encumbered by the Deed of Trust, and constitutes a separate tax lot or lots
with a separate tax assessment or assessments for the Land and Improvements,
independent of those for any other lands or improvements; (h) the Land and
Improvements comply with all laws and governmental requirements, including all
subdivision and platting requirements, without reliance on any adjoining or
neighboring property; (i) the Plans do, and the Improvements when constructed
will, comply with all legal requirements regarding access and facilities for
handicapped or disabled persons; (j) Borrower has not directly or indirectly
conveyed, assigned or otherwise disposed of or transferred (or agreed to do so)
any development rights, air rights or other similar rights, privileges or
attributes with respect to the Property, including those arising under any
zoning or land use ordinance or other law or governmental requirement; (k) the
construction schedule for the Project is realistic and the Completion Date is a
reasonable estimate of the time required to complete the Project; (l) the
Financial Statements delivered to Lender are true, correct, and complete in all
material respects, and there has been no material change of Borrower’s or
Guarantor’s financial condition from the financial condition of Borrower or
Guarantor (as the case may be) indicated in such Financial Statements; (m) all
utility services necessary for the development of the Land and the construction
of the Improvements and the operation thereof for their intended purpose are
available at the boundaries of the Land, including electric and natural gas
facilities, telephone service, water supply, storm and sanitary sewer
facilities; (n) Borrower has all rights of way necessary to access the Property
and Plant for its Intended Use as a refinery; (o) Borrower has all rights of way
and Government Permits to access, build and run the Pipelines; and the existing
Plant and the Plant under construction for the Intended Use;  (p) Borrower
has sufficient water rights and water to build and run the Property, the Project
and the Pipelines; (q) except as otherwise provided for in the Loan Documents,
the Borrower has made no contract or arrangement of any kind the performance of
which by the other party thereto would give rise to a lien on the Property; (r)
the current and anticipated use of the Property complies with all applicable
zoning ordinances, regulations and restrictive covenants affecting the Land
without the existence of any variance, non-complying use, nonconforming use or
other special exception, all use restrictions of any governmental authority
having jurisdiction have been satisfied, and no violation of any law or
regulation exists with respect thereto; (s) attached hereto as Exhibit
“H” is a list of all bonds required in connection with completion of the
Improvements, and to the best of Borrower’s knowledge, no other bonds or other
security are currently required or will be required prior to completion of the
Improvements; and (t) the Borrower shall by April 30, 2008 obtain all
operating Permits to operate the Plant for its Intended Use; (u) the Borrower
shall by April 30, 2008 obtain and deliver a Phase I environmental report on the
Property in a form and from a company acceptable to Lender; (v) take all action
reasonably required to file for all operating permits for the Plant’s Intended
Use so the permits will be issued by April 30, 2008; (x) Borrower has a written
contract with Interline Resources Corporation and its affiliates that it has
full access to all of Interline Resources Corporation and its affiliates’
Pipelines and neither Borrower nor Lender have any costs or expenses associated
with the use of the Pipelines; (y) on or before February 1, 2008, Borrower shall
cause Interline Resources Corporation to provide evidence of good title, to the
sole satisfaction of Lender, to the Pipeline and cause Interline Resources
Corporation to pledge the Pipeline to Lender as security for Guaranty; (z)
Borrower has obtained the necessary Government Permits for constructing the
Plant and will by April 30, 2008 obtain the necessary Government Permits for
operating the Plant for its Intended Use and such Government Permits will
authorize operation of all equipment at the Plant and enable the Plant to refine
crude oil and/or condensates that are reasonably available; (aa) the Plant will
be capable of producing saleable grades and quantities of naphthalene and diesel
(for nonroad engines) under the current construction permits and operating
permit(s) that will be obtained by April 30, 2008; (bb) Borrower will obtain all
necessary safety, environmental and operations training for personnel operating
the Plant; (cc) Borrower will generate and update all necessary plans and
protocols for emergency planning, prevention, response and reporting
requirements; (dd) Borrower will submit all necessary reports and notifications
to federal, state and local authorities for normal operations as well as
accidents and emergencies at the Plant; (ee) Borrower has met and will maintain
all necessary criteria to qualify for (“NRLM”) diesel fuel small refinery status
with a baseline capacity of 4,000 barrels per day of crude oil and/or condensate
under 40 C.F.R. Part 80 through May 31, 2014; (ff) there is no pending or
threatened litigation regarding environmental conditions on the Land or at the
Plant; (gg) the Plant has adequate storage facilities and commercial outlets for
all products and by-products, including but not limited to, naphthalene, diesel
and reduced crude to continuously operate the Plant at the baseline capacity for
its Intended Use; (hh) Borrower has necessary registrations, permits and
management plans for handling all waste materials generated at the Plant; (ii)
there are no conditions on the Land or at the Plant that require remediation or
notification of federal, state or local authorities; (jj) Borrower will satisfy
any financial assurances required under the Government Permits; and (kk) the
Land is not subject to any environmental liens or institutional controls.

ARTICLE 4 DEFAULT AND REMEDIES

4.1

Events of Default.  The occurrence of any one of the
following shall be a default under this Agreement (“Default”): (a) any of the
Indebtedness is not paid when due, whether on the scheduled due date or upon
acceleration, maturity or otherwise; (b) any covenant, agreement, condition,
representation or warranty in this Agreement (other than covenants to pay the
Indebtedness and other than Defaults expressly listed in this Section 4.1) is
not fully and timely performed, observed or kept; (c) the occurrence of a
Default under any other Loan Document (taking into account any applicable notice
and cure period set forth in such Loan Document); (d) construction of the
Improvements ceases for more than ten (10) days (whether or not consecutive)
except for Excusable Delays; (e) the construction of the Improvements, or any
materials for which an advance has been requested, fails to comply with the
Plans, the Loan Documents, any laws or governmental requirements, or any
applicable restrictive covenants; (f) Borrower fails to satisfy any condition
precedent to the obligation of Lender to make an advance; (g) construction of
the Improvements is abandoned, Lender determines that construction of the
Improvements in accordance with this Agreement will not be completed on or
before the Completion Date, or Borrower fails to complete construction of the
Improvements (and obtain all applicable permits, licenses, certificates and
approvals) in accordance with this Agreement on or before the Completion Date;
(h) any required permit, license, certificate or approval with respect to the
Property lapses or ceases to be in full force and effect; (i) construction is
enjoined or Borrower or Lender is enjoined or prohibited from performing any of
its respective obligations under any of the Loan Documents; (j) Borrower enters
into any lease of part or all of the Property which does not comply with the
Loan Documents; (k) a lien for the performance of work or the supply of
materials which is established against the Property, or any stop notice served
on Borrower, the general contractor or Lender, remains unsatisfied or unbonded
for a period of twenty (20) days after the date of filing or service; (l) the
occurrence of any condition or situation which, in the sole determination of
Lender, constitutes a danger to or impairment of the Property or the lien of the
Deed of Trust, if such condition or situation is not remedied within ten (10)
days after written notice to the Borrower thereof; (m) the entry of a judgment
against Borrower or any Guarantor or the issuance of any attachment,
sequestration, or similar writ levied upon any of its property which is not
discharged within a period of ten (10) days; (n) Lender determines that a
material adverse change has occurred in the financial condition of Borrower or
any Guarantor or in the condition of the Property; (o) access to any of the
Pipelines or the use thereof is impaired, delayed or denied; (p) any impairment
of the use of the water wells for the Property or any utility services of the
Property; (q) the insolvency of the Borrower or any Guarantor; (r)  the
failure to use the Plant for its Intended Use or have the Government permits to
run and operate the plant for its Intended Use or have the Government Permits to
own and operate the Plant for its Intended Use; and (s) a default occurs under
any other Loan Document which is not cured within any applicable notice and cure
period provided therein.

4.2

Remedies, Including Power of Attorney.  Upon a
Default, Lender at its election may (but shall not be obligated to), without
notice, do any one or more of the following: (a) terminate its commitment to
lend and any obligation to disburse any Borrower’s Deposit hereunder; (b)
terminate any obligation to extend any other credit to or for the account of
Borrower; (c) reduce any claim to judgment; (d) exercise any and all rights and
remedies afforded by this Agreement, the other Loan Documents, law, equity or
otherwise, including obtaining appointment of a receiver (to which Borrower
hereby consents) and/or judicial or nonjudicial foreclosure under the Deed of
Trust; (e) in its own name or in the name of Borrower, enter into possession of
the Property, perform all work necessary to complete construction of the
Improvements substantially in accordance with the Plans (as modified as deemed
necessary by Lender), the Loan Documents, and all applicable laws, governmental
requirements and restrictive covenants, and continue to employ Borrower’s
architect, engineer and any contractor pursuant to the applicable contracts or
otherwise; or (f) set-off and apply, to the extent thereof and to the maximum
extent permitted by law, any and all deposits, funds, or assets at any time held
and any and all other indebtedness at any time owing by Lender to or for the
credit or account of Borrower against any Indebtedness.

As additional security for the Obligations, Borrower hereby
appoints Lender or any officer of Lender as Borrower’s attorney-in-fact, which
power of attorney is irrevocable and coupled with an interest, with full power
of substitution, to do any of the following in Borrower’s name upon the
occurrence of a Default:  (i) use such sums as are necessary, including any
proceeds of the Loan, make such changes or corrections in the Plans, and employ
such architects, engineers, and contractors as may be required, or as Lender may
otherwise consider desirable, for the purpose of completing construction of the
Improvements substantially in accordance with the Plans (as modified as deemed
necessary by Lender), the Loan Documents, and all applicable laws, governmental
requirements and restrictive covenants; (ii) execute all applications and
certificates in the name of Borrower which may be required for completion of
construction of the Improvements; (iii) endorse the name of Borrower on any
checks or drafts representing proceeds of any insurance policies, or other
checks or instruments payable to Borrower with respect to the Property; (iv) do
every act with respect to the construction of the Improvements that Borrower may
do; (v) prosecute or defend any action or proceeding incident to the Property,
(vi) pay, settle, or compromise all bills and claims so as to clear title to the
Property; and (vii) take over and use all or any part of the labor, materials,
supplies and equipment contracted for, owned by, or under the control of
Borrower, whether or not previously incorporated into the Improvements.
 Any authority exercised under the foregoing power of attorney may be
exercised for Lender’s benefit and need not be exercised for Borrower’s best
interest.  Any amounts expended by Lender to construct or complete the
Improvements or in connection with the exercise of its remedies herein shall be
deemed to have been advanced to Borrower hereunder as a demand obligation owing
by Borrower to Lender and shall constitute a portion of the Indebtedness,
regardless of whether such amounts exceed any limits for Indebtedness otherwise
set forth herein.  Lender shall have no liability to Borrower for the
sufficiency or adequacy of any such actions taken by Lender.

No delay or omission of Lender to exercise any right, power or
remedy accruing upon the happening of a Default shall impair any such right,
power or remedy or shall be construed to be a waiver of any such Default or any
acquiescence therein.  No delay or omission on the part of Lender to
exercise any option for acceleration of the maturity of the Indebtedness, or for
foreclosure of the Deed of Trust following any Default as aforesaid, or any
other option granted to Lender hereunder in any one or more instances, or the
acceptances by Lender of any partial payment on account of the Indebtedness,
shall constitute a waiver of any such Default, and each such option shall remain
continuously in full force and effect.  No remedy herein conferred upon or
reserved to Lender is intended to be exclusive of any other remedies provided
for in the Note or any of the other Loan Documents, and each and every such
remedy shall be cumulative, and shall be in addition to every other remedy given
hereunder, or under the Note or any of the other Loan Documents, or now or
hereafter existing at law or in equity or by statute.  Every right, power
and remedy given to Lender by this Agreement, the Note or any of the other Loan
Documents shall be concurrent, and may be pursued separately, successively or
together against Borrower, or the Property or any part thereof, or any personal
property granted as security under the Loan Documents, and every right, power
and remedy given by this Agreement, the Note or any of the other Loan Documents
may be exercised from time to time as often as may be deemed expedient by
Lender.

