Unassociated Document


     

    
      EQUITY
        BRIDGE NOTE

       

      NEITHER
        THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
        THE
        SECURITIES WHICH MAY BE ISSUABLE PURSUANT HERETO HAVE BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES
        LAWS. THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE ARE BEING OFFERED PURSUANT TO
        AN
        EXEMPTION FROM REGISTRATION UNDER REGULATION S (“REGULATION S”) PROMULGATED
        UNDER THE ACT. THE
        SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)
        IN THE
        ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
        THE ACT, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER,
        IN
        A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER THE
        ACT OR
        (II) UNLESS SOLD PURSUANT TO, AND IN ACCORDANCE WITH, RULE 144 OR RULE 144A
        UNDER THE ACT OR OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
        REGULATION S UNDER THE ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND
        REGULATIONS. NOTWITHSTANDING THE FOREGOING, SUBJECT TO COMPLIANCE WITH
        APPLICABLE SECURITIES LAWS, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
        A
        BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
        THE
        SECURITIES. THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SECURITIES PURCHASE
        AGREEMENT (SHARES AND EQUITY BRIDGE NOTES), DATED AS OF DECEMBER 19, 2007,
        BY
        AND AMONG COMANCHE CLEAN ENERGY CORPORATION AND THE BUYERS LISTED THEREIN
        (“SECURITIES PURCHASE AGREEMENT”).

       

      Comanche
        Clean Energy Corporation

       

      Equity
        Bridge Note

       

      
        	
                Issuance
                  Date: December 19, 2007

              	
                Original
                  Principal Amount: U.S.
                  $_____________

              


      

      


      FOR
        VALUE RECEIVED,
        Comanche
        Clean Energy Corporation, a Cayman Islands company (the "Company"),
        hereby promises to pay to the order of [_________] or registered permitted
        assigns ("Holder"),
        in
        the manner set out in Section 3 below, the amount set out above as the Original
        Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption
        (or prepayment), or otherwise, the "Principal",
        or
“Principal
        Amount”)
        when
        due, whether upon the Maturity Date (as defined below), acceleration, redemption
        (or prepayment) or otherwise (in each case in accordance with the terms hereof)
        and to pay, in the manner set out in Section 3 below, interest ("Interest")
        on any
        outstanding Principal at the Interest Rate applicable from time to time from
        the
        Closing Date until the same becomes due and payable, whether upon the Maturity
        Date, acceleration, redemption (or prepayment) or otherwise (in each case
        in
        accordance with the terms hereof). This Equity Bridge Note (including all
        Equity
        Bridge Notes issued in exchange, transfer or replacement hereof, as amended,
        restated, supplemented and/or modified from time to time in accordance with
        the
        provisions hereof, this "Note")
        is one
        of an issue of Equity Bridge Notes issued pursuant to the Securities Purchase
        Agreement on the Closing Date (collectively, the "Notes"
        and
        such other Equity Bridge Notes, the "Other Notes").
        Certain capitalized terms used herein are defined in Section 29. Capitalized
        terms used but not defined herein shall have the meanings ascribed to them
        in
        the Securities Purchase Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (1) MATURITY;
        PREPAYMENT.
        On the
        Maturity Date, the Company shall pay to the Holder, in the manner set out
        in
        Section 3 below, an amount representing all outstanding Principal, all accrued
        and unpaid Interest and all fees if any. The "Maturity Date"
        shall
        be the first anniversary of the Closing Date. This Note may be prepaid by
        the
        Company as provided in clause (a) below, and the Holder may compel redemption
        hereof as provided in clause (b) below.

       

      (a) 
        Provided
        that:

       

      (1) either
        of
        the following have occurred, (A) the expansion of the sugar-cane ethanol
        production facility owned by the Company’s indirect subsidiary, Comanche
        Biocombustiveis de Canitar, Ltda. to a crushing capacity of 1,200,000 tons
        of
        annual crush substantially as described in the Comanche Clean Energy-Canitar
        Unit Assessment of Design Equipment Selection, Chronogram and Cost Estimate
        prepared by Moex, Moagem e Extraçao (“Independent
        Engineer”)
        has
        reached a stage of 50% completion or greater, in the written estimation of
        the
        Independent Engineer or other independent engineer reasonably acceptable
        to the
        Required Holders, or (B) the Company has issued notes (other than the Notes
        or
        the Cash Bridge Notes or the Earlier Financings) having aggregate of principal
        amount of $32,000,000 or greater, and provided further that,

       

      (2) the
        Company may prepay this Note for an amount, payable in the manner set out
        in
        Section 3 below, equal to 100% of the Principal Amount, together with Interest,
        the amount identified as “Prepayment Consideration” in column (7) corresponding
        to Holder on the Schedule of Buyers to the Securities Purchase Agreement,
        and
        any other amounts due and payable on the prepayment date, and, in the event
        that
        the prepayment occurs before the expiration of six months following the Closing
        Date, together with a fee equal to the amount of Interest that would have
        been
        payable on the Note had the same remained outstanding from the prepayment
        date
        to the expiration of such six month period, and provided further
        that,

       

      (3) the
        Company shall not exercise its right to make any voluntary redemptions or
        prepayments with respect to this Note unless it shall also concurrently exercise
        its right to redeem or prepay all the Other Notes
        pro
        rata.

       

      (b) At
        any
        time after the six month anniversary of the Closing Date, the Holder may,
        by its
        written notice, require the Company to redeem this Note prior to the Maturity
        Date for an amount, payable in the manner set out in Section 3 below, equal
        to
        100% of the Principal Amount, together with Interest and other amounts, if
        any,
        due and payable on the prepayment date (the “Prepayment
        Date”),
        together with a fee equal to the amount of Interest that would have been
        payable
        on the Note had the same remained outstanding from the Prepayment Date until
        the
        Maturity Date (the “Prepayment
        Amount”).
        To
        redeem the Note and obtain the Prepayment Amount on the Prepayment Date,
        the
        Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt
        on or
        prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice
        of prepayment (the "Prepayment
        Notice")
        to the
        Company and (B) surrender this Note to a common carrier for delivery to the
        Company as soon as practicable on or following such date (or an indemnification
        undertaking in respect of this Note in the case of its loss, theft or
        destruction). On or before the second (2nd) trading day following the date
        of
        receipt of a Prepayment Notice, the Company shall transmit by facsimile a
        confirmation of receipt of such Prepayment Notice to the Holder and the
        Company's transfer agent (the "Transfer
        Agent"),
        which
        confirmation shall constitute an instruction to the Transfer Agent to process
        such Prepayment Notice in accordance with the terms herein, and (X) provided
        that the Transfer Agent is participating in the Depository Trust Company
        ("DTC")
        Fast
        Automated Securities Transfer Program, the applicable registration statement
        is
        effective under the 1933 Act and provided that the Holder is eligible to
        receive
        Shares through DTC, credit such aggregate number of Shares to which the Holder
        shall be entitled to the Holder's or its designee's balance account with
        DTC
        through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer
        Agent is not participating in the DTC Fast Automated Securities Transfer
        Program
        or the Holder is not eligible to receive Shares through DTC, issue and deliver
        to the address as specified in the Prepayment Notice, a certificate, registered
        in the name of the Holder or its designee, for the number of Shares to which
        the
        Holder shall be entitled. The Person or Persons entitled to receive the Shares
        issuable upon prepayment of this Note shall be treated for all purposes as
        the
        record holder or holders of such Shares on the Prepayment Date. 

       

      
        
           

        

        
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      (2) INTEREST;
        INTEREST RATE.
        (a)
        Interest on this Note (i) shall accrue interest at the Interest Rate, commencing
        on the Closing Date,
        (ii) shall be computed on the basis of a 360-day year comprised of twelve
        (12)
        thirty (30) day months and (iii) shall be payable in arrears on the Maturity
        Date or earlier payment pursuant to Section 1. Interest on this Note shall
        accrue from the Closing Date
        until the Principal Amount is paid or, if a paying agent is engaged by the
        Company, transferred to such paying agent with instructions to pay the same.
        Interest shall be payable to the record Holder of this Note in
        the
        manner set out in Section 3. 

       

      (b) Interest
        on this Note that is payable, and is punctually paid or duly provided for,
        shall
        be paid to the Person in whose name this Note is registered at
        the
        opening of business on
        the
        date such interest is paid at the office or agency of the Company maintained
        for
        such purpose or at the office of a payment agent located in the state of
        New
        York engaged by the Company for the purpose of making payments under this
        Note
        and the Other Notes. Each payment of interest on this Note shall be made
        by
        delivery of a certificate covering Shares as provided in Section 3 to the
        address of the Holder specified in the register of Notes. 

