PROMISSORY
      NOTE

    


    


    
      	
              $50,000.00

            	
              December
                13, 2007 

            


    

    


    FOR
      VALUE
      RECEIVED, Renewal
      Fuels, Inc.,
      a
      Delaware corporation (the "Borrower"), having an office at 1818 North Farwell
      Avenue, Milwaukee, Wisconsin 53202, hereby promises to pay to the order of
      Phoenix
      Investors, LLC
      (the
      "Lender"), at the Lender's principal residence located at 1818 North Farwell
      Ave, Milwaukee, WI 53202, or at such other place in the continental United
      States as the Lender may designate in writing, in lawful money of the United
      States, and in immediately available funds, the principal sum of FIFTY THOUSAND
      DOLLARS ($50,000), and to pay interest thereon at an annual rate equal to twelve
      percent (12%) on the later of February 11, 2008 or the date at which all sums
      owed by Borrower to Yorkville Advisors, LLC has been repaid by
      Borrower.

    


    All
      payments made hereunder shall be applied first to interest accrued and second
      to
      payment of the reduction of the outstanding principal. 

    


    This
      Note
      may be prepaid, in whole or in part, at any time, without premium or penalty
      of
      any kind. 

    


    In
      the
      event of a default by the Borrower or in the event any payment of principal
      or
      interest or of principal and interest as the case may be, required to be paid
      by
      this Note is not paid when due, or in the event of any other violation or breach
      of any term, condition, covenant or provision of this Note, the entire remaining
      unpaid principal of this Note and all accrued but unpaid interest thereon shall
      immediately be due and payable at the option of the holder hereof. 

    


    To
      the
      fullest extent permitted by law, Borrower, for itself and its representatives,
      successors and assigns, hereby: (a) waive notice of maturity, demand,
      presentment for payment, diligence in collection, and notice of non-payment
      and
      protest; (b) waive all applicable execution, valuation, and appraisal rights
      with respect to any demand or action on this Note; (c) consent and agree to
      any
      extension of time, whether one or more, for the payment hereof and/or to any
      and
      all renewals hereof; and (d) consent and agree that Holder may release any
      party
      liable for the payment hereof, and otherwise amend this Note, and that any
      such
      extension, release, or amendment may be without notice to and without
      discharging or effecting the liability of any party liable
      hereunder.

    


    Borrower,
      for itself and its representatives, successors and assigns, hereby agrees that
      if this Note is placed in the hands of an attorney for collection or to defend
      or enforce any of the rights of Holder, then Borrower shall be obligated to
      pay,
      in addition to any and all costs and disbursement otherwise allowed, all costs
      and expenses, including, but not limited to reasonable attorney’s fees incurred
      by Holder in connection therewith, whether or not suit is filed.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    If
      any
      term, covenant or condition of this Note or the application thereof to any
      person or circumstance shall, to any extent, be invalid or unenforceable, then
      the remainder of this Note, or the application of such term, covenant or
      condition to persons or circumstances other than those as to which it is held
      invalid or unenforceable shall not be affected thereby. Each term, covenant,
      and
      condition of this Note shall be valid and enforceable to the fullest extent
      permitted by law. This Note shall be governed, in all respects, by the internal
      laws of the State of New York.

    


    IN
      WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the
      day
      and year first above written.

    


    


    RENEWAL
      FUELS, INC.

    


    


    By:  
      /s/
      John
      King                              


    Name:
      John King

    Title:
      CEO & CFO