ARTICLE 5 GENERAL TERMS AND CONDITIONS

5.1

Lender’s Consent.  Except where otherwise expressly
provided in the Loan Documents, in any instance where the approval, consent or
the exercise of Lender’s judgment is required, the granting or denial of such
approval or consent and the exercise of such judgment shall be (a) within the
sole discretion of Lender; (b) deemed to have been given only by a specific
writing intended for the purpose given and executed by Lender; and (c) free from
any limitation or requirement of reasonableness.  Notwithstanding any
approvals or consents by Lender, Lender has no obligation or responsibility
whatsoever for the adequacy, form or content of the Plans, the Budget, any
contract, any change order, any lease, or any other matter incident to the
Property or the construction of the Improvements.  Lender’s acceptance of
an assignment of the Plans shall not constitute approval of the Plans.  Any
inspection or audit of the Property or the books and records of Borrower, or the
procuring of documents and financial and other information, by or on behalf of
Lender shall be for Lender’s protection only, and shall not constitute an
assumption of responsibility to Borrower or anyone else with regard to the
condition, construction, maintenance or operation of the Property, or relieve
Borrower of any of Borrower’s obligations.  Borrower has selected all
surveyors, architects, engineers, contractors, materialmen and all other persons
or entities furnishing services or materials to the Project.  Lender has no
duty to supervise or to inspect the Property or the construction of the
Improvements nor any duty of care to Borrower or any other person to protect
against, or inform Borrower or any other person of the existence of, negligent,
faulty, inadequate or defective design or construction of the Improvements.
 Lender shall not be liable or responsible for, and Borrower shall
indemnify Lender for, from and against any claim, action, loss or cost
(including attorney’s fees and costs) arising from or relating to (i) any defect
in the Property or the Improvements, (ii) the performance or default of
Borrower, Borrower’s surveyors, architects, engineers, contractors, the
Construction Consultant, or any other person, (iii) any failure to construct,
complete, protect or insure the Improvements, (iv) the payment of costs of
labor, materials, or services supplied for the construction of the Improvements,
or (v) the performance of any obligation of Borrower whatsoever.  Nothing,
including any advance or acceptance of any document or instrument, shall be
construed as a representation or warranty, express or implied, to any party by
Lender.  Inspection shall not constitute an acknowledgment or
representation by Lender or the Construction Consultant that there has been or
will be compliance with the Plans, the Loan Documents, or applicable laws,
governmental requirements and restrictive covenants, or that the construction is
free from defective materials or workmanship.  Inspection, whether or not
followed by notice of Default, shall not constitute a waiver of any Default then
existing, or a waiver of Lender’s right thereafter to insist that the
Improvements be constructed in accordance with the Plans, the Loan Documents,
and all applicable laws, governmental requirements and restrictive covenants.
 Lender’s failure to inspect shall not constitute a waiver of any of
Lender’s rights under the Loan Documents or at law or in equity.

5.2

Miscellaneous.  This Agreement may be executed in
several counterparts, all of which are identical, and all of which counterparts
together shall constitute one and the same instrument.  The Loan Documents
are for the sole benefit of Lender and Borrower and are not for the benefit of
any third party.  A determination that any provision of this Agreement is
unenforceable or invalid shall not affect the enforceability or validity of any
other provision and the determination that the application of any provision of
this Agreement to any person or circumstance is illegal or unenforceable shall
not affect the enforceability or validity of such provision as it may apply to
other persons, entities or circumstances.  Time shall be of the essence
with respect to Borrower’s obligations under the Loan Documents.  This
Agreement, and its validity, enforcement and interpretation, shall be governed
by Utah law (without regard to any conflict of laws principles) and applicable
United States federal law.

5.3

Notices.  All notices, requests, consents, demands and
other communications required or which any party desires to give under this
Agreement or any other Loan Document shall be in writing and, unless and to the
extent otherwise specifically provided in such other Loan Document or
specifically required by applicable law, shall be deemed sufficiently given or
furnished if delivered by personal delivery, by courier, by registered or
certified United States mail, postage prepaid, or by facsimile (with a
confirmatory duplicate copy sent by first class United States mail), addressed
to the party to whom directed at the addresses set forth at the end of this
Agreement (unless changed by similar notice in writing given by the particular
party whose address is to be changed). Any such notice or communication shall be
deemed to have been given either at the time of personal delivery or, in the
case of courier or mail, as of the date of first attempted delivery at the
address and in the manner provided herein, or, in the case of facsimile, upon
receipt; provided, however, that service of a notice required by any applicable
statute or rule of court shall be considered complete when the requirements of
that statute are met.  Notwithstanding the foregoing, no notice of change
of address shall be effective except upon actual receipt.  This Section
shall not be construed in any way to affect or impair any waiver of notice or
demand provided in any Loan Document or to require giving of notice or demand to
or upon any person in any situation or for any reason.

5.4

Successors and Assigns.  This Agreement shall be
binding upon Borrower, and Borrower’s heirs, devisees, representatives,
successors and assigns, and shall inure to the benefit of Lender and its
successors and assigns; provided, however, that Borrower shall not assign,
transfer or encumber its rights or obligations under any Loan Document, or any
proceeds of the Loan, or its interest in the Property without the prior written
consent of Lender.

5.5

Sale/Assignment of Loan.  Lender may sell or offer to
sell the Loan or interests therein to one or more assignees or participants.
 Lender may disseminate any information it now has or hereafter obtains
pertaining to the Loan, including any security for the Loan and credit or other
information on the Project, Borrower, any of Borrower’s principals and any
Guarantor, to any actual or prospective assignee or participant to any
regulatory body having jurisdiction over Lender and to any other parties as
necessary or appropriate in Lender’s reasonable judgment.  Borrower shall
execute, acknowledge, and deliver any and all instruments reasonably requested
by Lender in connection therewith, and to the extent, if any, specified in any
such assignment or participation, such assignee(s) or participant(s) shall have
the rights and benefits with respect to the Loan Documents as such person(s)
would have if such person(s) were Lender hereunder.

5.6

Modification or Termination.  The Loan Documents may
only be modified or terminated by a written instrument or instruments intended
for that purpose and executed by the party against which enforcement thereof is
asserted.  This Agreement shall continue in full force and effect until the
Indebtedness is paid in full and all of Lender’s obligations under this
Agreement are terminated; and all representations and warranties and all
provisions herein for indemnity of Lender (and any other provisions herein
specified to survive) shall survive payment in full of the Indebtedness and any
release or termination of this Agreement or of any other Loan Documents.

5.7

Costs and Expenses.  Without limiting any Loan
Document and to the extent not prohibited by applicable laws, Borrower shall pay
when due, shall reimburse to Lender on demand and shall indemnify Lender from,
all out-of-pocket fees, costs, and expenses paid or incurred by Lender in
connection with the negotiation, preparation and execution of this Agreement and
the other Loan Documents (and any amendments, approvals, consents, waivers and
releases requested, required, proposed or done from time to time), or in
connection with the disbursement, administration or collection of the Loan or
the enforcement of the obligations of Borrower or the exercise of any right or
remedy of Lender, including (a) all fees and expenses of Lender’s in-house and
outside legal counsel; (b) fees and charges of each Construction Consultant, if
any, inspector and engineer; (c) appraisal, re-appraisal and survey costs; (d)
title insurance charges and premiums; (e) title search or examination costs,
including abstracts, abstractors’ certificates and uniform commercial code
searches; (f) judgment and tax lien searches for Borrower and each Guarantor;
(g) escrow fees; (h) fees and costs of environmental investigations site
assessments and remediations; (i) recordation taxes, documentary taxes, transfer
taxes and mortgage taxes; (j) filing and recording fees; and (k) loan brokerage
fees.  Borrower shall pay all costs and expenses incurred by Lender,
including attorneys’ fees, if the obligations or any part thereof are sought to
be collected by or through an attorney at law, whether or not involving probate,
appellate, administrative or bankruptcy proceedings.  Borrower shall pay
all costs and expenses of complying with the Loan Documents, whether or not such
costs and expenses are included in the Budget.  Borrower’s obligations
under this Section shall survive the delivery of the Loan Documents, the making
of advances, the payment in full of the obligations, the release or reconveyance
of any of the Loan Documents, the foreclosure of the Deed of Trust or conveyance
in lieu of foreclosure, any bankruptcy or other debtor relief proceeding, and
any other event whatsoever.

5.8

Further Assurances.  Borrower will, upon Lender’s
request, (a) promptly correct any defect, error or omission in any Loan
Document; (b) execute, acknowledge, deliver, procure, record or file such
further instruments and do such further acts as Lender deems necessary,
desirable or proper to carry out the purposes of the Loan Documents and to
identify and subject to the liens and security interest of the Loan Documents
any property intended to be covered thereby, including any renewals, additions,
substitutions, replacements, or appurtenances to the Property; (c) execute,
acknowledge, deliver, procure, file or record any document or instrument Lender
deems necessary, desirable, or proper to protect the liens or the security
interest under the Loan Documents against the rights or interests of third
persons; and (d) provide such certificates, documents, reports, information,
affidavits and other instruments and do such further acts deemed necessary,
desirable or proper by Lender to comply with the requirements of any agency
having jurisdiction over Lender.

5.9

Inducement to Lender.  The representations and
warranties contained in this Agreement and the other Loan Documents (a) are made
to induce Lender to make the Loan and extend any other credit to or for the
account of the Borrower pursuant hereto, and Lender is relying thereon, and will
continue to rely thereon, and (b) shall survive any bankruptcy proceedings
involving Borrower, Guarantor or the Property, foreclosure, or conveyance in
lieu of foreclosure.

5.10

Forum.  Borrower hereby irrevocably submits generally
and unconditionally for itself and in respect of its property to the
jurisdiction of any state court, or any United States federal court, sitting in
Utah and to the jurisdiction of any state court or any United States federal
court, sitting in the state in which any of the Property is located, over any
suit, action or proceeding arising out of or relating to this Agreement or the
Indebtedness.  Borrower hereby irrevocably waives, to the fullest extent
permitted by law, any objection that Borrower may now or hereafter have to the
laying of venue in any such court and any claim that any such court is an
inconvenient forum.  Borrower hereby agrees and consents that, in addition
to any methods of service or process provided for under applicable law, all
service of process in any such suit, action or proceeding in any state court, or
any United States federal court, sitting in Utah may be made by certified or
registered mail, return receipt requested, directed to Borrower at its address
for notice stated in the Loan Documents, or at a subsequent address of which
Lender received actual notice from Borrower in accordance with the Loan
Documents, and service so made shall be complete five (5) days after the same
shall have been so mailed.  Nothing herein shall affect the right of Lender
to serve process in any manner permitted by law or limit the right of Lender to
bring proceedings against Borrower in any other court or jurisdiction.

5.11

Interpretation.  References to “Dollars,” “$,”
“money,” “payments” or other similar financial or monetary terms are references
to lawful money of the United States of America.  References to Articles,
Sections, and Exhibits are, unless specified otherwise, references to articles,
sections and exhibits of this Agreement.  Words of any gender shall include
each other gender.  Words in the singular shall include the plural and
words in the plural shall include the singular.  References to Borrower or
Guarantor shall mean, each person comprising same, jointly and severally.
 References to persons shall include both natural persons and any legal
entities, including public or governmental bodies, agencies or
instrumentalities.  Unless otherwise specified herein, all references to
“business days” for the purpose of calculating time periods shall be based upon
business days during which the Lender is open for business operation, excluding
Saturdays and Sundays.  The words “herein,” “hereof,” “hereunder” and other
similar compounds of the word “here” shall refer to this entire Agreement
(including the attached exhibits) and not to any particular provision or
section.  The words “include” and “including” shall be interpreted as if
followed by the words “without limitation.”  Captions and headings in the
Loan Documents are for convenience only and shall not affect the construction of
the Loan Documents.

5.12

No Partnership, etc.  The relationship between Lender
and Borrower is solely that of lender and borrower.  Lender has no
fiduciary or other special relationship with or duty to Borrower and none is
created by the Loan Documents.  Nothing contained in the Loan Documents,
and no action taken or omitted pursuant to the Loan Documents, is intended or
shall be construed to create any partnership, joint venture, association, or
special relationship between Borrower and Lender or in any way make Lender a
co-principal with Borrower with reference to the Project, the Property or
otherwise.  In no event shall Lender’s rights and interests under the Loan
Documents be construed to give Lender the right to control, or be deemed to
indicate that Lender is in control of, the business, properties, management or
operations of Borrower.

5.13

Records.  The unpaid amount of the Loan and the amount
of any other credit extended by Lender to or for the account of Borrower set
forth on the books and records of Lender shall be presumptive evidence of the
amount thereof owing and unpaid, but failure to record any such amount on
Lender’s books and records shall not limit or affect the obligations of Borrower
under the Loan Documents to make payments on the Loan when due.

5.14

Entire Agreement.  The Loan Documents constitute the
entire understanding and agreement between Borrower and Lender with respect to
the transactions arising in connection with the Loan, and supersede all prior
written or oral understandings and agreements between Borrower and Lender with
respect to the matters addressed in the Loan Documents.  In particular, and
without limitation, the terms of any commitment by Lender to make the Loan are
merged into the Loan Documents.  Lender has not made any commitments to
extend the term of the Loan past its stated maturity date or to provide Borrower
with financing except as set forth in the Loan Documents.  Except as
incorporated in writing into the Loan Documents, there are not, and were not,
and no persons are or were authorized by Lender to make, any representations,
understandings, stipulations, agreements or promises, oral or written, with
respect to the matters addressed in the Loan Documents.

5.15

Reservations of Rights.  Nothing in this Agreement
shall be deemed to (i) limit the applicability of any otherwise applicable
statutes of limitation or repose and any waivers contained in this Agreement; or
(ii) be a waiver by Lender of the protection afforded to it by 12 U.S.C. Sec. 91
or any substantially equivalent state law; or (iii) limit the right of Lender
(A) to exercise self help remedies such as (but not limited to) setoff, or (B)
to foreclose against any real or personal property collateral, or (C) to obtain
from a court provisional or ancillary remedies such as (but not limited to)
injunctive relief or the appointment of a receiver.  Lender may exercise
such self help rights, foreclose upon such property, or obtain such provisional
or ancillary remedies before, during or after the pendency of any arbitration
proceeding brought pursuant to this Agreement.  At Lender’s option,
foreclosure under a deed of trust may be accomplished by any of the following:
 the exercise of a power of sale under the deed of trust, or by judicial
sale under the deed of trust, or by judicial foreclosure.  Neither the
exercise of self help remedies nor the institution or maintenance of an action
for foreclosure or provisional or ancillary remedies shall constitute a waiver
of the right of any party, including the claimant in any such action, to
arbitrate the merits of the controversy or claim occasioning resort to such
remedies.  No provision in the Loan Documents regarding submission to
jurisdiction and/or venue in any court is intended or shall be construed to be
in derogation of the provisions in any Loan Document for arbitration of any
controversy or claim.