       

      (c) From
        and
        after the occurrence and during the continuance of an Event of Default, the
        Interest Rate shall be increased to two percent (2.0%) in excess of the Interest
        Rate otherwise payable, except that if the Event of Default resulted from
        the
        failure to make an payment as described in Section 4(a)(v), the Interest
        Rate
        applicable to the unpaid amount from and after the occurrence and during
        the
        continuance of such Event of Default shall be increased to four percent (4.0%)
        in excess of the Interest Rate otherwise payable. In the event that the relevant
        Event of Default is subsequently cured or waived, the adjustment referred
        to in
        the preceding sentence shall cease to be effective as of the date of such
        cure
        or waiver; provided that the Interest as calculated and unpaid at such increased
        rate during the continuance of such Event of Default shall continue to apply
        to
        the extent relating to the days after the occurrence of such Event of Default
        to
        but excluding the date of cure or waiver of such Event of Default. For purposes
        of this Section 2(c), the period of the Event of Default in respect of Section
        4(a)(i) only, shall commence the first day after the grace periods specified
        therein expire and shall end on the day upon which the applicable Registration
        Statement becomes effective or again becomes available, as
        applicable.

       

      
        
           

        

        
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      (3) PAYMENT
        IN SHARES.
        The
        Company shall pay Principal Amounts, Interest, Redemption Prices, fees and
        other
        amounts due under this Note not in cash but rather in Shares, assuming a
        value
        of $6.00 (subject
        to appropriate adjustments for any
        stock
        dividend, stock split, stock combination, reclassification or similar
        transaction
        after
        the Issuance Date)
        per
        Share, so that the number of Shares or fractional shares required to be
        delivered in payment of a given amount is determined by dividing the amount
        by
        $6.00 (subject
        to appropriate adjustments for any
        stock
        dividend, stock split, stock combination, reclassification or similar
        transaction
        after
        the Issuance Date).

       

      (4) RIGHTS
        UPON EVENT OF DEFAULT.

       

      (a) Event
        of Default.
        Each of
        the following events shall constitute an "Event
        of Default":

       

      (i) the
        failure of the applicable Registration Statement as
        defined in
        the
        Registration Rights Agreement required
        to be filed pursuant thereto
        to be
        declared effective by the SEC on or prior to the date that is sixty (60)
        days
        after the applicable Effectiveness Deadline (as defined in the Registration
        Rights Agreement) (other than a failure substantially
        due to information required from investors not being provided or being
        inaccurate or incomplete) or, while the applicable Registration Statement
        is
        required to be maintained effective pursuant to the terms of the Registration
        Rights Agreement, the effectiveness of the applicable Registration Statement
        lapses for any reason (including, without limitation, the issuance of a stop
        order) or is unavailable to any holder of the Notes for sale of all of such
        holder's Registrable Securities (as defined in the Registration Rights
        Agreement) in accordance with the terms of the Registration Rights Agreement,
        and such lapse or unavailability continues for a period of fifteen (15)
        consecutive days or such
        Registration Statement lapses or is unavailable
        more
        than three times in any 365-day period and
        the
        aggregate time of such lapse or unavailability exceeds
        forty-five (45) days in the aggregate. (other,
        in each case, than days during an Allowable Grace Period or a Maintenance
        Grace
        Period (as each term is defined in the Registration Rights
        Agreement));

       

      (ii)
         the
        suspension from trading or failure of the Shares to be listed on an Eligible
        Market for a period of seven (7) consecutive Trading Days or for more than
        an
        aggregate of fifteen (15) Trading Days in any 365-day period;

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

       

      (iii)
         the
        Company's failure to deliver the required number of Shares upon prepayment
        pursuant to Section 1 within ten (10) Business Days after the notice of election
        of prepayment;

       

      (iv) at
        any
        time following the twentieth (20th)
        consecutive Business Day that the Holder's Authorized Share Allocation (as
        defined in Section 11(a) hereof) is less than the number of Shares that the
        Holder would be entitled to receive upon maturity or prepayment of this
        Note;

       

      (v) the
        Company's failure to pay to the Holder any amount of Principal, Interest,
        fees
        or other amounts when and as due under this Note or any other Transaction
        Document (as defined in the Securities Purchase Agreement) or any other
        agreement, document, certificate or other instrument delivered in connection
        with the transactions contemplated hereby and thereby to which the Holder
        is a
        party, except, in the case of a failure to pay Interest or fees when and
        as due,
        in which case only if such failure continues for a period of at least two
        (2)
        Business Days;

       

      (vi) A
        default
        under any lease, bond, debenture, note or other evidence of indebtedness
        of the
        Company or any of its Subsidiaries or under any indenture or other instrument
        under which any such evidence of indebtedness has been issued or by which
        it is
        governed, or any combination thereof, under the terms of which documents
        the
        Company and/or its Subsidiaries is/are obligated to pay $2,000,000 or more,
        and
        the expiration of the applicable period of grace, if any, specified in such
        lease, evidence of indebtedness, indenture or other instrument;

       

      (vii) the
        Company or any of its Subsidiaries (A) shall institute any proceeding or
        voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking
        dissolution, liquidation, winding up, reorganization, arrangement, adjustment,
        protection, relief or composition of it or its debts under any law relating
        to
        bankruptcy, insolvency, reorganization or relief of debtors, or seeking the
        entry of an order for relief or the appointment of a receiver, administrative
        receiver, administrator, trustee, custodian, liquidator or other similar
        official for any such Person or for any substantial part of its property,
        or any
        other Insolvency Proceeding, (B) shall be generally not paying its debts
        as such
        debts become due or shall admit in writing its inability to pay its debts
        generally or shall be unable to pay its debts, (C) shall make a general
        assignment for the benefit of creditors, or (D) shall take any action to
        authorize or effect any of the actions set forth above in this subsection
        (vii);


       

      (viii) any
        proceeding shall be instituted against the Company or any of its Subsidiaries
        seeking to adjudicate it bankrupt or insolvent, or seeking dissolution,
        liquidation, winding up, reorganization, arrangement, adjustment, protection,
        relief of debtors, or seeking the entry of an order for relief or the
        appointment of a receiver, administrative receiver, administrator, trustee,
        custodian, liquidator or other similar official for any such Person or for
        any
        substantial part of its property, or any other Insolvency Proceeding shall
        be
        instituted against the Company or any Subsidiary, and any such proceeding
        shall
        remain undismissed or unstayed for a period of thirty (30) days or any of
        the
        actions sought in such proceeding (including, without limitation, the entry
        of
        an order for relief against any such Person or the appointment of a receiver,
        administrative receiver, administrator, trustee, custodian, liquidator or
        other
        similar official for it or for any substantial part of its property) shall
        occur;

       

      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

       

      (x) the
        loss,
        suspension or revocation of, or failure to renew, any license or permit now
        held
        or hereafter acquired by the Company or any
        Subsidiary of the Company,
        if such
        license or permit is not
        promptly
        replaced
        with a similar license or permit and, after giving effect to such replacement
        license or permit, such loss, suspension, revocation or failure to renew
        has or
        could reasonably be expected to have a Material Adverse Effect;

       

      (xi) the
        indictment of the Company or any
        Subsidiary of the Company
        under
        any criminal statute, or commencement of criminal or civil proceedings against
        the Company or any
        Subsidiary of the Company,
        pursuant to which statute or proceedings the penalties or remedies sought
        or
        available include forfeiture to any Governmental Authority of any material
        portion of the property of such Person and the loss of such property could
        reasonably be expected to have a Material Adverse Effect;

       

      (xii) a
        Change
        of Control shall
        have occurred;

       

      (xiii) a
        breach,
        default, event of default or termination shall occur under any Material Contract
        after giving effect to applicable grace periods, if any, contained in any
        such
        Material Contract that gives any third party the right to terminate any such
        Material Contract;

       

      (xiv) one
        or
        more final and unappealable judgments or orders for the payment of money
        is
        rendered against the Company or any Subsidiary in excess of $2,000,000 in
        the
        aggregate (provided that, any judgment covered by insurance where the insurer
        has assumed responsibility in writing for such judgment,
        has the
        financial ability to pay such judgment and has
        acknowledged that the Company or Subsidiary, as applicable, will receive
        the
        proceeds of such insurance within thirty (30) days of the issuance of a final,
        non-appealable judgment and execution thereon is effectively stayed shall
        not be
        included in calculating such amount) and shall remain undischarged or unvacated
        for a period in excess of sixty (60) days or execution shall at any time
        not be
        effectively stayed, or any final and unappealable judgment other than for
        the
        payment of money, or injunction, attachment, garnishment or execution is
        rendered against the Company or any Subsidiary and
        shall
        remain undischarged or unvacated for a period in excess of sixty (60) days
        or
        execution shall at any time not be effectively stayed;

       

      (xv)
        any
        representation or warranty made by the Company herein (a) containing a
        materiality threshold, is incorrect or misleading when made or (b) in respect
        of
        any such representation or warranty which does not contain a materiality
        threshold, the same is materially misleading or materially incorrect when
        made
        or (B) the Company breaches any covenant (other than the covenants set forth
        in
        Section 14 of this Note) or other material term or condition of any Transaction
        Document, except, in the case of a breach of a covenant, term or condition
        which
        is curable, only if such breach continues for a period of at least twenty
        (20)
        consecutive Business Days;

       

      (xvi) any
        material breach or failure to comply with the
        Pledge Agreement or Section
        14 of this Note, provided that any breach or failure to comply with Section
        14(v) of the Note shall not constitute an Event of Default unless such breach
        or
        failure, individually or in the aggregate, shall have a Material Adverse
        Effect;

       

      
        
           

        

        
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      (xvii) any
        Event
        of Default (as defined in the Other Notes) occurs in respect of any Other
        Note;


       

      (xviii) [intentionally
        omitted]; 

       

      (xix) the
        Company and/or any
        Subsidiary of the Company
        is/are
        enjoined, restrained or in any way prevented by the order of any court or
        any
        Governmental Authority from conducting all or any material part of its or
        their
        business for more than ten (10) days provided that such curtailment could
        reasonably be expected to have a Material Adverse Effect;

       

      (xx) [intentionally
        omitted]; or 

       

      (xxi) any
        cessation of a substantial part of the business of the Company and/or
any
        Subsidiary of the Company
        for a
        period which could reasonably be expected to have a Material Adverse
        Effect.

       

      (b) Redemption
        Right.
        Upon
        the Company's obtaining knowledge of the occurrence of an Event of Default
        in
        respect of this Note or any Other Note, the Company shall, as soon as possible,
        but in any event, within two (2) Business Days thereafter deliver written
        notice
        thereof via facsimile and overnight courier (an "Event
        of Default Notice")
        to the
        Holder. At any time after the earlier of the Holder's receipt of such Event
        of
        Default Notice and the Holder's becoming aware of such an Event of Default
        in
        respect of this Note or any Other Note, the Holder may require the Company
        to
        redeem all or any portion of this Note by delivering written notice thereof
        (the
        "Event
        of Default Redemption Notice")
        to the
        Company, which Event of Default Redemption Notice shall indicate the portion
        of
        this Note the Holder is electing to redeem. Each portion of this Note subject
        to
        redemption by the Company pursuant to this Section 4(b) shall be redeemed
        as
        provided in Section 12(a) by the Company at a price, payable as provided
        in
        Section 3, equal to the sum of (i) the Principal Amount to be redeemed together
        with accrued and unpaid Interest up to and including the Redemption Date,
        in
        respect of such Principal Amount and (ii) the Redemption Premium (the
        "Event
        of Default Redemption Price").
        For
        purposes of this Section 4(b) and Section 12(a), an Event of Default occurring
        under Section 4(a)(i) hereof shall be deemed to be cured on the day upon
        which
        the applicable Registration Statement becomes effective or again becomes
        available, as applicable. To the extent redemptions required by this Section
        4(b) are deemed or determined by a court of competent jurisdiction to be
        prepayments of the Note by the Company, such redemptions shall be deemed
        to be
        voluntary prepayments. The parties hereto agree that in the event of the
        Company's redemption of any portion of the Note under this Section 4(b),
        the
        Holder's damages would be uncertain and difficult to estimate because of
        the
        parties' inability to predict future interest rates and the uncertainty of
        the
        availability of a suitable substitute investment opportunity for the Holder.
        Accordingly, any Redemption Premium due under this Section 4(b) is intended
        by
        the parties to be, and shall be deemed, a reasonable estimate of the Holder's
        actual loss of its investment opportunity and not as a penalty.

       

      
        
           

        

        
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      (5) RIGHTS
        UPON FUNDAMENTAL TRANSACTION AND CHANGE OF CONTROL.

       

      (a) Assumption.
        The
        Company shall not enter into or be party to a Fundamental Transaction unless,
        in
        the case of a Fundamental Transaction of the type described in clause (ii),
        (iii), (iv), or (v) of the definition thereof if the Successor Entity in
        such
        Fundamental Transaction is a person other than the Company, such Successor
        Entity assumes in writing all of the obligations of the Company under this
        Note
        and the other Transaction Documents in accordance with the provisions of
        this
        Section 5(a) pursuant to written agreements in form and substance reasonably
        satisfactory to the Required Holders including agreements to deliver to each
        holder of Notes in exchange for such Notes securities of the Successor Entity
        evidenced by a written instrument substantially similar in form and substance
        to
        the Notes, including, without limitation, having a principal amount and interest
        rate equal to the principal amounts then outstanding and the interest rates
        of
        the Notes held by such holder. Upon the occurrence of any Fundamental
        Transaction, such Successor Entity shall succeed to, and be substituted for
        (so
        that from and after the date of such Fundamental Transaction, the provisions
        of
        this Note referring to the "Company" shall refer instead to such Successor
        Entity), and may exercise every right and power of the Company and shall
        assume
        all of the obligations of the Company under this Note with the same effect
        as if
        such Successor Entity had been named as the Company herein. The provisions
        of
        this Section shall apply similarly and equally to successive Fundamental
        Transactions and shall be applied without regard to any limitations on the
        redemption of this Note.

       

      (b) Redemption
        Right.
        No
        sooner than fifteen (15) days nor later than ten (10) days prior to the
        consummation of a Change of Control, but not prior to the public announcement
        of
        such Change of Control, the Company shall deliver written notice thereof
        via
        facsimile and overnight courier to the Holder (a "Change
        of Control Notice").
        At
        any time during the period beginning after the Holder's receipt of a Change
        of
        Control Notice and ending twenty (20) Business Days after the consummation
        of
        such Change of Control, the Holder may require the Company to redeem all
        or any
        portion of this Note by delivering written notice thereof ("Change
        of Control Redemption Notice")
        to the
        Company, which Change of Control Redemption Notice shall indicate the Principal
        Amount the Holder is electing to redeem. The portion of this Note subject
        to
        redemption pursuant to this Section 5 shall be redeemed by the Company at
        a
        price, payable in the manner set out in Section 3, equal to the sum of (i)
        the
        Principal Amount being redeemed, plus (ii) accrued and unpaid Interest up
        to and
        including the date of redemption, plus (iii) the Breakage Cost, and (iv)
        the
        Redemption Premium (such sum, the "Change
        of Control Redemption Price").
        For
        purposes of the preceding sentence, “Breakage
        Cost”
shall
        equal the product of 0.01 times the Principal Amount the Holder is electing
        to
        redeem. Redemptions required by this Section 5 shall be made in accordance
        with
        the provisions of Section 12 and shall have priority over payments to
        stockholders in connection with a Change of Control. To the extent redemptions
        required by this Section 5(b) are deemed or determined by a court of competent
        jurisdiction to be prepayments of the Note by the Company, such redemptions
        shall be deemed to be voluntary prepayments. The parties hereto agree that
        in
        the event of the Company's redemption of any portion of the Note under this
        Section 5(b), the Holder's damages would be uncertain and difficult to estimate
        because of the parties' inability to predict future interest rates and the
        uncertainty of the availability of a suitable substitute investment opportunity
        for the Holder. Accordingly, any redemption premium due under this Section
        5(b)
        is intended by the parties to be, and shall be deemed, a reasonable estimate
        of
        the Holder's actual loss of its investment opportunity and not as a penalty,
        and
        the receipt by the Holder of the Change of Control Redemption Price shall
        constitute full satisfaction of the amount requested to be redeemed pursuant
        to
        this Section 5. 

       

      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      

       

      (6) [intentionally
        omitted]

       

      (7) [intentionally
        omitted]

       

      (8) [intentionally
        omitted] 

       

      (9) [intentionally
        omitted]

       

      (10) NONCIRCUMVENTION.
        The
        Company hereby covenants and agrees that the Company will not, by amendment
        of
        its Certificate of Incorporation, Bylaws or through any reorganization, transfer
        of assets, consolidation, merger, scheme of arrangement, dissolution, issue
        or
        sale of securities, or any other voluntary action, avoid or seek to avoid
        the
        observance or performance of any of the terms of this Note, and will at all
        times in good faith carry out all of the provisions of this Note and take
        all
        action as may be required to protect the rights of the Holder of this Note.
        

       

      (11) RESERVATION
        OF AUTHORIZED SHARES.

       

      (a) Reservation.
        For so
        long as any of the Notes are outstanding, the Company shall take all action
        necessary to reserve and keep available out of its authorized and unissued
        Shares, solely for the purpose of effecting the payment pursuant to Section
        3 of
        the Notes, 125% of the number of Shares as shall from time to time be necessary
        to pay all of the Notes then outstanding; provided that at no time shall
        the
        number of Shares so reserved be less than the number of shares required to
        be
        reserved by the previous sentence (without regard to any limitations on
        conversions) (the "Required
        Reserve Amount").
        The
        initial number of Shares reserved for conversions of the Notes and each increase
        in the number of shares so reserved shall be allocated pro rata among the
        holders of the Notes based on the principal amount of the Notes held by each
        holder at the Closing (as defined in the Securities Purchase Agreement) or
        increase in the number of reserved shares, as the case may be (the "Authorized
        Share Allocation").
        In
        the event that a holder shall sell or otherwise transfer any of such holder's
        Notes, each transferee shall be allocated a pro rata portion of such holder's
        Authorized Share Allocation. Any Shares reserved and allocated to any Person
        which ceases to hold any Notes shall be allocated to the remaining holders
        of
        Notes, pro rata based on the principal amount of the Notes then held by such
        holders.