5.16

Counterparts.  This Agreement may be executed in as
many counterparts as necessary or convenient and counterparts, when so executed,
shall be deemed an original but all such counterparts shall constitute but one
and the same agreement.  The Parties to accept signatures received by
facsimile or other electronic means as original signatures.

5.17

Conflict in Documents.  If it is determined to be an
inconsistency between or among any of the Loan Documents, and this Agreement,
the provisions of this Agreement shall prevail.

5.18

Lien Release.  A Lender shall have no obligation to
record any deeds of reconveyance, termination of financing statements or release
of other security instruments until the Borrower has executed and delivered to
Lender a general release, releasing Lender from any liability that is connected
to the credit extended hereunder.  

5.19

Disclaimer for Negligence.  Lender shall not be liable
for any claims, demands, losses or damages made or claimed to be suffered by
Borrower except as such may arise through or could be caused by Lender’s gross
negligence or willfulness conduct.  

5.20

Limitation of Consequential Damages.  Lender shall not
be responsible for any lost profits of Borrower arising from any breach of
contract, tort (excluding Lender’s gross negligence or willfulness conduct) for
any other wrong arising from the establishment, administration or collection of
the credit extended hereunder. 

5.21

JURY TRIAL WAIVER.  LENDER AND BORROWER HEREBY WAIVE
TRIAL BY JURY IN ANY ACTION PROCEEDING CLAIM OR COUNTER-CLAIM, WHETHER IN
CONTRACT OR IN TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED
TO THIS AGREEMENT OR THE LOAN DOCUMENTS.  NO OFFICER OF LENDER HAS
AUTHORITY TO WAIVE, CONDITION OR MODIFY THIS PROVISION.  

5.22

INTEGRATION.  THE WRITTEN LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

EXECUTED and DELIVERED as of September _____, 2007.

BORROWER:

Borrower’s
Address for Notices:

NORTHCUT
REFINING, 
a Wyoming limited liability company

NORTHCUT
REFINING, LLC
160 West Canyon Crest
Alpine, Utah  84004

By:

Name: 

Title: 

The
Federal Tax Identification Number

of Borrower:

EIN ____________________








LENDER:

Lender’s
Address for Notices:

PRIVATE
CAPITAL GROUP, INC., 
a Utah corporation

PRIVATE
CAPITAL GROUP, INC.
486 West 50th North
American Fork, Utah
 84003

By:

Name: 

Title: 











EXHIBIT “A”
LEGAL DESCRIPTION OF PROPERTY

All that parcel or parcels of real property located in Salt Lake
County, State of Utah, and more particularly described as follows Converse
County; State of Wyoming:

A tract of land located in the South half of the Northeast quarter
and the North half of the Southeast quarter of Section 9, Township 35 North,
Range 70 West of the 6th Principal Meridian, Converse County, Wyoming, described
as follows:

Commencing at a found 5/8 inch steel rebar on the Easterly
boundary of Wyoming Highway No. 59 from which the Northeast corner of said
Section 9 lies North 45 degrees 32 minutes 43 seconds East, a distance of
2065.09 feet; thence South 06 degrees 09 minutes 42 seconds East along the said
Easterly boundary of Wyoming Highway No. 59, a distance of 881.68 feet (formerly
described as South 05 degrees 51 minutes East, a distance of 882.00 feet) to a
found 1/2 inch steel rebar; thence South 05 degrees 53 minutes 05 seconds East
(formerly described as South 05 degrees 051 minutes East) along the said
Easterly boundary of Wyoming Highway No. 59 a distance of 77.03 feet to a 5/8
inch steel rebar with survey cap and the TRUE POINT OF BEGINNING; thence North
83 degrees 48 minutes 41 seconds East, a distance of 419.81 feet to a 5/8 inch
steel rebar with survey cap; thence North 06 degrees 11 minutes 12 seconds West,
a distance of 17.05 feet to a 5/8 inch steel rebar with survey cap; thence North
78 degrees 44 minutes 41 seconds East, a distance of 373.09 feet to a 5/8 inch
steel rebar with survey cap; thence South 06 degrees 11 minutes 19 seconds East
a distance of 291.40 feet to a 5/8 inch steel rebar with survey cap; thence
North 83 degrees 48 minutes 41 seconds East, a distance of 140.80 feet to a 5/8
inch steel rebar with survey cap; thence South 05 degrees 52 minutes 53 seconds
East, a distance of 615,10 feet (formerly described as South 05 degrees 51
minutes East) to a found 1/2 inch steel rebar; thence South 83 degrees 50
minutes 20 seconds West, a distance of 933.47 feet (formerly described as South
84 degrees 09 minutes West, a distance of 933.40 feet) to a found 1/2 inch steel
rebar with survey cap on the said Easterly boundary of Wyoming Highway No. 59;
thence North 05 degrees 53 minutes 05 seconds West (formerly described as North
05 degrees 51 minutes West) along the said Easterly boundary of Wyoming Highway
No. 59, a distance of 856.06 feet to the POINT OF BEGINNING.








EXHIBIT “B”
BASIC INFORMATION

A.

FINANCIAL STATEMENTS:

Borrower shall provide or cause to be provided to Lender all of
the following:

1.

Financial Statements of Borrower, including a self prepared
balance sheet and income statement prepared as of the end of each fiscal
calendar quarter and delivered to Lender before each April 15, July 15, October
15 and January 15, certified by the Borrower’s accountant to be true and correct
subject to year-end adjustments.

2.

Production Reports, on or before the 15th day of each month, in a
form satisfactory to Lender, showing production from the Plant for the prior
month and on a comparative basis showing month-by-month production for the
previous twenty-four (24) months.

3.

Financial Statement as of Guarantor and Borrower:  annual
Financial Statements, including a self prepared balance sheet and income
statement, dated December 31, due by February 15 of each year.  

4.

Audit year-end Financial statements of Borrower, due by March 15
of each year, including balance sheet and income statements and other reports
typical for businesses similar to Borrower’s from an accounting firm acceptable
to Lender.

5.

Prior to commencement of operations of the Improvements, a capital
and operating budget for the Property for its first fiscal year (or portion
thereof) of operations; and after commencement of operations in the
Improvements:  (i) prior to the beginning of each fiscal year of Borrower,
a capital and operating budget for the Property; (ii) for each month (and for
the fiscal year through the end of that month) (A) a statement of all income and
expenses in connection with the Property, and (B) items provided under this
paragraph shall be in form and detail satisfactory to Lender.

6.

Copies of filed federal and state income tax returns together with
all supporting schedules and K1s of Borrower and Guarantor for each taxable
year, within thirty (30) days after filing but in any event not later than
November 1 of each year.  If any tax return is not filed on or before such
initial due date, a copy(ies) of the IRS extension form(s) (reflecting the
approval when required for the extension) must also be provided to Lender.

7.

As requested by Lender, a schedule of all of Borrower’s and
Guarantor’s real and personal property including statements as for current
estimated market value.  

8.

From time to time promptly after Lender’s request, such additional
information, reports and statements respecting the Property, the Plant and the
Improvements, or the business operations and financial condition of each
reporting party, as Lender may reasonably request.

All Financial Statements shall be in form and detail satisfactory
to Lender and shall contain or be attached to the signed and dated written
certification of the reporting party in form specified by Lender to certify that
the Financial Statements are furnished to Lender in connection with the
extension of credit by Lender and constitute a true and correct statement of the
reporting party’s financial position.  All certifications and signatures on
behalf of corporations, partnerships or other entities shall be by a
representative of the reporting party satisfactory to Lender.  All
Financial Statements for a reporting party who is an individual shall be on
Lender’s then-current personal financial statement form or in another form
satisfactory to Lender.  All fiscal year-end Financial Statements of
Borrower shall be audited and certified, without any qualification or exception
not acceptable to Lender, by independent certified public accountants acceptable
to Lender, and shall contain all reports and disclosures required by generally
accepted accounting principles for a fair presentation.








EXHIBIT “C”
CONDITIONS PRECEDENT TO ADVANCES –
DEFAULT

As conditions precedent to the Advances of Loan proceeds, all of
the following requirements shall be satisfied.  If a condition must be met
on a day subsequent to closing of the Loan, the condition shall be a condition
subsequent and must be completed for advances after the date of the condition
and failure to timely satisfy a condition by the due date is a default of the
Loan:

1.

Fees and Expenses.  Lender shall have received any and
all required commitment or loan fee(s), and other fees required by the Lender at
closing and Borrower shall have paid all other fees, costs and expenses
(including the fees and costs of Lender’s counsel) then required to be paid
pursuant to this Agreement and all other Loan Documents, including, without
limitation, all fees, costs and expenses that Borrower is required to pay
pursuant to any loan application or commitment.

2.

Financial Statements.  Lender shall have received and
approved the Financial Statements of Borrower and Guarantor or any other party
required by any loan application or commitment or otherwise required by
Lender.
 

3.

Appraisal .  Within sixty (60) days after substantial
completion of the Plant, but not later than April 1, 2008, Lender shall have
received an appraisal of the as-built refinery, together with all improvements,
showing an Appraised Value of not less than Eighteen Million Dollars
($18,000,000).  The appraiser and appraisal must be satisfactory to Lender
(including satisfaction of applicable regulatory requirements) and the appraiser
must be engaged directly by Lender at Borrower’s expense. 

4.

Draw Schedule and Budget.  Lender shall have received
and approved Borrower’s proposed cash flow, draw schedule, and construction
schedule for the Project, and Lender shall be satisfied, in its sole discretion,
that the Improvements may be completed in accordance with the construction
schedule and for costs not exceeding those set forth in the Budget.

5.

Authorization.  Lender shall have received and
approved evidence Lender requires of the existence, good standing, authority and
capacity of Borrower, each Guarantor, and their respective constituent partners,
members, managers and owners (however remote) to execute, deliver and perform
their respective obligations to Lender under the Loan Documents, including:

(a)

For each partnership (including a joint venture or limited
partnership):  (i) a true and complete copy of an executed partnership
agreement or limited partnership agreement, and all amendments thereto; (ii) for
each limited partnership, a copy of the certificate of limited partnership and
all amendments thereto accompanied by a certificate issued by the appropriate
governmental official of the jurisdiction of formation that the copy is true and
complete, and satisfactory evidence of registration or qualification to do
business in the state where Borrower’s principal place of business is located
and the state where the Project is located, and (iii) a partnership affidavit
certifying who will be authorized to execute or attest any of the Loan
Documents, and a true and complete copy of the partnership resolutions approving
the Loan Documents and authorizing the transactions contemplated in this
Agreement and the other Loan Documents.

(b)

For each corporation:  (i) a true and complete copy of its
articles of incorporation and by-laws, and all amendments thereto, a certificate
of incumbency of all of its officers who are authorized to execute or attest to
any of the Loan Documents, and a true and complete copy of resolutions approving
the Loan Documents and authorizing the transactions contemplated in this
Agreement and the other Loan Documents; and (ii) certificates of existence, good
standing and qualification to do business issued by the appropriate governmental
officials in the state of its formation and, if different, the state in which
the Project is located.

(c)

For each limited liability company or limited liability
partnership:  (i) a true and complete copy of the articles of organization
and operating agreement, and all amendments thereto, a certificate of incumbency
of all of its members who are authorized to execute or attest to any of the Loan
Documents, and a true and complete copy of resolutions approving the Loan
Documents and authorizing the transactions contemplated in this Agreement and
the other Loan Documents; and (ii) certificates of existence, good standing and
qualification to do business issued by appropriate governmental officials in the
state of its formation and, if different, the state in which the Property is
located.

(d)

For each entity or organization that is not a corporation,
partnership, limited partnership, joint venture, limited liability company or
limited liability partnership, a copy of each document creating it or governing
the existence, operation, power or authority of it or its representatives.

(e)

All certificates, resolutions, and consents required by Lender
applicable to the foregoing.

6.

Loan Documents.  Borrower, Guarantor and each other
person required by Lender shall have duly executed, acknowledged and/or sworn to
as required, and delivered to Lender all Loan Documents then required by Lender,
dated the date of this Agreement, each in form and content satisfactory to
Lender, the Deed of Trust shall have been recorded in the official records of
the city or county in which the Property is located and UCC-1 financing
statements shall have been filed in all filing offices that Lender may
require.

7.

Opinions.  Lender shall have received the written
opinion of counsel satisfactory to Lender for the Borrower, each Guarantor, and
any other persons or entities addressed to Lender, dated the date of this
Agreement.

8.

Survey; No Special Flood Hazard.  On or before
February 1, 2008, Lender shall have received (a) two (2)  prints of an
original survey of the Land and improvements thereon satisfactory to Lender and
the Title Insurer and otherwise complying with Exhibit “G”, and (b) a
flood insurance policy in an amount equal to the lesser of the maximum Loan
amount or the maximum amount of flood insurance available under the Flood
Disaster Protection Act of 1973, as amended, and otherwise in compliance with
the requirements of the Loan Documents, or evidence satisfactory to Lender that
none of the Land is located in a flood hazard area.

9.