       

      (b) Insufficient
        Authorized Shares.
        If at
        any time while any of the Notes remain outstanding, the Company does not
        have a
        sufficient number of authorized and unreserved Shares to satisfy its obligation
        to reserve for issuance upon maturity or prepayment of the Notes at least
        a
        number of Shares equal to the Required Reserve Amount (an "Authorized
        Share Failure"),
        then
        the Company shall immediately take all action necessary to increase the
        Company's authorized Shares to an amount sufficient to allow the Company
        to
        reserve the Required Reserve Amount for the Notes then outstanding. Without
        limiting the generality of the foregoing sentence, as soon as practicable
        after
        the date of the occurrence of an Authorized Share Failure, but in no event
        later
        than sixty (60) days after the occurrence of such Authorized Share Failure,
        the
        Company shall hold a meeting of its stockholders for the approval of an increase
        in the number of authorized Shares. In connection with such meeting, the
        Company
        shall provide each stockholder with a proxy statement and shall use its best
        efforts to solicit its stockholders' approval of such increase in authorized
        Shares and to cause its board of directors to recommend to the stockholders
        that
        they approve such proposal.

       

      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

       

      (12) HOLDER'S
        REDEMPTIONS.

       

      (a) Mechanics.
        The
        Company shall deliver the applicable Event of Default Redemption Price to
        the
        Holder within five (5) Business Days after the Company's receipt of the Holder's
        Event of Default Redemption Notice; provided that if the Event(s) of Default
        giving rise to the redemption right shall have been cured or waived on or
        before
        the fifth (5th) Business Day after the Company's receipt of the Holder's
        Event
        of Default Redemption Notice, such redemption right shall terminate. If the
        Holder has submitted a Change of Control Redemption Notice in accordance
        with
        Section 5(b), the Company shall deliver the applicable Change of Control
        Redemption Price to the Holder concurrently with the consummation of such
        Change
        of Control if such notice is received prior to the consummation of such Change
        of Control and within five (5) Business Days after the Company's receipt
        of such
        notice otherwise. In the event of a redemption of less than all of the Principal
        Amount of this Note, the Company shall promptly cause to be issued and delivered
        to the Holder a new Note (in accordance with Section 19(d)) representing
        the
        outstanding Principal which has not been redeemed. 

       

      (b) Redemption
        by Other Holders.
        Upon
        the Company's receipt of notice from any of the holders of the Other Notes
        for
        redemption or repayment as a result of an event or occurrence substantially
        similar to the events or occurrences described in Section 4(b) (each, an
        "Other
        Redemption Notice"),
        the
        Company shall immediately, but no later than one (1) Business Day after its
        receipt thereof, forward to the Holder by facsimile a copy of such notice.
        If
        the Company receives a Redemption Notice and one or more Other Redemption
        Notices, during the seven (7) Business Day period beginning on and including
        the
        date which is three (3) Business Days prior to the Company's receipt of the
        Holder's Redemption Notice and ending on and including the date which is
        three
        (3) Business Days after the Company's receipt of the Holder's Redemption
        Notice
        and the Company is unable to redeem all principal, interest and other amounts
        designated in such Redemption Notice and such Other Redemption Notices received
        during such seven (7) Business Day period, then the Company shall redeem
        a pro
        rata amount from each holder of the Notes (including the Holder) based on
        the
        principal amount of the Notes submitted for redemption pursuant to such
        Redemption Notice and such Other Redemption Notices received by the Company
        during such seven Business Day period.

       

      (13) VOTING
        RIGHTS.
        The
        Holder shall have no voting rights as the holder of this Note, except as
        required by law, including, but not limited to, the laws of the Cayman
        Islands.

       

      (14) COVENANTS.
        

       

      (a) Rank.
        All
        payments due under this Note shall rank (A) pari
        passu
        with all
        Other Notes, (B) senior to the Subordinated Indebtedness, all Indebtedness
        not
        constituting Permitted Indebtedness and all Permitted Indebtedness expressly
        designated as ranking junior to the Notes, and (C) pari
        passu
        with all
        other Permitted Indebtedness. Notwithstanding the foregoing, if Company shall
        have received notice of the existence of any Lien, the existence or priority
        of
        which is in violation of the first sentence of this Section 14(a), Company
        shall
        have ten (10) days after the receipt of such notice to remove such Lien (or
        obtain the agreement of the holder of such Lien that such Lien ranks in priority
        in accordance with the first sentence of this Section 14(a)).

       

      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

       

      (b) Incurrence
        of Indebtedness.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), the Company shall not, and the Company
        shall
        not permit any of its Subsidiaries to, directly or indirectly, incur or
        guarantee, assume or suffer to exist any Indebtedness, other than (i) the
        Indebtedness evidenced by this Note and the Other Notes and (ii) Permitted
        Indebtedness; provided, that prior to the incurrence of such Permitted
        Indebtedness, the Company or such Subsidiary, as applicable, shall deliver
        to
        the Collateral Agent a certificate setting out the basis of the calculation
        of
        the amount of Permitted Indebtedness, together with the opinion of an
        independent expert as to any production capacity assumptions used in such
        calculation.

       

      (c) Existence
        of Liens.
        Until
        this Note has been converted, redeemed or otherwise satisfied in accordance
        with
        its terms (other than in respect of contingent indemnification obligations
        in
        respect of which no claim has been asserted), the Company shall not, and
        the
        Company shall not permit any of its Subsidiaries to, create, incur, assume
        or
        suffer to exist any Lien upon or in respect of any of its properties, whether
        now owned or hereafter acquired; file or suffer to exist under the Uniform
        Commercial Code or any similar law or statute of any jurisdiction, a financing
        statement (or the equivalent thereof) that names it or any of its Subsidiaries
        as debtor; sign or suffer to exist any security agreement authorizing any
        secured party thereunder to file such financing statement (or the equivalent
        thereof); sell any of its property or assets subject to an understanding
        or
        agreement, contingent or otherwise, to repurchase such property or assets
        (including sales of accounts) with recourse to it or any of its Subsidiaries
        or
        assign or otherwise transfer, or permit any of its Subsidiaries to assign
        or
        otherwise transfer, any account or other right to receive income; other than,
        as
        to all of the above, Permitted Liens. Notwithstanding the foregoing, if Company
        shall have received notice of the existence of any Lien, the existence of
        which
        is in violation of the first sentence of this Section 14(c), Company shall
        have
        ten (10) days after the receipt of such notice to effect the removal of such
        Lien.

       

      (d) Restricted
        Payments.
        The
        Company shall not, and the Company shall not permit any of its Subsidiaries
        to,
        directly or indirectly, redeem, defease, repurchase, repay or make any payments
        in respect of, by the payment of cash or cash equivalents (in whole or in
        part,
        whether by way of open market purchases, tender offers, private transactions
        or
        otherwise), all or any portion of any Indebtedness (other than Indebtedness
        evidenced by the Other Notes or Permitted Indebtedness (other than the Permitted
        Indebtedness referenced in clauses (vi) and (xii) of the definition thereof
        and
        any other Subordinated Indebtedness), the payment of which shall not be
        restricted by the provisions of this Note or the Registration Rights Agreement),
        whether by way of payment in respect of principal of (or premium, if any)
        or
        interest on such Indebtedness, if at the time such payment is due or is
        otherwise made, or, after giving effect to such payment, an event constituting,
        or that with the passage of time and without being cured would constitute,
        an
        Event of Default has occurred or would occur and is, or would be, continuing;
        provided that notwithstanding the foregoing, no principal (or any portion
        thereof) of any Subordinated Indebtedness may be paid (whether upon maturity,
        redemption, acceleration or otherwise) so long as this Note is outstanding
        and
        for at least 91 days thereafter.

       

      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      

       

      (e) Restriction
        on Redemption and Cash Dividends.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), the Company shall not, nor permit any
        of its
        Subsidiaries to, directly or indirectly, 

       

      (i) Declare
        or pay any dividend or other distribution, or permit any Subsidiary to declare
        or pay any dividend or other distribution, in each case directly or indirectly,
        on account of any equity of the Company or any Subsidiary, except: 

       

      (A) any
        Subsidiary of the Company may pay dividends or make other distributions to
        the
        Company or any Subsidiary;

       

      (B) the
        Company or any Subsidiary may pay dividends in the form of common stock or
        preference stock otherwise permitted to be issued hereunder (but in no event
        in
        the form of preference stock requiring redemption prior to the Maturity Date);
        

       

      (C) the
        Company or any Subsidiary may pay cash dividends on any preference stock
        included within the limits for Subordinated Indebtedness in the definition
        of
        Permitted Indebtedness below;

       

      (D) dividends
        paid by the Company’s Brazilian Subsidiaries to their Brazilian officers by way
        of compensation up to an aggregate of $2,575,000 annually; or

       

      (ii) Make
        any
        repurchase, redemption (other than redemption of the Notes in accordance
        with
        the terms hereof), retirement, defeasance, sinking fund or similar payment,
        purchase or other acquisition for value, direct or indirect, of any equity
        of
        the Company or any direct or indirect parent of the Company, now or hereafter
        outstanding or make any payment to retire, or to obtain the surrender of,
        any
        outstanding warrants, options or other rights for the purchase or acquisition
        of
        shares of any class of equity of the Company, now or hereafter outstanding,
        except the Company may repurchase common stock held by employees, officers,
        and/or directors pursuant to any Approved Stock Plan upon the termination,
        retirement or death of any such employee, officer, and/or director in accordance
        with the provisions of such plan or pursuant to any incentive bonus plans
        pursuant to the terms thereof, provided that, as to any such repurchase,
        each of
        the following conditions is satisfied: (A) as of the date of the payment
        for
        such repurchase and after giving effect thereto on a pro forma basis, no
        Event
        of Default shall exist or have occurred and be continuing, (B) such repurchase
        shall be paid with funds legally available therefor, (C) such repurchase
        shall
        not violate any law or regulation or the terms of any indenture, agreement
        or
        undertaking to which the Company is a party or by which the Company or its
        property are bound, and (D) the aggregate amount of all payments for such
        repurchases in any calendar year shall not exceed $2,000,000; 