Title Insurance.  Lender shall have received and
approved an ALTA extended coverage title insurance policy, issued by the Title
Insurer (which shall be approved by the Lender) in the maximum amount of the
Loan plus any other amount secured by the Deed of Trust, on a coinsurance and/or
reinsurance basis if and as required by Lender, insuring without exclusion or
exception for creditors’ rights that the Deed of Trust constitutes a valid lien
covering the Land and all Improvements thereon, having the priority required by
Lender and subject only to those exceptions and encumbrances (regardless of rank
or priority) Lender approves, in a form acceptable to Lender, and with all
“standard” exceptions which can be deleted, including the exception for matters
which a current survey would show, deleted to the fullest extent authorized
under applicable title insurance rules, and Borrower shall satisfy all
requirements therefor permitted; containing no exception for standby fees or
real estate taxes or assessments other than those for the year in which the
closing occurs to the extent the same are not then due and payable and endorsed
“not yet due and payable” and no exception for subsequent assessments for prior
years; providing full coverage against mechanics’ and materialmen’s’ liens to
the extent authorized under applicable title insurance rules, and Borrower shall
satisfy all requirements therefor; insuring that no restrictive covenants shown
in the Title Insurance have been violated, and that no violation of the
restrictions will result in a reversion or forfeiture of title; insuring all
appurtenant easements; insuring that fee simple indefeasible or marketable (as
coverage is available) fee simple title to the Land and Improvements is vested
in Borrower; containing such affirmative coverage and endorsements as Lender may
require and are available under applicable title insurance rules, and Borrower
shall satisfy all requirements therefor; insuring any easements, leasehold
estates or other matters appurtenant to or benefiting the Land and/or the
Improvements as part of the insured estate; insuring the right of access to the
Land to the extent authorized under applicable title insurance rules, and
Borrower shall satisfy all requirements therefor; and containing provisions
acceptable to Lender regarding advances and/or readvances of Loan funds after
closing.  Borrower and Borrower’s counsel shall not have any interest,
direct or indirect, in the Title Insurer (or its agent) or any portion of the
premium paid for the Title Insurance.

10.

Plans.  Lender shall have received and approved one
(1) true and correct copies of all existing Plans (including the site plan),
together with satisfactory evidence that all applicable governmental
authorities, Borrower, Borrower’s architect, engineer, and contractor’s have
approved the same.

11.

Contracts.  Lender shall have received and approved
(a) a list containing the names and addresses of all existing material
contractors, architects, engineers, and other suppliers of services and
materials for the Project, their respective contract amounts, and a copy of
their contracts; and (b) duly executed, acknowledged and delivered originals
from each contractor, architect, engineer, subcontractor, or supplier of
services or materials required by Lender.  As used herein, “material” party
is one whose contract price exceeds $50,000 in the aggregate.

12.

Insurance Policies.  Lender shall have received and
approved the insurance policies now or hereafter required by Lender, together
with evidence satisfactory to Lender that all premiums therefor have been paid
for a period of not less than one (1) year from the date of this Agreement and
that the policies are in full force and effect  Borrower shall initially
provide proof of the following insurance: (1) mortgagee title insurance issued
to Lender covering the Premises as required by Lender without exception for
mechanics’ liens; (2) all-risk insurance with respect to all insurable Property,
against loss or damage by fire, lightning, windstorm, explosion, hail, tornado
and such hazards as are presently included in so-called “all-risk” coverage and
against such other insurable hazards as Lender may require, in an amount not
less than 100% of the full replacement cost, including the cost of debris
removal, without deduction for depreciation and sufficient to prevent Borrower
and Lender from becoming a coinsurer, such insurance to be in builder’s risk
(non-reporting) form during and with respect to any construction on the Premises
in an amount of not less than Eleven Million Five Hundred Thousand Dollars
($11,500,000); (3) if and to the extent any portion of the Premises is in a
special flood hazard area, a flood insurance policy in an amount equal to the
lesser of the principal face amount of the Note or the maximum amount available;
(4) comprehensive general public liability insurance in an amount of not less
than Ten Million Dollars ($10,000,000), on an “occurrence” basis, for the
benefit of Borrower and Lender as named insureds; (5) workers’ compensation and
employer’s liability insurance covering all claims and liabilities, whether
arising under statute, common law or civil law, in relation to the death of or
injury to any of Borrower's employees or any persons deemed to be its employees,
on or in connection with the Project.  This insurance must provide cover in
respect of each and every claim for an amount not less than the minimum
statutory requirements; (6) on or before January 1, 2008, pollution insurance of
at least Five Million Dollars ($5,000,000); and (7) such other insurance on the
Property as may from time to time be required by Lender (including but not
limited to business interruption insurance, boiler and machinery insurance,
earthquake insurance, and war risk insurance) and against other insurable
hazards or casualties which at the time are commonly insured against in the case
of premises similarly situated, due regard being given to the height, type,
construction, location, use and occupancy of buildings and improvements.
 All insurance policies shall be issued and maintained by insurers, in
amounts, with deductibles, and in form satisfactory to Lender, and shall require
not less than thirty (30) days’ prior written notice to Lender of any
cancellation or change of coverage.  All insurance policies maintained, or
caused to be maintained, by Borrower with respect to the Property, except for
public liability insurance, shall provide that each such policy shall be primary
without right of contribution from any other insurance that may be carried by
Borrower or Lender and that all of the provisions thereof, except the limits of
liability, shall operate in the same manner as if there were a separate policy
covering each insured.  If any insurer which has issued a policy of title,
hazard, liability or other insurance required pursuant to this Deed of Trust or
any other Loan Document becomes insolvent or the subject of any bankruptcy,
receivership or similar proceeding or if in Lender’s reasonable opinion the
financial responsibility of such insurer is or becomes inadequate, Borrower
shall, in each instance promptly upon the request of Lender and at Borrower’s
expense, obtain and deliver to Lender a like policy (or, if and to the extent
permitted by Lender, a certificate of insurance) issued by another insurer,
which insurer and policy meet the requirements of this Agreement or such other
Loan Document, as the case may be.  Without limiting the discretion of
Lender with respect to required endorsements to insurance policies, all such
policies for loss of or damage to the Property shall contain a standard
mortgagee clause (without contribution) naming Lender as mortgagee and Loss
Payee with loss proceeds payable to Lender notwithstanding (i) any act, failure
to act or negligence of or violation of any warranty, declaration or condition
contained in any such policy by any named insured; (ii) the occupation or use of
the Property for purposes more hazardous than permitted by the terms of any such
policy; (iii) any foreclosure or other action by Lender under the Loan
Documents; or (iv) any change in title to or ownership of the Property or any
portion thereof, such proceeds to be held for application as provided in the
Loan Documents.  The originals of each initial insurance policy (or to the
extent permitted by Lender, a copy of the original policy and a satisfactory
certificate of insurance) shall be delivered to Lender at the time of execution
of this Agreement, with premiums fully paid, and each renewal or substitute
policy (or certificate) shall be delivered to Lender, with premiums fully paid,
at least ten (10) days before the termination of the policy it renews or
replaces.  Borrower shall pay all premiums on policies required hereunder
as they become due and payable and promptly deliver to Lender evidence
satisfactory to Lender of the timely payment thereof.  If any loss occurs
at any time when Borrower has failed to perform Borrower’s covenants and
agreements in this paragraph, Lender shall nevertheless be entitled to the
benefit of all insurance covering the loss and held by or for Borrower, to the
same extent as if it had been made payable to Lender.  Upon any foreclosure
hereof or transfer of title to the Property in extinguishment of the whole or
any part of the Secured Indebtedness, all of Borrower’s right, title and
interest in and to the insurance policies referred to in this Section (including
unearned premiums) and all proceeds payable thereunder shall thereupon vest in
the purchaser at foreclosure or other such transferee, to the extent permissible
under such policies.  Lender shall have the right (but not the obligation)
to make proof of loss for, settle and adjust any claim under, and receive the
proceeds of, all insurance for loss of or damage to the Property, and the
expenses incurred by Lender in the adjustment and collection of insurance
proceeds shall be a part of the Secured Indebtedness and shall be due and
payable to Lender on demand.  Lender shall not be, under any circumstances,
liable or responsible for failure to collect or exercise diligence in the
collection of any of such proceeds or for the obtaining, maintaining or adequacy
of any insurance or for failure to see to the proper application of any amount
paid over to Borrower.  Any such proceeds received by Lender shall, after
deduction therefrom of all reasonable expenses actually incurred by Lender,
including attorneys’ fees, at Lender’s option be (1) released to Borrower, or
(2) applied (upon compliance with such terms and conditions as may be required
by Lender) to repair or restoration, either partly or entirely, of the Property
so damaged, or (3) applied to the payment of the Secured Indebtedness in such
order and manner as Lender, in its sole discretion, may elect, whether or not
due.  In any event, the unpaid portion of the Secured Indebtedness shall
remain in full force and effect and the payment thereof shall not be excused.
 Borrower shall at all times comply with the requirements of the insurance
policies required hereunder and of the issuers of such policies and of any board
of fire underwriters or similar body as applicable to or affecting the
Property.

13.

Environmental Compliance/Report.  Lender shall have
received and approved evidence satisfactory to Lender that no portion of the
Land is “wetlands” under any applicable law and that the Land does not contain
and is not within or near any area designated as a hazardous waste site by any
governmental authority, that neither the Property nor any adjoining property
contains or has ever contained any substance classified as hazardous or toxic
(or otherwise regulated, such as, without limitation, asbestos, radon and/or
petroleum products) under any law or governmental requirement pertaining to
health or the environment, and that neither the Property nor any use or activity
thereon violates or is or could be subject to any response, remediation,
clean-up or other obligation under any law or governmental requirement
pertaining to health or the environment including without limitation, a written
report of an environmental assessment of the Property, made within one hundred
eighty (180) days prior to the date of this Agreement, by an engineering firm,
and of a scope and in form and content satisfactory to Lender, complying with
Lender’s established guidelines, showing that there is no evidence of any such
substance which has been generated, treated, stored, released or disposed of in
the Property, and such additional evidence as may be required by Lender.
 All reports, drafts of reports, and recommendations, whether written or
oral, from such engineering firm shall be made available and communicated to
Lender.

14.

Soil Reports.  Lender shall have received and approved
a soil composition and test boring report and a foundation report satisfactory
to Lender regarding the Land, made within one hundred eighty (180) days of the
date of this Agreement, by a licensed professional engineer satisfactory to
Lender.

15.

Access, Utilities, and Laws.  On or before September
17, 2007, Lender shall have received and approved (a) satisfactory evidence that
the Property abuts and has fully adequate direct and free access to one or more
public streets, dedicated to public use, fully installed and accepted by the
appropriate governmental authority, that all fees, costs and expenses of the
installation and acceptance thereof have been paid in full, and that there are
no restrictions on the use and enjoyment of such streets which would adversely
affect the Project; (b) letters from the applicable utility companies or
governmental authorities confirming that all utilities necessary for the
Improvements are available at the Land in sufficient capacity, together with
evidence satisfactory to Lender of paid impact fees, utility reservation
deposits, and connection fees required to assure the availability of such
services; (c) satisfactory evidence that all applicable zoning ordinances,
restrictive covenants and governmental requirements affecting the Property
permit the use for which the Property is intended and have been or will be
complied with without the existence of any variance, non-complying use,
nonconforming use or other special exception; (d) a true and correct copy of a
valid building permit for the Improvements, together with all other consents,
licenses, permits and approvals necessary for construction of the Improvements,
all in assignable form (to the extent appropriate) and in full force and effect;
(e) evidence satisfactory to Lender of compliance by Borrower and the Property,
and the proposed construction, use and occupancy of the Improvements, with such
other applicable laws and governmental requirements as Lender may request,
including all laws and governmental requirements regarding access and facilities
for handicapped or disabled persons including, without limitation and to the
extent applicable, The Federal Architectural Barriers Act (42 U.S.C. § 4151 et
seq.), The Fair Housing Amendments Act of 1988 (42 U.S.C. § 3601 et seq.), The
Americans With Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), The
Rehabilitation Act of 1973 (29 U.S.C. § 794), and any applicable state
requirements; and (f) written evidence satisfactory to Lender that construction
of the Improvements on the Land is permissible under all federal, state and
local statutes, regulations and rulings protecting tidal and non-tidal wetlands
and other environmentally protected areas.  Notwithstanding the foregoing,
Borrower shall have until November 7, 2007 to provide evidence of sufficient
natural gas or utilities to run the Plant.

16.

Priority.  Lender shall have received and approved (a)
evidence satisfactory to Lender that prior to and as of the time the Deed of
Trust was filed for record (i) no activity or circumstance was visible on or
near the Land which would constitute inception of a mechanic’s or materialmen’s
lien against the Property; (ii) no contract, or memorandum thereof, for
construction, design, surveying, or any other service relating to the Project
has been filed for record in the county where the Property is located; and (iii)
no mechanic’s or materialmen’s lien claim or notice, lis pendens, judgment, or
other claim or encumbrance against the Property has been filed for record in the
county where the Property is located or in any other public record which by law
provides notice of claims or encumbrances regarding the Property; (b) a
certificate or certificates of a reporting service acceptable to Lender,
reflecting the results of searches made not earlier than ten (10) days prior to
the date of this Agreement, (i) of the central and local Uniform Commercial Code
records, showing no filings against any of the collateral for the Loan or
against Borrower otherwise except as consented to by Lender; and (ii) if
required by Lender, of the appropriate judgment and tax lien records, showing no
outstanding judgment or tax lien against Borrower or any Guarantor.

17.

Bonds.  If required by Lender at Lender’s option at
any time, Lender shall have received and approved (a) a performance bond for
each contractor, and for each subcontractor specified by Lender, in amount, form
and content satisfactory to Lender and (b) a payment bond for each contractor,
in form and content satisfactory to Lender, and if required by Lender duly
recorded before any construction is commenced.  Each bond shall be issued
by a corporate surety acceptable to Lender and authorized and admitted to do
business and to execute bonds in the state where the Project is located.
 Each bond on Exhibit H shall be in force and a copy of the bond delivered
to Lender by September 14, 2007.

18.

Tax and Standby Fee Certificates.  Lender shall have
received and approved satisfactory evidence (a) of the identity of all taxing
authorities and utility districts (or similar authorities) having jurisdiction
over the Property or any portion thereof; (b) that all taxes, standby fees and
any other similar charges have been paid, including copies of receipts or
statements marked “paid” by the appropriate authority; and (c) that the Land is
a separate tax lot or lots with separate assessment or assessments of the Land
and Improvements, independent of any other land or improvements and that the
Land is a separate legally subdivided parcel.

19.

Other Documents.  Borrower, any Guarantor, and any
other person or entity, shall have delivered to Lender, in form and content
satisfactory to Lender, such other documents and certificates as Lender may
reasonably request.











EXHIBIT “D”
BUDGET




				
	
 
	
Amount Paid
	
Date
	
Expected Completion Date

	
Well
Draw Refinery Project
	
$0.00 
	
7/2/2007 0:00
	
2/21/2008 17:00

	
Concrete
	
$0.00 
	
7/30/2007 0:00
	
10/19/2007 17:00

	
Jerry
Broome Concrete 
	
$598,766.00 
	
8/13/2007 0:00
	
10/19/2007 17:00

	
Dakota
Steel Rebar 6/2/2006  Added recommended escalator
	
$56,950.00 
	
7/30/2007 0:00
	
8/22/2007 17:00

	
Winter
Construction Costs
	
$0.00 
	
7/30/2007 0:00
	
7/30/2007 17:00

	
Mentor
Concrete
	
$209,600.00 
	
8/15/2007 0:00
	
10/19/2007 17:00

	
Sumps
& Precast Concrete
	
$0.00 
	
7/27/2007 0:00
	
9/28/2007 17:00

	
Oil
Water Separator 100 GPM 
	
$17,483.00 
	
8/14/2007 0:00
	
9/28/2007 17:00

	
400
BBl Water Tank 
	
$7,500.00 
	
9/17/2007 0:00
	
9/24/2007 17:00

	
Rinker
Materials 
	
$54,301.00 
	
7/28/2007 0:00
	
9/7/2007 17:00

	
Polycast
Trench Geotech 
	
$8,164.00 
	
7/27/2007 0:00
	
8/20/2007 17:00

	
Sump
Pumps
	
$14,084.00 
	
8/7/2007 0:00
	
9/18/2007 17:00

	
Sump
Heaters
	
$4,000.00 
	
8/7/2007 0:00
	
9/18/2007 17:00

	
1
1/2" SDR 9 Pipe        
	
$1,720.00 
	
8/13/2007 0:00
	
8/27/2007 17:00

	
1
1/2" SDR 9 to 1 1/2" Steel  
	
$315.00 
	
8/13/2007 0:00
	
8/27/2007 17:00

	
1
1/2" SDR 9 90 Degrees   
	
$64.00 
	
8/13/2007 0:00
	
8/27/2007 17:00

	
1
1/2" SDR 9 45 Degrees   
	
$87.00 
	
8/13/2007 0:00
	
8/27/2007 17:00

	
1
1/2" SDR 9 Tee   
	
$65.00 
	
8/13/2007 0:00
	
8/27/2007 17:00

	
Crude
Tank Liner
	
$0.00 
	
7/3/2007 0:00
	
11/5/2007 17:00

	
Tank
Foundation Liner
	
$0.00 
	
7/3/2007 0:00
	
7/23/2007 17:00

	
Complete
Containment Liner
	
$111,000.00 
	
10/22/2007 0:00
	
11/5/2007 17:00

	
Pumps
	
$0.00 
	
8/8/2007 0:00
	
11/13/2007 17:00

	
Hot
Oil Pump Mth Quote #2006.01.23.02.NRA.A  
	
$62,622.00 
	
8/21/2007 0:00
	
11/5/2007 17:00

	
Vac
Twr Chg  Mth Quote #2006.04.24.01.NRA.B
	
$19,798.00 
	
8/21/2007 0:00
	
10/22/2007 17:00

	
Diesel
Reflux Mth Quote #2006.01.23.01.NRA.A
	
$22,412.00 
	
8/21/2007 0:00
	
10/8/2007 17:00

	
Vac
Twr Btm Mth Quote #2006.01.23.03.NRA.A
	
$18,160.00 
	
8/21/2007 0:00
	
10/8/2007 17:00

	
Crude
Unload Valley Quote # SQ-27732  
	
$7,968.00 
	
8/8/2007 0:00
	
9/14/2007 17:00

	
Reduce
Crude Load  Quote #SQ-27739A  
	
$4,640.00 
	
8/8/2007 0:00
	
9/14/2007 17:00

	
Diesel
Loading Pump Valley Quote # SQ-27725
	
$7,052.00 
	
8/8/2007 0:00
	
9/14/2007 17:00

	
Water
Pump Valley Quote # SQ-27737&27738 
	
$6,747.00 
	
8/8/2007 0:00
	
9/14/2007 17:00

	
Gasoline
Pump Valley Quote # SQ-27720  
	
$3,526.00 
	
8/8/2007 0:00
	
9/14/2007 17:00

	
Condensate
Charge Valley Quote SQ-27715A 
	
$3,848.00 
	
8/8/2007 0:00
	
9/14/2007 17:00

	
Condensate
Charge Valley Quote SQ-27716A 
	
$3,848.00 
	
8/8/2007 0:00
	
9/14/2007 17:00

	
Crude
Charge Valley Quote SQ-27726A 
	
$5,159.00 
	
8/8/2007 0:00
	
9/14/2007 17:00

	
Crude
Charge Valley Quote SQ-27727A  
	
$5,159.00 
	
8/8/2007 0:00
	
9/14/2007 17:00

	
Crude
Reflux  Valley Quote SQ-27729A  
	
$3,177.00 
	
8/8/2007 0:00
	
9/14/2007 17:00

	
Crude
Reflux  Valley Quote SQ-27723A  
	
$3,177.00 
	
8/8/2007 0:00
	
9/14/2007 17:00

	
Condensate
Loading P-760A & B
	
$0.00 
	
8/8/2007 0:00
	
9/14/2007 17:00

	
Gasoline
Loading Valley Quote SQ-27719  
	
$4,607.00 
	
8/8/2007 0:00
	
9/14/2007 17:00

	
Reichle
Thomas
	
$63,600.00 
	
8/8/2007 0:00
	
11/13/2007 17:00

	
Reichle
Thomas
	
$63,600.00 
	
8/8/2007 0:00
	
11/13/2007 17:00

	
Tanks
	
$0.00 
	
7/27/2007 0:00
	
11/12/2007 17:00

	
Crude
Tank  CT-201
             14500
BBL
	
$450,000.00 
	
7/27/2007 0:00
	
10/3/2007 17:00

	
Gasoline
     SV-107
             8500
BBL
	
$125,000.00 
	
7/27/2007 0:00
	
10/26/2007 17:00

	
Condensate
 SV-108          14500
BBL
	
$450,000.00 
	
7/27/2007 0:00
	
10/10/2007 17:00

	
Diesel
            DT-202
        5000

BBL
	
$160,000.00 
	
8/1/2007 0:00
	
10/10/2007 17:00

	
Diesel
           
DT-203         5020

BBL
	
$160,000.00 
	
8/1/2007 0:00
	
10/10/2007 17:00

	
Diesel   
         DT-204         2000

BBL
	
$160,000.00 
	
7/27/2007 0:00
	
10/24/2007 17:00

	
Reduced
Crude CT-205     13700

BBL
	
$22,500.00 
	
7/27/2007 0:00
	
  
10//2007  5:00:00 PM

	
Tank
Mixer Jensen Model #620VA15  CT-201 
	
$9,433.00 
	
8/6/2007 0:00
	
11/12/2007 17:00

	
Tank
Mixer Jensen Model #620VA15  SV-108
	
$8,595.00 
	
8/6/2007 0:00
	
11/12/2007 17:00

	
Painting
of tanks (Springtime Activity)
	
$71,850.00 
	
7/27/2007 0:00
	
7/27/2007 17:00

	
Floating
Roofs (CT-201/SV-108/SV-107)
	
$126,865.00 
	
8/22/2007 0:00
	
10//2007
 5:00:00 PM

	
Floating
Roof Installation (Donako)
	
$0.00 
	
10/18/2007 0:00
	
11/7/2007 17:00

	
Skids
	
$0.00 
	
7/27/2007 0:00
	
11/29/2007 17:00

	
Skid
#1 Condensate Charge Pump
	
$0.00 
	
7/27/2007 0:00
	
9/28/2007 17:00

	
Skid
Fabrication
	
$12,148.00 
	
8/6/2007 0:00
	
9/28/2007 17:00

	
P-650A
Pump ( Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
P-650B
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
P-730
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
Skid
#2 Crude Unit Reflux
	
$0.00 
	
7/27/2007 0:00
	
9/28/2007 17:00

	
Skid
Fabrication
	
$47,951.00 
	
8/6/2007 0:00
	
9/28/2007 17:00

	
P-890A
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
P-890B
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
P-880A
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
P-880B
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
Skid
#3 Charge Exchangers
	
$37,852.00 
	
8/6/2007 0:00
	
11/29/2007 17:00

	
Skid
#4 Crude Unit OH Compressor
	
$0.00 
	
7/30/2007 0:00
	
10/14/2007 17:00

	
Skid
#5 Crude Unit Exchanger
	
$73,426.00 
	
8/6/2007 0:00
	
9/28/2007 17:00

	
Skid
#6 Vacuum Tower 
	
$0.00 
	
7/27/2007 0:00
	
11/22/2007 17:00

	
Skid
Fabrication
	
$122,765.00 
	
8/6/2007 0:00
	
9/28/2007 17:00

	
P-940
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
P-860A
Pump (Mth Pumps)
	
$0.00 
	
7/27/2007 0:00
	
9/13/2007 17:00

	
P-860B
Pump (Mth Pumps)
	
$0.00 
	
7/27/2007 0:00
	
9/13/2007 17:00

	
P-870A
Pump (Mth Pumps)
	
$0.00 
	
7/27/2007 0:00
	
9/13/2007 17:00

	
P-870B
Pump (Mth Pumps)
	
$0.00 
	
7/27/2007 0:00
	
9/13/2007 17:00

	
P-810A
Pump (Rietschle Thomas)
	
$0.00 
	
7/27/2007 0:00
	
11/22/2007 17:00

	
P-810B
Pump (Rietschle Thomas)
	
$0.00 
	
7/27/2007 0:00
	
11/22/2007 17:00

	
P-810C
Pump (Rietschle Thomas)
	
$0.00 
	
7/27/2007 0:00
	
11/22/2007 17:00

	
Skid
#7 Crude Unloading Rack
	
$0.00 
	
7/27/2007 0:00
	
10/15/2007 17:00

	
Unloading
Arms
	
$0.00 
	
8/20/2007 0:00
	
10/15/2007 17:00

	
P-920A
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
P-920B
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
Skid
#8 Diesel Tank Farm
	
$0.00 
	
7/27/2007 0:00
	
10/12/2007 17:00

	
Skid
Fabrication
	
$0.00 
	
8/6/2007 0:00
	
10/12/2007 17:00

	
P-930A
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
P-930B
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
Skid
#9 Crude Charge Pump
	
$0.00 
	
7/27/2007 0:00
	
10/12/2007 17:00

	
Skid
Fabrication
	
$23,952.00 
	
8/6/2007 0:00
	
10/12/2007 17:00

	
P-920C
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
P-850A
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
P-850B
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
Skid
#10 Vacuum Tower
	
$16,646.00 
	
7/30/2007 0:00
	
10/1/2007 17:00

	
Skid
#11 Hot Oil Pumps
	
$0.00 
	
7/27/2007 0:00
	
10/12/2007 17:00

	
Skid
Fabrication
	
$91,194.00 
	
8/6/2007 0:00
	
10/12/2007 17:00

	
P-780A
Pump (Mth Pumps)
	
$0.00 
	
7/27/2007 0:00
	
10/11/2007 17:00

	
P-780B
Pump (Mth Pumps)
	
$0.00 
	
7/27/2007 0:00
	
10/11/2007 17:00

	
Crude
Bottoms
	
$0.00 
	
7/27/2007 0:00
	
9/27/2007 17:00

	
P-690A
Pump (Mth Pumps)
	
$0.00 
	
7/27/2007 0:00
	
9/27/2007 17:00

	
P-690B
Pump ( Mth Pumps)
	
$0.00 
	
7/27/2007 0:00
	
9/27/2007 17:00

	
Condensate
Unloading
	
$0.00 
	
7/27/2007 0:00
	
10/15/2007 17:00

	
Unloading
Arms
	
$0.00 
	
8/20/2007 0:00
	
10/15/2007 17:00

	
P-760A
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
P-760B
Pump (Valley Equip)
	