       

      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      

       

      (iii) Return
        any equity to any shareholders or other equity holders of the Company or
        any of
        its Subsidiaries, or make any other distribution of property, assets, equity,
        warrants, rights, options, obligations or securities thereto as such (other
        than
        as permitted hereunder or, in the case of such distribution of property or
        assets, to the extent not otherwise prohibited hereunder); 

       

      (iv) Pay
        any
        management fees or any other fees or expenses (including the reimbursement
        thereof by the Company) pursuant to any management, consulting or other services
        agreement to any of the shareholders or other equity holders of the Company
        except any such management fees or any other fees or expenses constituting
        payments to Greenwich Administrative Services LLC pursuant to the Administrative
        Services and Personnel Reimbursement Agreement, dated as of June 19, 2006,
        by
        and between Comanche Clean Energy, LLC and Greenwich Administrative Services,
        LLC (as in effect on the date hereof); or

       

      (v) Directly
        or indirectly make or commit to make any optional prepayment of, or otherwise
        repurchase any Indebtedness that is subordinated in right of payment to the
        Notes, including without limitation, any Subordinated Indebtedness.

       

      (f) Merger
        and Acquisition Activities.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than with respect to contingent indemnification obligations in respect
        of
        which no claim has been asserted), the Company shall not and shall not cause
        or
        permit any of its Subsidiaries to merge into or with or consolidate with
        any
        other Person or permit any other Person to merge into or with or consolidate
        with it or wind up, liquidate or dissolve, or permit any Subsidiary to do
        any of
        the foregoing, except that, subject to compliance with Section 5 hereof,
        (w) the
        Company may merge with and into or consolidate with the Company and any
        subsidiary may merge with or consolidate any other such Subsidiary, provided
        that as of the effective date of the merger or consolidation and after giving
        effect thereto, no Default or Event of Default shall exist or have occurred
        and
        be continuing, and upon the Holder’s request, the surviving entity, in the case
        of the Company, shall expressly confirm, ratify and assume the obligations
        under
        this Note, the Other Notes and the Transaction Documents in writing, in form
        and
        substance satisfactory to Holder), or (x) any Subsidiary may merge with and
        into
        or consolidate with another Person pursuant to a Permitted
        Acquisition.

       

      (g) Reporting
        Requirements.
        Unless
        the same is available on EDGAR prior to or on the applicable due date set
        forth
        herein, until this Note has been converted, redeemed or otherwise satisfied
        in
        accordance with its terms (other than in respect of contingent indemnification
        obligations in respect of which no claim has been asserted), the Company
        shall,
        upon request by the Holder, furnish to the Holder: 

       

      (i) within
        sixty (60) days (or forty-five (45) days if the Company shall have ceased
        to be
        a “Foreign Private Issuer” as defined under Rule 3b-4 promulgated under the 1934
        Act during the applicable reporting period) after the end of each fiscal
        quarter
        of the Company and its Subsidiaries (A) commencing with the first quarter
        of the
        Company and its Subsidiaries ending after the Effective Date (as defined
        in the
        Registration Rights Agreement), consolidated and consolidating balance sheets,
        consolidated and consolidating statements of operations and retained earnings
        and consolidated and consolidating statements of cash flows of the Company
        and
        its Subsidiaries as at the end of such quarter, and (B) on and after the
        end of
        the first twelve (12) months of the Company and its Subsidiaries ending after
        the Issuance Date, for the period commencing at the end of the immediately
        preceding Fiscal Year and ending with the end of such quarter, setting forth
        in
        each case in comparative form the figures for the corresponding date or period
        of the immediately preceding Fiscal Year setting forth in comparative form
        any
        projections with respect thereto, in each case all in reasonable detail and
        certified by an authorized officer of the Company as fairly presenting, in
        all
        material respects, the financial position of the Company and its Subsidiaries
        on
        a consolidated basis as of the end of such quarter and the results of operations
        and cash flows of the Company and its Subsidiaries on a consolidated basis
        for
        such quarter, in accordance with GAAP applied in a manner consistent with
        that
        of the most recent audited financial statements of the Company and its
        Subsidiaries furnished to the Holder, subject to the absence of footnotes
        and
        normal year-end adjustments;

       

      
        
           

        

        
          -13-

          
            

          

        

        
           

        

      

       

      (ii) within
        one hundred twenty (120) days (or ninety (90) days if the Company shall have
        ceased to be a “Foreign Private Issuer” as defined under Rule 3b-4 promulgated
        under the 1934 Act during the applicable reporting period) after the end
        of each
        Fiscal Year of the Company and its Subsidiaries, consolidated and consolidating
        balance sheets, consolidated and consolidating statements of operations and
        retained earnings and consolidated and consolidating statements of cash flows
        of
        the Company and its Subsidiaries as at the end of such Fiscal Year, and on
        and
        after the end of the first Fiscal Year of the Company and its Subsidiaries
        ending after the Issuance Date, setting forth in each case in comparative
        form
        the corresponding figures for the immediately preceding Fiscal Year and for
        any
        projections with respect thereto previously provided to the Holder, all in
        reasonable detail and prepared in accordance with GAAP, and accompanied by
        a
        report and an unqualified opinion, prepared in accordance with generally
        accepted auditing standards, of independent certified public accountants
        of
        nationally recognized standing selected by the Company (which opinion shall
        be
        without (A) a "going concern" or like qualification or exception, (B) any
        qualification or exception as to the scope of such audit, or (C) any
        qualification which relates to the treatment or classification of any item
        and
        which, as a condition to the removal of such qualification, would require
        an
        adjustment to such item, the effect of which would be to cause any noncompliance
        with the provisions of Section 14(l);

       

      (iii) simultaneously
        with the delivery of the financial statements of the Company and its
        Subsidiaries required by clauses (i) and (ii) of this Section 14(g), a
        certificate of an authorized officer of the Company (A) stating that such
        authorized officer has reviewed the provisions of the Notes and has made
        or
        caused to be made under his or her supervision a review of the condition
        and
        operations of the Company and its Subsidiaries during the period covered
        by such
        financial statements with a view to determining whether the Company and its
        Subsidiaries were in compliance with all of the provisions of the Notes at
        the
        times such compliance is required hereby and thereby, and that such review
        has
        not disclosed, and such authorized officer has no knowledge of, the existence
        during such period of an Event of Default or, if an Event of Default existed,
        describing the nature and period of existence thereof and the action which
        the
        Company and its Subsidiaries propose to take or have taken with respect thereto
        and (B) attaching a schedule showing the calculations of the financial covenants
        set forth in Section 14(l);

       

      
        
           

        

        
          -14-

          
            

          

        

        
           

        

      

       

      (iv) [intentionally
        omitted];

       

      (v) promptly
        after submission to any Governmental Authority, all documents and information
        furnished to such Governmental Authority in connection with any investigation
        of
        the Company other than routine inquiries by such Governmental
        Authority;

       

      (vi) as
        soon
        as possible, and in any event within three (3) Business Days after, in either
        case, Company obtains knowledge of any Default, the occurrence of any Event
        of
        Default or the occurrence of any event or development that could reasonably
        be
        expected to have a Material Adverse Effect, the written statement of an
        authorized officer of the Company setting forth the details of such Default,
        Event of Default or other event or development that could reasonably be expected
        to have a Material Adverse Effect and the action which the Company or any
        of its
        Subsidiaries proposes to take in respect thereof;

       

      (vii) promptly
        after the commencement thereof but in any event not later than five (5) Business
        Days after service of process in respect thereof on, or the obtaining of
        knowledge thereof by, the Company, notice of each action, suit or proceeding
        before any court or other Governmental Authority or other regulatory body
        or any
        arbitrator which, if adversely determined, could reasonably be expected to
        have
        a Material Adverse Effect;

       

      (viii) [intentionally
        omitted];

       

      (ix) promptly
        after the sending or filing thereof, copies of all statements, reports and
        other
        material information the Company or any Subsidiary sends to or files with
        any
        national (domestic or foreign) securities exchange;

       

      (x) promptly
        upon receipt thereof, copies of all financial reports (including, without
        limitation, management letters), if any, submitted to the Company by its
        auditors in connection with any annual or interim audit of the books thereof;
        and

       

      (xi) promptly
        upon request, such other information concerning the condition or operations,
        financial or otherwise, of the Company or
        any
        Subsidiary of the Company as
        the
        Holder may from time to time reasonably request.