$0.00 
	
7/27/2007 0:00
	
8/30/2007 17:00

	
Pipe
Supports
	
$115,109.00 
	
7/27/2007 0:00
	
9/15/2007 17:00

	
Contingency
	
$60,830.00 
	
7/27/2007 0:00
	
7/27/2007 8:00

	
Towers
Vessels
	
$0.00 
	
7/2/2007 0:00
	
10/27/2007 17:00

	
Repair
T-340  (Fruita)
	
$0.00 
	
7/30/2007 0:00
	
     9//2007
 5:00:00 PM

	
Repair
T-320
	
$0.00 
	
7/27/2007 0:00
	
10/26/2007 17:00

	
Modify
T-350  (Fruita)
	
$0.00 
	
7/30/2007 0:00
	
10/7/2007 17:00

	
Tower
Internals
	
$103,430.00 
	
7/30/2007 0:00
	
10/27/2007 17:00

	
Install
Tower Internals
	
$21,000.00 
	
10/10/2007 0:00
	
10/26/2007 17:00

	
V-200
	
$0.00 
	
7/27/2007 0:00
	
10/19/2007 17:00

	
V-270A
	
$0.00 
	
7/27/2007 0:00
	
10/19/2007 17:00

	
54"
Vessel in Fruita
	
$65,000.00 
	
7/2/2007 0:00
	
7/2/2007 17:00

	
V-270B
	
$0.00 
	
7/27/2007 0:00
	
10/19/2007 17:00

	
Heat
Exchangers
	
$0.00 
	
7/27/2007 0:00
	
9/9/2007 17:00

	
 Lousiana
Chemical E-
	
$16,250.00 
	
7/27/2007 0:00
	
8/15/2007 17:00

	
 Lousiana
Chemical E-
	
$16,250.00 
	
7/27/2007 0:00
	
8/15/2007 17:00

	
SunRay
E-470
	
$18,000.00 
	
7/27/2007 0:00
	
8/15/2007 17:00

	
SunRay
E-510
	
$18,000.00 
	
7/27/2007 0:00
	
8/15/2007 17:00

	
E-495
Diesel Cooler 
	
$8,000.00 
	
7/27/2007 0:00
	
8/15/2007 17:00

	
E-595
Crude Unit Heater Krueger
	
$29,970.00 
	
7/27/2007 0:00
	
9/9/2007 17:00

	
Vortex
Breaker
	
$1,500.00 
	
7/27/2007 0:00
	
9/4/2007 17:00

	
JT
Skid
	
$0.00 
	
7/30/2007 0:00
	
10/15/2007 17:00

	
CE
Con
	
$0.00 
	
7/30/2007 0:00
	
10/15/2007 17:00

	
JT
Skid
	
$39,280.00 
	
7/30/2007 0:00
	
10/15/2007 17:00

	
Over
Head Compressor
	
$0.00 
	
7/30/2007 0:00
	
10/14/2007 17:00

	
CE
Con
	
$0.00 
	
7/30/2007 0:00
	
10/14/2007 17:00

	
Overhead
Compressor Skid #4
	
$166,360.00 
	
7/30/2007 0:00
	
10/14/2007 17:00

	
Insulation
	
$0.00 
	
9/21/2007 0:00
	
11/27/2007 17:00

	
Produced
Water Tank WT-206
	
$0.00 
	
11/16/2007 0:00
	
11/26/2007 17:00

	
Sump
Water Tank WT-207
	
$0.00 
	
11/16/2007 0:00
	
11/26/2007 17:00

	
Fire
Water Tank WT-208
	
$0.00 
	
10/24/2007 0:00
	
10/31/2007 17:00

	
Hot
Oil Drum
	
$0.00 
	
10/26/2007 0:00
	
11/2/2007 17:00

	
De-Ethanizer
Tower
	
$0.00 
	
11/1/2007 0:00
	
11/15/2007 17:00

	
De-Propanizer
Tower
	
$330,500.00 
	
11/1/2007 0:00
	
11/15/2007 17:00

	
Piping
etc.
	
$153,000.00 
	
10/1/2007 0:00
	
10/26/2007 17:00

	
Repairs
on T-350
	
$0.00 
	
10/27/2007 0:00
	
11/10/2007 17:00

	
Repairs
on T-340
	
$0.00 
	
9/24/2007 0:00
	
10/8/2007 17:00

	
Reduce
Crude Tank
	
$0.00 
	
11/1/2007 0:00
	
11/9/2007 17:00

	
JLG's
Rental
	
$0.00 
	
9/21/2007 0:00
	
11/27/2007 17:00

	
Fire
Water System
	
$0.00 
	
7/31/2007 0:00
	
10/16/2007 17:00

	
Fire
Water Monitors
	
$30,975.00 
	
7/31/2007 0:00
	
8/30/2007 17:00

	
Fire
Water Tank     WT-208
	
$288,750.00 
	
7/31/2007 0:00
	
10/16/2007 17:00

	
Fire
Water Pump
	
$66,000.00 
	
7/31/2007 0:00
	
9/13/2007 17:00

	
Foam
Chamber DT 203
	
$1,450.00 
	
9/11/2007 0:00
	
10/15/2007 17:00

	
Foam
Chamber DT 204
	
$1,450.00 
	
9/11/2007 0:00
	
10/15/2007 17:00

	
Foam
Chamber CT-205
	
$1,850.00 
	
9/11/2007 0:00
	
10/15/2007 17:00

	
Foam
Chamber SV-107
	
$1,450.00 
	
9/11/2007 0:00
	
10/15/2007 17:00

	
Foam
Chamber SV-108
	
$1,450.00 
	
9/11/2007 0:00
	
10/15/2007 17:00

	
Foam
Chamber SV-109
	
$2,500.00 
	
9/11/2007 0:00
	
10/15/2007 17:00

	
Pump
Building
	
$20,000.00 
	
8/6/2007 0:00
	
10/1/2007 17:00

	
Lay
Plastic Pipe  TerraFirma Contracting
	
$39,390.00 
	
8/21/2007 0:00
	
8/28/2007 17:00

	
10"
SDR 9 Pipe
	
$25,839.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
10"
SDR 9 to 8" Steel Pipe
	
$520.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
10"
SDR 9 90Degree
	
$2,216.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
10"
SDR 9 45Degree
	
$780.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
10"
SDR 9 Tee
	
$909.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
10"
SDR 9 X 
	
$349.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
10"
X 6" SDR 9 Reducer
	
$453.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
6"
SDR 9 Pipe
	
$2,975.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
6"
SDR 9 to 6 " Steel
	
$1,190.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
6"
SDR 9 90 Degree
	
$100.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
12"
SDR 9 
	
$3,356.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
12"
SDR 9 to 12" Steel
	
$2,723.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
12"
SDR 9 90 Degree
	
$866.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
12"
SDR 9 45 Degree
	
$0.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
1
1/2" SDR 9 Pipe
	
$0.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
1
1/2" SDR 9 to 1 1/2" Steel
	
$0.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
1
1/2" SDR 9 90 Degree
	
$0.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
1
1/2" SDR 9 45 Degree
	
$0.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
1
1/2" SDR 9 Tee
	
$0.00 
	
8/3/2007 0:00
	
8/20/2007 17:00

	
Electrical
Parts
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
MCC
Sections
	
$15,000.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Variable
Freq Drive Fans
	
$4,577.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Start
Stop Stations
	
$1,650.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
   MCC
Section 1
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-920A
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-920B
	
$5,000.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-930
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-870A
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-870B
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-820A
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-820B
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
MCC
Section 2
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-810A
	
$5,000.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-810B
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
 
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
MCC
Section 3
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-860A
	
$5,000.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-860B
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Digital
Out Module
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Conduit
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Power
Runs
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-920A
	
$89.15 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Two
runs 1" Plastic One for Power One for Control
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-920B
	
$26.75 
	
8/15/2007 0:00
	
8/15/2007 17:00

	
P-930
	
$187.68 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-850
A  3/4" 
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-850B
	
$223.19 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
2"
to JB1
	
$84.50 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-870A
  80' 3/4" for JB1 to 870
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-870B
	
$139.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-820A
 90' 3/4" from JB1 to 820
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-820B
	
$141.17 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-810A
90' 3/4" from JB1 to 810
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-810B
	
$141.17 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
2"
to JB1
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-860A
100' 1 1/2" from JB1 to 860A
	
$139.09 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-860B
 100' 1 1/2" from JB1 to 860B
	
$141.55 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Wire
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
transmitter
wire
	
$572.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
2/0
Grounding Cable
	
$11,800.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
1
1/2" 
	
$2,688.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Loading
Rack to MCC
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
CT-201
to MCC
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Grounding
Finished Product Tank Farm
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
MCC
to Plant
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Plant
to Tank Farm
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Tank
Farm to Loading Racks
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Plant
to Furnace
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Plant
to Flare
	
$2,187.85 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
#12
	
$1,067.36 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
#10
	
$653.40 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
#6
	
$650.18 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
#14
Control
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Loading
Rack   3 SS Stations
	
$170.82 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Tanks
Farm 2 SS
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Digital
In module
	
$650.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Box
	
$650.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Start
Stop Stations
	
$806.20 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
MCC
Sections
	
$5,000.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Start
Stop Stations
	
$750.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Digital
Out Module
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Conduit
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
1"
Plastic to Office
	
$88.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Power
Runs
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-640A&B
	
$222.30 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-650A
	
$109.17 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-640
A  3/4" 
	
$187.68 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
P-650
A  3/4" 
	
$88.39 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Wire
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
2/0
Grounding Cable
	
$714.40 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Plant
to Tank Farm
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Tank
Farm to Loading Racks
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
#12
	
$113.43 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
#6
	
$726.26 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
#14
Control
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Loading
Rack   3 SS Stations
	
$194.41 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Digital
In module
	
$650.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Box
Heater
	
$350.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Start
Stop Stations
	
$806.20 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Lighting
	
$0.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Lighting
Panel
	
$5,700.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Transformer
	
$400.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Pole
Lights
	
$56,000.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Walkway
Lights
	
$9,600.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Loading
Rack Lights
	
$12,800.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Pipe
Rack Lights
	
$12,000.00 
	
8/15/2007 0:00
	
9/28/2007 17:00

	
Electrical
Labor
	
$0.00 
	
10/22/2007 0:00
	
11/20/2007 17:00

	
Electrical
Contractor
	
$633,225.00 
	
10/22/2007 0:00
	
11/20/2007 17:00

	
Install
Furnace FI
	
$1,000.00 
	
10/22/2007 0:00
	
11/20/2007 17:00

	
Skelly
Station Wiring
	
$20,000.00 
	
10/22/2007 0:00
	
11/20/2007 17:00

	
SV-107
Mixer
	
$2,800.00 
	
10/22/2007 0:00
	
11/20/2007 17:00

	
FCV-850
	
$800.00 
	
10/22/2007 0:00
	
11/20/2007 17:00

	
Flow
Switch Combustor
	
$800.00 
	
10/22/2007 0:00
	
11/20/2007 17:00

	
Conoco-Phillips
Pipeline flow  meter
	
$1,400.00 
	
10/22/2007 0:00
	
11/20/2007 17:00

	
Level
Transmitter SV111/112
	
$1,200.00 
	
10/22/2007 0:00
	
11/20/2007 17:00

	
Tank
Thermocouple Installation
	
$4,000.00 
	
10/22/2007 0:00
	
11/20/2007 17:00

	
Instrument
Parts
	
$0.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Control
Computers
	
$6,000.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Tank
Farm Level Gauges
	
$11,840.50 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Analog
In Module
	
$2,000.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Junction
Boxes
	
$30,000.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Conduit
to Box
	
$26.75 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Miscellaneous
	
$20,187.68 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Power
to Box
	
$26.75 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
#12
THHN
	
$218.06 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Box
Heater
	
$150.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Conduit

	
$785.20 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Cable
	
$4,400.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Flow
switch combustor
	
$1,400.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Site
Glasses for Tanks
	
$19,750.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Level
Transmitters for Charge
	
$15,200.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Flow
Transmitters for Charge
	
$10,450.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Sealed
Capillaries
	
$950.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Alarm
Switches
	
$5,225.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
JB-5
Instrument Junction Box Tank Farm
	
$3,000.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Modbus
Cable to Office
	
$0.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
JB-3
Junction Box
	
$6,000.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
New
Furnace Control Box
	
$25,000.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Flow
Indicator Furnace
	
$10,000.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Board
TI's for tanks
	
$1,750.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Thermo
Couple Wire
	
$1,500.00 
	
10/1/2007 0:00
	
11/2/2007 17:00

	
Valves
	
$0.00 
	
7/31/2007 0:00
	
8/29/2007 17:00

	
Pressure
Regulator SV-111
	
$4,497.00 
	
7/31/2007 0:00
	
8/29/2007 17:00

	
Pressure
Regulator SV-112
	
$0.00 
	
7/31/2007 0:00
	
8/29/2007 17:00

	
Control
Valves
	
$47,151.00 
	
7/31/2007 0:00
	
8/29/2007 17:00

	
Relief
Valve 595
	
$3,100.00 
	
7/31/2007 0:00
	
8/29/2007 17:00

	
Basket
Strainers
	
$24,700.00 
	
7/31/2007 0:00
	
8/29/2007 17:00

	
Basket
Strainers with Air Eliminators
	
$3,020.00 
	
7/31/2007 0:00
	
8/29/2007 17:00

	
Y
Strainers for Spray tower Spray bars
	
$2,000.00 
	
7/31/2007 0:00
	
8/29/2007 17:00

	
Diesel
and Crude Filters
	
$23,334.00 
	
7/31/2007 0:00
	
8/29/2007 17:00

	
Flow
Solenoid P-760
	
$5,695.00 
	
7/31/2007 0:00
	
8/29/2007 17:00

	
Valves
	
$62,812.00 
	
7/31/2007 0:00
	
8/29/2007 17:00

	
Pipe
& Fittings
	
$0.00 
	
8/2/2007 0:00
	
9/14/2007 17:00

	
C&R
Industries
	
$191,291.00 
	
8/2/2007 0:00
	
8/2/2007 17:00

	
Slope
Line
	
$12,000.00 
	
8/6/2007 0:00
	
9/14/2007 17:00

	
Diesel
Loading Top Tray Tower
	
$2,904.00 
	
8/6/2007 0:00
	
9/14/2007 17:00

	
Field
Welding
	
$0.00 
	
8/20/2007 0:00
	
11//2007
 5:00:00 PM

	
Hanson
Welding & Fabrication
	
$902,820.00 
	
8/20/2007 0:00
	
11//2007
 5:00:00 PM

	
Slop
Tank Line
	
$12,000.00 
	
8/20/2007 0:00
	
10/15/2007 17:00

	
Roustabouts
	
$0.00 
	
7/30/2007 0:00
	
10/27/2007 17:00

	
Terrafirma
Contracting Inc
	
$520,410.00 
	
7/30/2007 0:00
	
10/27/2007 17:00

	
Schmids
Dozer - Gravel & Road Base
	
$55,903.00 
	
8/6/2007 0:00
	
9/4/2007 17:00

	
Loading
Racks
	
$0.00 
	
8/10/2007 0:00
	
9/30/2007 17:00

	
Hose
Products
	
$56,566.00 
	
8/10/2007 0:00
	
9/30/2007 17:00

	
Ron
Wilson Shut off Valves
	
$10,776.00 
	
8/10/2007 0:00
	
9/30/2007 17:00

	
Loading
Racks Skelly Systems
	
$37,116.00 
	
8/10/2007 0:00
	
9/30/2007 17:00

	
Don
Johnson
	
$18,420.00 
	
8/10/2007 0:00
	
9/30/2007 17:00

	
Combustor
	
$0.00 
	
7/31/2007 0:00
	
9/12/2007 17:00

	
TCI
USA      Combustor
	
$36,874.00 
	
7/31/2007 0:00
	
9/12/2007 17:00

	
Steel
	
$0.00 
	
7/31/2007 0:00
	
8/29/2007 17:00

	
C
& R Industries
	
$32,794.58 
	
7/31/2007 0:00
	
8/29/2007 17:00

	
Heaters
	
$0.00 
	
8/6/2007 0:00
	
10/19/2007 17:00

	
Watt
Equipment
	
$72,000.00 
	
8/15/2007 0:00
	
10/19/2007 17:00

	
Glycol
Heater System for Produced Water Tank
	
$16,464.00 
	
8/6/2007 0:00
	
9/21/2007 17:00

	
Hot
Oil
	
$0.00 
	
11/15/2007 0:00
	
11/29/2007 17:00

	
Radco
	
$35,379.00 
	
11/15/2007 0:00
	
11/29/2007 17:00

	
Buildings
	
$0.00 
	
8/7/2007 0:00
	
9/24/2007 17:00

	
Repair
Utility Building
	
$20,000.00 
	
8/7/2007 0:00
	
9/24/2007 17:00

	
Repair
Cooper Building
	
$5,000.00 
	
8/7/2007 0:00
	
9/24/2007 17:00

	
Add
20' to Office Building
	
$18,321.00 
	
8/7/2007 0:00
	
9/24/2007 17:00

	
Lab
Equipment
	
$0.00 
	
8/9/2007 0:00
	
10/15/2007 17:00

	
Koehler
Automatic D86 Machine
	
$18,394.00 
	
8/9/2007 0:00
	
10/15/2007 17:00

	
Lab
Computer
	
$3,000.00 
	
8/9/2007 0:00
	
10/15/2007 17:00

	
Scale
Computer
	
$3,000.00 
	
8/9/2007 0:00
	
10/15/2007 17:00

	
Office
Computer
	
$1,500.00 
	
8/9/2007 0:00
	
10/15/2007 17:00

	
Flash
Point Tester ASTM D93
	
$2,019.00 
	
8/9/2007 0:00
	
10/15/2007 17:00

	
Cloud
& Pour Point Tester D97
	
$8,872.00 
	
8/9/2007 0:00
	
10/15/2007 17:00

	
Antek
9000 Series Sulfur Analyser
	
$40,000.00 
	
8/9/2007 0:00
	
10/15/2007 17:00

	
Oil
Pipe Line Connection
	
$345,000.00 
	
9/17/2007 0:00
	
10/19/2007 17:00

	
Rail
Facilities
	
$0.00 
	
7/27/2007 0:00
	
7/27/2007 8:00

	
Recapture
Project Costs
	
$755,000.00 
	
7/27/2007 0:00
	
7/27/2007 17:00

	
Engineering
& Management
	
$0.00 
	
7/27/2007 0:00
	
2/21/2008 17:00

	
Select
Engineering
	
$0.00 
	
7/27/2007 0:00
	
10/19/2007 17:00

	
     P&ID
Review
	
$18,000.00 
	
7/27/2007 0:00
	
7/27/2007 17:00

	
     Civil
Review
	
$6,000.00 
	
7/27/2007 0:00
	
7/27/2007 17:00

	
     Structural
Off Skid Review
	
$6,000.00 
	
7/27/2007 0:00
	
7/27/2007 17:00

	
     Vessels
Drawing
	
$15,000.00 
	
7/27/2007 0:00
	
8/10/2007 17:00

	
     Piping
Plan & Elevation On Skid
	
$33,750.00 
	
7/27/2007 0:00
	
10/19/2007 17:00

	
     Piping
Iso Drawings On Skid
	
$27,000.00 
	
7/27/2007 0:00
	
10/19/2007 17:00

	
    Structural
Steel Drawings On Skid
	
$21,000.00 
	
7/27/2007 0:00
	
8/10/2007 17:00

	
Siek
Surveying Service  Survey Plant
	
$6,600.00 
	
7/27/2007 0:00
	
7/31/2007 17:00

	
Interline
Management 
	
$601,650.00 
	
7/27/2007 0:00
	
2/21/2008 17:00

	
Construction
Insurance
	
$84,309.00 
	
7/27/2007 0:00
	
7/27/2007 17:00

	
Startup
Costs (Labor, Chemicals)
	
$0.00 
	
10/1/2007 0:00
	
10/31/2007 17:00

	
Plant
Labor staff for 30 days prior to startup
	
$154,000.00 
	
10/1/2007 0:00
	
10/31/2007 17:00

	
Contingency
	
$0.00 
	
7/27/2007 0:00
	
7/27/2007 17:00

	
Unforeseen
changes due to equipment changes
	
$200,000.00 
	
7/27/2007 0:00
	
7/27/2007 17:00

	
Equipment
changes
	
$200,000.00 
	
7/27/2007 0:00
	
7/27/2007 17:00

	
Price
increases
	
$200,000.00 
	
7/27/2007 0:00
	
7/27/2007 17:00

	
Winter
Construction
	
$200,000.00 
	
7/27/2007 0:00
	
7/27/2007 17:00

	
 
	
 
	
 
	
 

	
 
	
$11,413,858.82 
	
 
	
 



















EXHIBIT “E”
PLANS








EXHIBIT “F”
ADVANCES

1.

Draw Request.  A “Draw Request” means a properly
completed and executed written application by Borrower to Lender in the form of
Exhibit “F-1” (or in another form approved by Lender) setting forth the
amount of Loan proceeds desired, together with such schedules, affidavits,
releases, waivers, statements, invoices, bills, and other documents,
certificates and information required by Lender.  At least five (5)
business days before the requested date of each advance, Borrower shall deliver
a Draw Request to Lender.  Borrower shall be entitled to an advance only in
an amount approved by Lender in accordance with the terms of this Agreement and
the Loan Documents.  Lender shall not be required to make advances more
frequently than twice each calendar month. Lender shall, only upon the
satisfaction of all applicable conditions of this Agreement and the Loan
Documents, make the requested advance to Borrower on a business day within five
(5) business days after such satisfaction. Each Draw Request, and Borrower’s
acceptance of any advance, shall be deemed to ratify and confirm that all
representations and warranties in the Loan Documents remain true and correct as
of the date of the Draw Request and the advance, respectively.

2.

Advances.  Borrower shall disburse all advances made
to Borrower, for payments of the costs and expenses specified in the Budget for
which the advances were made, and for no other purpose.  Following receipt
and approval of a Draw Request, all supporting documentation and information,
Lender will determine the amount of the advance it will make in accordance with
this Agreement, the Loan Documents, the Budget, and the following standards:

(a)

For construction work other than tenant improvement work, advances
will be made on the basis of one hundred percent (100%) of the costs shown on
the application for payment from the contractor reviewed and approved by Lender
of the work or material in place on the Improvements that comply with the terms
of the Loan Documents, minus all previous advances and all amounts required to
be paid by Borrower, as described in Column (B) of the Budget.

(b)

Unless otherwise approved by Lender, in Lender’s sole discretion,
Advances will not be made for building materials or furnishings that are not yet
incorporated into the Improvements (“stored materials”) unless the stored
materials are in Borrower’s possession and satisfactorily stored on the Land and
the aggregate of advances for stored materials that have not yet been
incorporated into the Improvements does not exceed the Stored Materials Advance
Limit.

3.

Conditions to the First Advance.  As conditions
precedent to the first advance hereunder, Borrower must have satisfied the
conditions required under this Agreement, including all of those conditions set
forth in Exhibit “C” and Section 4 below.

4.

Conditions to All Advances.  As conditions precedent
to each advance made pursuant to a Draw Request, in addition to all other
requirements contained in this Agreement, Borrower must satisfy the following
conditions, and deliver to Lender evidence of such satisfaction:

(a)

All conditions to the first advance have been and continue to be
satisfied.

(b)

Borrower must have delivered to Lender a Draw Request.

(c)

No Default or any event which, with the giving of notice or the
lapse of time, or both, could become a Default, exists.

(d)

The representations and warranties made in the Loan Documents must
be true and correct on and as of the date of each advance and no event shall
have occurred or condition or circumstance shall exist which, if known to
Borrower, would render any such representation or warranty incorrect or
misleading.

(e)

Each subcontract or other contract for labor, materials, services
and/or other work included in a Draw Request shall have been duly executed and
delivered by all parties thereto and shall be effective, and Lender shall have
received a true and complete copy of a fully executed copy of each such
subcontract or other contract as Lender may have requested, together with
performance and payment bonds securing such contracts and subcontracts, to the
extent required by Lender, in form and substance satisfactory to Lender.

(f)

No mechanic’s or materialmen’s lien or other encumbrance shall
have been filed and remain in effect against the Property, no stop notices shall
have been served on Lender that have not been bonded by Borrower in a manner and
amount satisfactory to Lender, and releases or waivers of mechanics’ liens and
receipted bills showing payment of all amounts due to all parties who have
furnished materials or services or performed labor of any kind in connection
with the Property shall have been obtained (and, to the extent required by
Lender, copies thereof shall have been delivered to Lender).

(g)

If required by Lender, the Title Insurance shall have been
endorsed and brought to date in a manner  satisfactory to Lender to
increase the coverage by the amount of each advance through the date of each
such advance with no additional title change or exception not approved by
Lender.

(h)

Lender shall have received written certification from Interline
that, to the best of such party’s knowledge, information, and belief,
construction is in accordance with the Plans, the quality of the work for which
the advance is requested is in accordance with the applicable contract, the
amount of the advance requested represents work in place based on on-site
observations and the data compromising the Draw Request, the work has progressed
in accordance with the construction contract and schedule, and the applicable
contractor is entitled to payment of the amount certified.  Such
certification shall be in form acceptable to Lender and may be provided in whole
or in part on AIA Form G702/703.

(i)

If later required by Lender, in Lender’s sole discretion, Lender
shall have received (i) a foundation survey made immediately after, but in no
event later than ten (10) days after, the laying of the foundation of each
building or structure of the Improvements satisfactory to Lender complying with
Exhibit “G”, (ii) a certificate of Borrower’s construction manager
stating that based on personal inspection the foundations have been completed in
accordance with the Plans and are satisfactory in all respects, and (iii) a
bearing capacity test report with respect to the excavated footings and
foundations, reviewed and approved by the Borrower’s architect and, if required
by Lender or the Construction Consultant.

(j)

If later required by Lender, in Lender’s sole discretion, Lender
shall have received within ten (10) days after the pouring of concrete for any
Improvements, a report satisfactory to Lender and, if required by Lender or the
Construction Consultant of the results of concrete tests made at the time the
concrete is poured.

(k)

If later required by Lender, in Lender’s sole discretion, Lender
shall have received within ten (10) days after the compaction of any soil for
construction, a report satisfactory to Lender or the Construction Consultant of
the results of soil tests.