       

      (h) Preservation
        of Existence, Etc.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), the Company shall maintain and preserve,
        and
        cause each of its Subsidiaries to maintain and preserve, its existence, rights
        and privileges, and become or remain, and cause each of its Subsidiaries
        to
        become or remain, duly qualified and in good standing in each jurisdiction
        in
        which the character of the properties owned or leased by it or in which the
        transaction of its business makes such qualification necessary, where the
        failure to qualify or be in good standing could reasonably be expected to
        have a
        Material Adverse Effect. Notwithstanding anything to the contrary set forth
        in
        this Note, without the consent of any Holder, a Subsidiary may be dissolved
        by
        merger into the Company or another Subsidiary, or dissolved, provided that
        all
        assets, shall theretofore have been transferred to the Company and/or one
        or
        more other Subsidiaries. 

       

      
        
           

        

        
          -15-

          
            

          

        

        
           

        

      

       

      (i) Keeping
        of Records and Books of Account.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), the Company shall keep, and cause each
        of its
        Subsidiaries to keep, adequate records and books of account, with complete
        entries made to permit the preparation of financial statements in accordance
        with GAAP.

       

      (j) Fiscal
        Year.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), the Company shall cause the Fiscal Year
        of
        the Company and its Subsidiaries to end on or about November 30 or December
        31
        of each calendar year.

       

      (k) Filing
        with the SEC.
        The
        Company shall file a resale registration statement on Form F-1 in accordance
        with the Registration Rights Agreement.

       

      (l) Financial
        Covenants.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), the Company shall not, unless the Required
        Holders shall otherwise consent in writing: 

       

      (i) Total
        Leverage Ratio.
        Permit
        the ratio of (A) the Indebtedness described in clause (iii), and in the proviso
        to clause (ii), of the definition of Permitted Indebtedness less cash and
        Cash
        Equivalents to (B) Consolidated
        EBITDA of the Company and its Subsidiaries for the twelve (12) consecutive
        months determined on a rolling basis with a new 12-month period beginning
        on the
        first day of each calendar month to
        be
        greater than 2.0
        to
1.0,
        provided that (x)
        in
        the calculation of such ratio for
        the
        first twelve month period following the First Closing Date, the Consolidated
        EBITDA of the Company and its Subsidiaries shall be equal to the higher of
        the
        actual such Consolidated EBITDA measured from and after the First Closing
        Date
        or $7,500,000, and (y) the
        Indebtedness represented by the Notes or by the Cash Bridge Notes of the
        Company
        described in the Securities Purchase Agreement (the “Cash
        Bridge Notes”)
        shall
        not be taken into account; and 

       

      (ii) Fixed
        Charge Coverage Ratio.
        Permit
        the Fixed Charge Coverage Ratio of the Company and its Subsidiaries for the
        twelve (12) consecutive months determined on a rolling basis with a new 12-month
        period beginning on the first day of each calendar month to be less than
        1.0
        to
1.0,
        such
        ratio being the ratio of: (A) the sum of Consolidated EBITDA of the Company
        and
        its Subsidiaries for such period plus Reserved Cash; to (B) the sum of (i)
        net
        interest on outstanding Indebtedness, (ii) scheduled amortization of outstanding
        Indebtedness, (iii) taxes, (iv) dividends on any Equity Interest and (v)
        consolidated capital expenditures not funded with Permitted Indebtedness
        and/or
        Equity Interests, all calculated according to GAAP, provided that (x)
        in
        the calculation of such ratio for the first twelve month period following
        the
First
        Closing
        Date,
        the
        Consolidated EBITDA of the Company and its Subsidiaries shall be equal to
        the
        higher of the actual such Consolidated EBITDA measured from and after the
        First
        Closing Date,
        or
        $7,500,000, and (y)
        the
        Indebtedness represented by the Notes or by
        the
        Cash Bridge Notes
        of the
        Company shall
        not
        be taken into account;

       

      
        
           

        

        
          -16-

          
            

          

        

        
           

        

      

       

      (m) Dispositions.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), the Company shall not, directly or indirectly
        make any Disposition or enter into any agreement to make any Disposition,
        except:

       

      (i) the
        sale
        by the Company or any Subsidiary of any inventory in the ordinary course
        of
        business;

       

      (ii) the
        sale
        or other disposition by the Company or any Subsidiary of (a) obsolete or
        discontinued inventory, and the sale or other disposition by the Company
        or any
        Subsidiary of obsolete, unnecessary or worn-out equipment, in each case,
        in the
        ordinary course of business, whether now owned or hereafter acquired, provided
        that the aggregate amount of any such assets sold in any Fiscal Year shall
        not
        exceed $2,000,000, and (b) equipment which is replaced with equipment having
        greater efficiency or providing better safety or environmental results, or
        (c)
        Clean Fuel Assets the production capacity of which is replaced by other Clean
        Fuel Assets in a Permitted Acquisition initiated not later than six months
        following the disposition.

       

      (iii) in
        addition to the other sales permitted under this Section 14(m), the sale
        or
        other disposition of Agricultural Land, provided that such disposition does
        not
        impair the ability of the Company or its Subsidiaries to have sufficient
        feedstock to satisfy the production capacity of their respective Industrial
        Projects;

       

      (iv) the
        sale,
        assignment, lease or sublease, license or other disposition of property by
        the
        Company or any Subsidiary to the Company or any Subsidiary;

       

      (v) any
        disposition pursuant to under Section 14(f) hereof;

       

      (vi) the
        non-exclusive license of Intellectual Property (as defined in the Securities
        Purchase Agreement) rights (including, without limitation, licenses) granted
        to
        a customer of the Company or any Subsidiary in the ordinary course of business,
        substantially consistent with past practice and not interfering in any material
        respect with the conduct of the business of the Company or any
        Subsidiary;

       

      (vii) any
        lease
        or sub-lease of Real Property to any Person other than the Company or a
        Subsidiary on terms and subject to conditions consistent with the market
        in
        respect of such lease or sub-lease at such time;

       

      (viii) [intentionally
        omitted];

       

      (ix) [intentionally
        omitted];

       

      (x) any
        Permitted Lien; 

       

      (xi) [intentionally
        omitted];

       

      
        
           

        

        
          -17-

          
            

          

        

        
           

        

      

       

      (xii) the
        transfer of funds as a payment on Indebtedness or other obligations owing
        by or
        to the Company and/or any Subsidiary to the extent not otherwise prohibited
        hereunder;

       

      (xiii) investments
        and capital contributions in or to the Company and/or any of its Subsidiaries
        to
        the extent not prohibited hereunder;

       

      (xiv) Subject
        to the prior approval of the Required Holders:

       

      (A) Disposition
        of non-strategic business assets not otherwise permitted under this Section
        14(m); or

       

      (B) Dispositions
        by the Company and its Subsidiaries not otherwise permitted under this Section
        14(m). 

       

      (n) Federal
        Reserve Regulations.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), neither the Company nor any of its
        Subsidiaries shall permit any of the Indebtedness under or the proceeds of
        this
        Note to be used for any purpose that would cause such Indebtedness to be
        a
        margin loan under the provisions of Regulation T, U or X of the Federal Reserve
        Board. 

       

      (o) Investment
        Company Act of 1940.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), neither the Company nor any of its
        Subsidiaries shall engage in any business, enter into any transaction, use
        any
        securities or take any other action, or permit any of its Subsidiaries to
        do any
        of the foregoing, that would cause it to become subject to the registration
        requirements of the Investment Company Act of 1940, as amended, by virtue
        of
        being an "investment company" or a company "controlled" by an "investment
        company" not entitled to an exemption within the meaning of such
        Act.

       

      (p) [intentionally
        omitted]

       

      (q) [intentionally
        omitted]

       

      (r) No
        Violation of Anti-Terrorism Laws.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), the Company shall not, and shall not permit
        any Subsidiary to: (i) violate any of the prohibitions set forth in the
        Anti-Terrorism Laws applicable to any of them or the business that they conduct,
        (ii) require the Collateral Agent or Holders to take any action that would
        cause
        the Collateral Agent or Holders to be in violation of the prohibitions set
        forth
        in the Anti-Terrorism Laws, it being understood that the Collateral Agent
        or any
        Holder can refuse to honor any such request or demand otherwise validly made
        by
        a the Company under this Note, (iii) knowingly conduct any business or engage
        in
        making or receiving any contribution of funds, goods or services to or for
        the
        benefit of any Designated Person or any other Person identified in any List,
        (iv) knowingly deal in, or otherwise engage in any transaction relating to,
        any
        property or interests in property blocked pursuant to any Anti-Terrorism
        Law,
        (v) repay the Notes with any funds derived from any unlawful activity with the
        result that the making of the Notes would be in violation of law, or (vi)
        knowingly engage in or conspire to engage in any transaction that evades
        or
        avoids, or has the purpose of evading or avoiding, or attempts to violate,
        any
        of the prohibitions set forth in any Anti-Terrorism Law (and the Company
        shall
        deliver to the Holder any certification or other evidence requested from
        time to
        time by the Holder in its reasonable discretion, confirming compliance with
        this
        Section 14(r)).

       

      
        
           

        

        
          -18-

          
            

          

        

        
           

        

      

       

      (s) Type
        of Business.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), the Company shall not, and shall not permit
        any of its Subsidiaries to, engage in any business, other than the businesses
        of
        the Company, and/or such Subsidiary on the Closing Date and any business
        reasonably related, similar, ancillary or complementary to the business in
        which
        the Company or the Subsidiaries of the Company are engaged on the Closing
        Date;

       

      (t) Loans,
        Advances and Investments.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), the Company shall not, and shall not permit
        any of its Subsidiaries to, make, directly or indirectly, any loans or advance
        money or property to any person, or invest in (by capital contribution, dividend
        or otherwise) or purchase or repurchase the Equity Interest or Indebtedness
        or
        all or a substantial part of the assets or property of any person, or form
        or
        acquire any Subsidiaries, or agree to do any of the foregoing, or permit
        any
        Subsidiary to do any of the foregoing, except:

       

      (i) [intentionally
        omitted];

       

      (ii) [intentionally
        omitted];

       

      (iii) any
        investment in cash or Cash Equivalents;

       

      (iv) loans,
        capital contributions or other investments by the Company or any Subsidiary
        to
        the Company or any Subsidiary; provided that, as of the date of any such
        loan,
        capital contribution or other investment and after giving effect thereto,
        the
        Company or Subsidiary making such loan, capital contribution or other investment
        shall be Solvent;

       

      (v) [intentionally
        omitted];

       

      (vi) Permitted
        Acquisitions and loans, capital contributions or other investments by the
        Company or any Subsidiary to the Company or any Subsidiary in order to carry
        out
        any Permitted Acquisitions; and

       

      (vii) dividends,
        redemptions, repurchases and other distributions permitted
        hereunder.

       

      (u) Transactions
        with Affiliates.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), the Company shall not, and shall not permit
        any of its Subsidiaries to, enter into, renew, extend or be a party to, any
        transaction or series of related transactions (including, without limitation,
        the purchase, sale, lease, transfer or exchange of property or assets of
        any
        kind or the rendering of services of any kind) with any Affiliate,
        except:

       

      
        
           

        

        
          -19-

          
            

          

        

        
           

        

      

       

      (i) to
        the
        extent necessary or desirable for the prudent operation of its business and
        for
        fair consideration and on terms no less favorable to it than would be obtainable
        in a comparable arm's length transaction with a Person that is not an Affiliate
        thereof; provided that, (A) if each party to such transaction is the Company
        or
        a Subsidiary, then the consideration and terms may be less favorable to one
        of
        them to the extent it is more favorable to the other, provided that such
        other
        entity is Solvent (as defined in the Securities Purchase Agreement) at the
        time
        of the transaction or (B) if a party to such transaction is the Company and
        the
        other is a Subsidiary or Affiliate, the consideration and terms may be less
        favorable to such Subsidiary or Affiliate;

       

      (ii) transactions
        expressly permitted by Sections 14(d), 14(e) (other than clause (i)(B) thereof
        unless, with respect to transactions among Affiliates, the conditions set
        forth
        in Section 14(u)(i) are satisfied), 14(f) (other than clause (y) thereof
        unless,
        with respect to transactions among Affiliates, the conditions set forth in
        Section 14(u)(i) are satisfied), 14(m) and 14(t); or

       

      (iii) loans
        existing on the date hereof set forth on Schedule
        14(u)
        hereto,
        but not any increase in the principal amount thereof as set forth in such
        Schedule or any other modification of the terms thereof.

       

      (v) Environmental.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), the Company shall not, and shall not permit
        any of its Subsidiaries to, permit the use, handling, generation, storage,
        treatment, release or disposal of Hazardous Materials (as defined in the
        Securities Purchase Agreement) at any property owned or leased by it or any
        of
        its Subsidiaries, except in compliance with Environmental Laws (as defined
        in
        the Securities Purchase Agreement), so long as such use, handling, generation,
        storage, treatment, release or disposal of Hazardous Materials could not
        reasonably be expected to result in Material Adverse Effect.

       

      (w) [intentionally
        omitted]

       

      (x) Compliance
        with Laws.
        Until
        this Note has been redeemed or otherwise satisfied in accordance with its
        terms
        (other than in respect of contingent indemnification obligations in respect
        of
        which no claim has been asserted), the Company shall comply, and cause each
        of
        its Subsidiaries to comply, with all applicable laws, rules, regulations,
        judgments and orders (including, without limitation, all Environmental Laws)
        in
        each case material to the conduct of its business and operations, except
        where
        the failure to so comply could not reasonably be expected to have a Material
        Adverse Effect.

       

      (15) [intentionally
        omitted]

       

      
        
           

        

        
          -20-

          
            

          

        

        
           

        

      

       

      (16) [intentionally
        omitted]

       

      (17) VOTE
        TO ISSUE, OR CHANGE THE TERMS OF, NOTES.
        Except
        as otherwise provided herein, no amendment, modification or waiver of any
        provision of a Note or any of the other Transaction Documents, or consent
        to any
        departure by any the Company or Holder therefrom, shall in any event be
        effective unless the same shall be in writing and signed by the Required
        Holders
        and the Company; provided that no amendment, modification, termination or
        waiver
        shall, unless in writing and signed by each holder of Notes directly affected
        thereby, (i) reduce the Principal, reduce the interest rate or any fees or
        extend the time of payment of Principal, interest or any fees, or waive any
        default, event of default or Event of Default or modify Section 1(a)(1)(3)
        and,
        provided, further, that no amendment, modification or waiver shall, unless
        in
        writing and signed by all Holders, (x) change the definition of "Required
        Holders" or the percentage of Holders required to take any action hereunder;
        (y)
        modify this Section 17 or (z) consent to the assignment, delegation or other
        transfer by the Company of any of its rights and obligations under any
        Transaction Document.

       

      (18) TRANSFER.
        This
        Note may be offered, sold, assigned or transferred by the Holder without
        the
        consent of the Company, provided that Holder and/or assignee give Company
        written notice of such assignment within ten (10) Business Days after the
        consummation of such assignment.

       

      (19) REISSUANCE
        OF THIS NOTE.

       

      (a) Transfer.
        If this
        Note is to be transferred, the Holder shall surrender this Note to the Company,
        whereupon the Company will forthwith issue and deliver upon the order of
        the
        Holder a new Note (in accordance with Section 19(d)), registered as the Holder
        may request, representing the outstanding Principal being transferred by
        the
        Holder and, if less then the entire outstanding Principal is being transferred,
        a new Note (in accordance with Section 19(d)) to the Holder representing
        the
        outstanding Principal not being transferred.

       

      (b) Lost,
        Stolen or Mutilated Note.
        Upon
        receipt by the Company of evidence reasonably satisfactory to the Company
        of the
        loss, theft, destruction or mutilation of this Note, and, in the case of
        loss,
        theft or destruction, of any indemnification undertaking by the Holder to
        the
        Company in customary form and, in the case of mutilation, upon surrender
        and
        cancellation of this Note, the Company shall execute and deliver to the Holder
        a
        new Note (in accordance with Section 19(d)) representing the outstanding
        Principal.

       

      (c) Note
        Exchangeable for Different Denominations.
        This
        Note is exchangeable, upon the surrender hereof by the Holder at the principal
        office of the Company, for a new Note or Notes (in accordance with Section
        19(d)
        and in principal amounts of at least $1,000) representing in the aggregate
        the
        outstanding Principal of this Note, and each such new Note will represent
        such
        portion of such outstanding Principal as is designated by the Holder at the
        time
        of such surrender.

       

      (d) Issuance
        of New Notes.
        Whenever the Company is required to issue a new Note pursuant to the terms
        of
        this Note, such new Note (i) shall be of like tenor with this Note, (ii)
        shall
        represent, as indicated on the face of such new Note, the Principal remaining
        outstanding (or in the case of a new Note being issued pursuant to Section
        19(a)
        or Section 19(c), the principal designated by the Holder which, when added
        to
        the principal represented by the other new Notes issued in connection with
        such
        issuance, does not exceed the Principal remaining outstanding under this
        Note
        immediately prior to such issuance of new Notes), (iii) shall have an issuance
        date, as indicated on the face of such new Note, which is the same as the
        Issuance Date of this Note, (iv) shall have the same rights and conditions
        as
        this Note, and (v) shall represent accrued and unpaid Interest.

       

      
        
           

        

        
          -21-

          
            

          

        

        
           

        

      

       

      (20) REMEDIES,
        CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE
        RELIEF.
        The
        remedies provided in this Note shall be cumulative and in addition to all
        other
        remedies available under this Note and any of the other Transaction Documents
        at
        law or in equity (including a decree of specific performance and/or other
        injunctive relief), and nothing herein shall limit the Holder's right to
        pursue
        actual and consequential damages for any failure by the Company to comply
        with
        the terms of this Note. Amounts set forth or provided for herein in respect
        of
        payments and the like (and the computation thereof) shall be the amounts
        to be
        received by the Holder and shall not, except as expressly provided herein,
        be
        subject to any other obligation of the Company (or the performance thereof).
        The
        Company acknowledges that a breach by it of its obligations hereunder will
        cause
        irreparable harm to the Holder and that the remedy at law for any such breach
        may be inadequate. The Company therefore agrees that, in the event of any
        such
        breach or threatened breach, the Holder shall be entitled, in addition to
        all
        other available remedies, to an injunction restraining any breach, without
        the
        necessity of showing economic loss and without any bond or other security
        being
        required.