(l)

If later required by Lender, in Lender’s sole discretion, Lender
shall promptly receive a professional report on the content and contamination,
if any, of the soils of the Property.

(m)

As of the date of making such advance, no event shall have
occurred, nor shall any condition exist, that could have an adverse effect on
the enforceability of the Loan Documents, be materially adverse to the financial
condition of Borrower or any Guarantor, impair the ability of Borrower or any
Guarantor to fulfill its material obligations under the Loan Documents, or
otherwise have any adverse effect whatsoever on the Property.

(n)

The Improvements shall not have been damaged and not repaired and
shall not be the subject of any pending or threatened condemnation or adverse
zoning proceeding.

(o)

With respect to any advance to pay a contractor, Lender shall have
received original applications for payments in form approved by Lender,
containing a breakdown by trade and/or other categories acceptable to Lender,
executed and certified by each contractor and Borrower’s architect, accompanied
by invoices. 

(p)

Borrower shall have delivered to Lender an Owner’s Affidavit
certifying that the funds disbursed to date by Lender have been paid to the
appropriate parties.

(q)

Borrower shall have submitted copies of notarized partial lien
waiver forms executed by each contractor and each appropriate subcontractor,
supplier and materialman, including, without limitation, from all parties
sending statutory notices to contractors, notices to owners, or notices of
nonpayment, specifying in such partial lien waivers the amount paid in
consideration of such partial releases.

(r)

Borrower shall have delivered to Lender such other information,
documents and supplemental legal opinions as may be required by Lender.

5.

Final Advance for Improvements.  The final advance for
the Improvements (including retainage) shall not be made until thirty (30) days
after the later of the date on which the Improvements have been “completed,” as
defined by applicable state law, or if required by Lender, the date on which an
affidavit of completion has been recorded.  In the case of each such Draw
Request, Lender shall have received the following as additional conditions
precedent to the requested advance:

(a)

Certificates from Interline and, if required by Lender, from the
Construction Consultant, certifying that the Improvements (including any
off-site improvements) have been completed in accordance with, and as completed
comply with, the Plans and all laws and governmental requirements; and Lender
shall have received two (2) sets of detailed “as built” Plans approved in
writing by Borrower, Borrower’s architect, and each contractor.

(b)

Final affidavits (in a form approved by Lender) from Interline and
each contractor certifying that each of them and their subcontractors, laborers,
and materialmen has been paid in full for all labor and materials for
construction of the Improvements; and final lien releases or waivers (in a form
approved by Lender) by Borrower’s architect, engineer, contractor, and all
subcontractors, materialmen, and other parties who have supplied labor,
materials, or services for the construction of the Improvements, or who
otherwise might be entitled to claim a contractual, statutory or constitutional
lien against the Property.

(c)

The Title Insurance shall be endorsed to remove any exception for
mechanics’ or materialmen’s liens or pending disbursements, with no additional
title change or exception objectionable to Lender, and with such other
endorsements required by Lender.

(d)

Evidence satisfactory to Lender that all laws and governmental
requirements have been satisfied, including receipt by Borrower of all necessary
governmental licenses, certificates and permits (including certificates of
occupancy) with respect to the completion, use, occupancy and operation of the
Improvements, together with evidence satisfactory to Lender that all such
licenses, certificates, and permits are in full force and effect and have not
been revoked, canceled or modified.

(e)

Three (3) copies of a final as-built survey satisfactory to Lender
and complying with Exhibit “G.”

(f)

If applicable, an estoppel certificate and a subordination
agreement, in the form approved by Lender, from each tenant, and written
confirmation by each tenant having the right to do so that such tenant has
approved the completed Improvements.

6.

Direct Advances.  Borrower hereby irrevocably
authorizes Lender (but Lender shall have no obligation) to (i) advance Loan
funds directly to itself to pay interest due on the Loan, and (ii) advance and
directly apply the proceeds of any advance to the satisfaction of any of
Borrower’s obligations under any of the Loan Documents, even though Borrower did
not include that amount in a Draw Request and/or no Default exists. Each such
direct advance (except for application of a Borrower’s Deposit) shall be added
to the outstanding principal balance of the Loan and shall be secured by the
Loan Documents.  Unless Borrower pays such interest from other resources,
Lender may advance Loan funds pursuant to this Section for interest payments as
and when due.  Nothing contained in this Agreement shall be construed to
permit Borrower to defer payment of interest on the Loan beyond the date(s) due.
 The allocation of Loan funds in the Budget for interest shall not affect
Borrower’s absolute obligation to pay the same in accordance with the Loan
Documents.  Lender may hold, use, disburse and apply the Loan and the
Borrower’s Deposit for payment of any obligation of Borrower under the Loan
Documents.  Borrower hereby assigns and pledges the proceeds of the Loan
and any Borrower’s Deposit to Lender for such purposes.  Lender may advance
and incur such expenses as Lender deems necessary for the completion of the
Improvements and to preserve the Property, and any other security for the Loan,
and such expenses, even though in excess of the amount of the Loan, shall be
secured by the Loan Documents and shall be payable to Lender on demand.
 Lender may disburse any portion of any advance at any time, and from time
to time, to persons other than Borrower for the purposes specified in this
Section and the amount of advances to which Borrower shall thereafter be
entitled shall be correspondingly reduced.

7.

Conditions and Waivers.  All conditions precedent to
the obligation of Lender to make any advance are imposed hereby solely for the
benefit of Lender, and no other party may require satisfaction of any such
condition precedent or be entitled to assume that Lender will refuse to make any
advance in the absence of strict compliance with such conditions precedent.
 Any requirement of this Agreement may be waived, in whole or in part, in a
specific written waiver intended for that purpose and signed by Lender.
 Lender shall have the right to approve and verify the periodic progress,
costs incurred by Borrower, and the estimated costs remaining to be incurred,
after consultation with the Construction Consultant.  No advance shall
constitute an approval or acceptance by Lender of any construction work, or a
waiver of any condition precedent to any further advance, or preclude Lender
from thereafter declaring the failure of Borrower to satisfy such condition
precedent to be a Default.  No waiver by Lender of any condition precedent
or obligation shall preclude Lender from requiring such condition or obligation
to be met prior to making any other advance or from thereafter declaring the
failure to satisfy such condition or obligation to be a Default.

8.

Funding.  Borrower shall establish and maintain a
special account with a Wells Fargo Bank, Account Number 7682452086, Bank Routing
Number 124002971, Wells Fargo Bank, 5285 West 1100 North, Highland, Utah, 84003,
into which advances funded directly to Borrower (but no other funds), and
excluding direct disbursements made to or by Lender pursuant to this Agreement,
shall be deposited by Borrower, and against which checks shall be drawn only for
the payment of costs specified in the Budget, but which special account shall
not be used for any other purpose.  Borrower hereby irrevocably authorizes
Lender to deposit each advance requested by Borrower to the credit of Borrower
in that account, by wire transfer or other deposit.  Advances may also be
made, in addition to other methods contemplated herein, at Lender’s option, by
direct or joint check payment to any or all persons entitled to payment for work
or services performed or material furnished in connection with the Project or
the Loan, or by having the proceeds thereof made available to the Title Insurer
(or its agent) for disbursement.  Lender shall not be required to, and has
no responsibility to, supervise the proper application or distribution of funds
to third parties.








EXHIBIT “F-1”
DRAW REQUEST AFFIDAVIT

STATE OF ____________

)


ss
COUNTY OF __________

)

Before me, the undersigned authority, on this day personally
appeared ____________________ of ____________________, who being first duly
sworn by me, upon oath deposes and say that:

1.

He is duly authorized to make this affidavit and is fully
cognizant of all facts and matters herein stated.

2.

All funds heretofore advanced by Private Capital Group (the
“Lender”) to NorthCut Refining, LLC (the “Borrower”) upon a loan by Lender to
Borrower for the construction of improvements on _____________________, in the
City of ___________, County of ________________, State of Wyoming, have been
applied to the payment of obligations due by Borrower for materials, labor and
other costs incurred in connection with such construction, and for no other
purpose.

3.

The sum of $____________ represents items due by Borrower for
labor, materials and other costs incurred in connection with such construction
for the period ending _______, 200__ itemized on the reverse side of this
Affidavit or in other documents submitted to Lender with this Affidavit (such
itemization, whether on the reverse of this Affidavit or submitted separately,
being herein called the “Itemized Draw Request”).

4.

All sums advanced by Lender for the Itemized Draw Request will be
used solely for the purpose of paying the obligations owing by Borrower as shown
on the Itemized Draw Request, and for no other purpose.

5.

Upon disbursement by Borrower of the funds advanced by Lender for
the Itemized Draw Request, all obligations for labor, materials and other costs
heretofore incurred by Borrower in connection with such construction and which
are due and payable will be fully paid and satisfied.

6.

Affiant understands that this Affidavit is made for the purpose of
inducing Lender to make an advance to Borrower and that, in making such advance,
Lender will rely upon the accuracy of the matters stated in this Affidavit.


Notary
Public












EXHIBIT “G”
SURVEY REQUIREMENTS

A survey reasonably acceptable to Lender.











EXHIBIT “H”
LIST OF REQUIRED BONDS




					
	
Item
	
Beneficiary
	
Purpose
	
Issuer
	
Amount

	
1
	
Borrower
	
Payment of performance Bond for
welding and skid fabrication
	
 
	
$475,000

	
2
	
Borrower
	
Payment and Performance Bond for
concrete and labor
	
American Contractors Indemnity
Company
	
$598,766
















EXHIBIT “I”
COLLATERAL




Borrower hereby grants Lender a security interest in and to all of
the Collateral described as follows:

1.

Property.  The real property described on Exhibit
“A.”

2.

Other.  All other real and personal property rights
associated with the Property and the Office Building.

3.

All Assets.  All assets of Borrower, including but not
limited to all general intangibles, accounts, inventory, equipment, fixtures,
chattel paper, contracts, contract rights, goods, instruments, money, business
records, deposit accounts, intellectual property, designs, patents, patent
applications, trademarks, trademark applications, trademark registrations,
service marks, service mark applications, service mark registrations, trade
names, good will, technology, know-how, confidential information, trade secrets,
customer lists, supplier lists, copyrights, copyright applications, copyright
registrations, licenses, permits, franchises, tax refund claims, and any letter
of credit, guarantee claims, security interests or other security held by
Borrower to secure any accounts, all pipelines, easements and rights-of-way, and
contracts to operate the pipelines, all other personal property and fixtures,
wherever located and whether in the possession of Borrower or any other person
or entity, whether now existing or hereafter acquired, together with the
proceeds therefrom.








EXHIBIT “J”
PIPELINES




As described in the Trust Deeds executed by Interline Resources
Corporation at the closing of this Loan, which descriptions are incorporated by
reference in this Exhibit.








ARTICLE
1

THE
LOAN

1

1.1

General
Information and Exhibits

1

1.2

Definitions

1

1.3

Purpose

5

1.4

Commitment
to Lend

5

1.5

Budget

5

1.6

Collateral

5

ARTICLE
2

ADDITIONAL
COVENANTS AND AGREEMENTS

6

2.1

Construction
of the Improvements

6

2.2

Plans
and Changes

6

2.3

Contracts

6

2.4

Assignment
of Contracts and Plans

7

2.5

Storage
of Materials

8

2.6

Construction
Consultant

8

2.7

Inspection

8

2.8

Notice
to Lender

8

2.9

Financial
Statements

9

2.10

Other
Information

9

2.11

Reports
and Testing

9

2.12

Appraisal

9

2.13

Payment
of Withholding Taxes

10

ARTICLE
3

REPRESENTATIONS
AND WARRANTIES

10

ARTICLE
4

DEFAULT
AND REMEDIES

12

4.1

Events
of Default

12

4.2

Remedies,
Including Power of Attorney

13

ARTICLE
5

GENERAL
TERMS AND CONDITIONS

14

5.1

Lender’s
Consent

14

5.2

Miscellaneous

15

5.3

Notices

15

5.4

Successors
and Assigns

16

5.5

Sale/Assignment
of Loan

16

5.6

Modification
or Termination

16

5.7

Costs
and Expenses

16

5.8

Further
Assurances

17

5.9

Inducement
to Lender

17

5.10

Forum

17

5.11

Interpretation

18

5.12

No
Partnership, etc

18

5.13

Records

18

5.14

Entire
Agreement

18

5.15

Reservations
of Rights

19

5.16

Counterparts

19

5.17

Conflict
in Documents

19

5.18

Lien
Release

19

5.19

Disclaimer
for Negligence

19

5.20

Limitation
of Consequential Damages

19

5.21

JURY
TRIAL WAIVER

20

5.22

INTEGRATION

20

EXHIBIT
“A”

LEGAL
DESCRIPTION OF PROPERTY

1

EXHIBIT
“B”

BASIC
INFORMATION

1

EXHIBIT
“C”

CONDITIONS
PRECEDENT TO ADVANCES – DEFAULT

1

EXHIBIT
“D”

BUDGET

1

EXHIBIT
“E”

PLANS

1

EXHIBIT
“F”

ADVANCES

1

EXHIBIT
“F-1”

DRAW
REQUEST AFFIDAVIT

1

EXHIBIT
“G”

SURVEY
REQUIREMENTS

1

EXHIBIT
“H”

LIST
OF REQUIRED BONDS

1

EXHIBIT
“I”

COLLATERAL

1

EXHIBIT
“J”

PIPELINES

1