       

      (21) PAYMENT
        OF COLLECTION, ENFORCEMENT AND OTHER COSTS.
        If (a)
        this Note is placed in the hands of an attorney for collection or enforcement
        or
        is collected or enforced through any legal proceeding or the Holder otherwise
        takes action to collect amounts due under this Note or to enforce the provisions
        of this Note or (b) there occurs any bankruptcy, reorganization, receivership
        of
        the Company or other proceedings affecting Company creditors' rights and
        involving a claim under this Note, then the Company shall pay the reasonable
        costs incurred by the Holder for such collection, enforcement or action or
        in
        connection with such bankruptcy, reorganization, receivership or other
        proceeding, including, but not limited to, reasonable attorneys' and financial
        advisory fees and disbursements. 

       

      (22) CONSTRUCTION;
        HEADINGS.
        This
        Note shall be deemed to be jointly drafted by the Company and all the Purchasers
        and shall not be construed against any person as the drafter hereof. The
        headings of this Note are for convenience of reference and shall not form
        part
        of, or affect the interpretation of, this Note.

       

      (23) FAILURE
        OR INDULGENCE NOT WAIVER.
        No
        failure or delay on the part of the Holder in the exercise of any power,
        right
        or privilege hereunder shall operate as a waiver thereof, nor shall any single
        or partial exercise of any such power, right or privilege preclude other
        or
        further exercise thereof or of any other right, power or privilege.

       

      (24) DISPUTE
        RESOLUTION.
        In the
        case of a dispute as to the arithmetic calculation of any Redemption Price,
        the
        Company shall submit the disputed determinations or arithmetic calculations
        via
        facsimile within two (2) Business Days of receipt, or deemed receipt, of
        the
        Redemption Notice or other event giving rise to such dispute, as the case
        may
        be, to the Holder. If the Holder and the Company are unable to agree upon
        such
        calculation within one (1) Business Day of such disputed calculation being
        submitted to the Holder, then the Company shall, within three (3) Business
        Days
        submit via facsimile the disputed arithmetic calculation of any Redemption
        Price
        to the Company's independent, outside accountant. The Company, at the Company's
        expense, shall cause the accountant to perform the calculations and notify
        the
        Company and the Holder of the results no later than five (5) Business Days
        from
        the time such investment bank or accountant receives the disputed determinations
        or calculations. Such investment bank's or accountant's calculation shall
        be
        binding upon all parties absent demonstrable error.

       

      
        
           

        

        
          -22-

          
            

          

        

        
           

        

      

       

      (25) NOTICES.
        Whenever notice is required to be given under this Note, unless otherwise
        provided herein, such notice shall be given in accordance with Section 9(f)
        of
        the Securities Purchase Agreement. The Company shall provide the Holder with
        prompt written notice of each of the following actions taken pursuant to
        this
        Note, including in reasonable detail a description of such action and the
        reason
        therefor: delivery of an Event of Default Notice (as required by Section
        4(b));
        delivery of a Change of Control Notice (as required by Section 5(b)); notice
        of
        and/or delivery of Event of Default Redemption Price or Change of Control
        Redemption Price (pursuant to Section 12(a)); delivery of an Other Redemption
        Notice (as required by Section 12(b)); determinations and/or calculations
        (as
        required by Section 24); other notices required by this Section 25, and
        disclosure of material nonpublic information (as required by Section
        30).

       

      (26) CANCELLATION.
        After
        all Principal, accrued Interest and other amounts at any time owed on this
        Note
        have been paid in full (other than contingent indemnification obligations
        in
        respect of which no claim has been asserted) or all remaining amounts
        outstanding hereunder are converted to Shares, this Note shall automatically
        be
        deemed canceled, shall be surrendered to the Company for cancellation and
        shall
        not be reissued.

       

      (27) WAIVER
        OF NOTICE.
        Except
        as otherwise expressly set forth herein, to the extent permitted by law,
        the
        Company hereby waives demand, notice, protest and all other demands and notices
        in connection with the delivery, acceptance, performance, default or enforcement
        of this Note and the Securities Purchase Agreement.

       

      (28) GOVERNING
        LAW; JURISDICTION;
        SEVERABILITY; JURY TRIAL.
        This
        Note shall be construed and enforced in accordance with, and all questions
        concerning the construction, validity, interpretation and performance of
        this
        Note shall be governed by, the internal laws of the State of New York, without
        giving effect to any choice of law or conflict of law provision or rule (whether
        of the State of New York or any other jurisdictions) that would cause the
        application of the laws of any jurisdictions other than the State of New
        York.
        The Company hereby irrevocably submits to the exclusive jurisdiction of the
        state and federal courts sitting in The City of New York, Borough of Manhattan,
        for the adjudication of any dispute hereunder or in connection herewith or
        with
        any transaction contemplated hereby or discussed herein, and hereby irrevocably
        waives, and agrees not to assert in any suit, action or proceeding, any claim
        that it is not personally subject to the jurisdiction of any such court,
        that
        such suit, action or proceeding is brought in an inconvenient forum or that
        the
        venue of such suit, action or proceeding is improper. Nothing contained herein
        shall be deemed to limit in any way any right to serve process in any manner
        permitted by law. In the event that any provision of this Note is invalid
        or
        unenforceable under any applicable statute or rule of law, then such provision
        shall be deemed inoperative to the extent that it may conflict therewith
        and
        shall be deemed modified to conform with such statute or rule of law. Any
        such
        provision which may prove invalid or unenforceable under any law shall not
        affect the validity or enforceability of any other provision of this Note.
        Nothing contained herein shall be deemed or operate to preclude the Holder
        from
        bringing suit or taking other legal action against the Company in any other
        jurisdiction to collect on the Company's obligations to the Holder, to realize
        on any collateral or any other security for such obligations, or to enforce
        a
        judgment or other court ruling in favor of the Holder. THE
        COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
        REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
        CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED
        HEREBY.

       

      
        
           

        

        
          -23-

          
            

          

        

        
           

        

      

       

      (29) CERTAIN
        DEFINITIONS.
        For
        purposes of this Note, the following terms shall have the following
        meanings:

       

      (a) "Acquisition
        Documents"
        shall
        have the meaning set forth in the Securities Purchase Agreement (Notes and
        Warrants) dated March 30, 2007 between the Company and the buyers
        thereto.

       

      (b) "Agricultural
        Land" means
        any
        real property purchased by the Company in order to carry out an Agricultural
        Project. 

       

      (c) "Agricultural
        Project" means
        the
        acquisition of stocks (including seeds or seedlings), and the preparation,
        planting, care and harvesting, whether on owned or leased real property,
        of
        crops for use as feedstock for any Industrial Projects owned or intended
        to be
        acquired or developed by the Company, together with any real and personal
        property necessary or appropriate for the administration thereof.

       

      (d) "Anti-Terrorism
        Laws"
        means
        the OFAC Laws and Regulations and the Executive Orders as each of such terms
        is
        defined in the USA Patriot Act. 

       

      (e) "Approved
        Stock Plan"
        means
        any employee benefit plan (including, without limitation, any equity
        compensation plan, restricted stock plan and/or employee stock ownership
        plan)
        or agreement existing on the date hereof which has been approved by the Board
        of
        Directors of the Company, pursuant to which the Company's securities may
        be
        issued to any employee, consultant, officer or director for services provided
        to
        the Company or any Subsidiary.

       

      (f) "Bankruptcy
        Code"
        means
        Part V of the Companies Law (2004 Revision), as amended.

       

      (g) "Business
        Day"
        means
        any day other than Saturday, Sunday or other day on which commercial banks
        in
        The City of New York are authorized or required by law to remain
        closed.

       

      
        
           

        

        
          -24-

          
            

          

        

        
           

        

      

       

      (h) "Cash
        Equivalents"
        means
        (i) securities issued or directly and fully guaranteed or insured by the
        United
        States or any agency or instrumentality thereof (provided that the full faith
        and credit of the United States is pledged in support thereof) having maturities
        of not more than one year from the date of acquisition, (ii) time deposits
        and
        certificates of deposit of any commercial bank, or which is the principal
        banking subsidiary of a bank holding company organized under the laws of
        the
        United States, and any State thereof, the District of Columbia or any foreign
        jurisdiction, having capital, surplus and undivided profits aggregating in
        excess of $500,000,000, with maturities of not more than one year from the
        date
        of acquisition by such Person, (iii) repurchase obligations with a term of
        not
        more than ninety (90) days for underlying securities of the types described
        in
        clause (i) above entered into with any bank meeting the qualifications specified
        in clause (ii) above, (iv) commercial paper issued by any Person incorporated
        in
        the United States rated at least A-1 or the equivalent thereof by Standard
&
Poor's Rating Services or at least P-1 or the equivalent there of by Moody's
        Investors Service and in each case maturing not more than one year after
        the
        date of acquisition by such Person, (v) investments in money market funds
        substantially all of whose assets are comprised of securities of the types
        described in clauses (i) through (iv) above, or (vi) with respect to investments
        denominated in the currency of the Federative Republic of Brazil, other
        investments considered as “cash equivalents” under GAAP.

       

      (i) "Calendar
        Semester"
        means
        each of: the period beginning on and including the Closing Date and ending
        six
        months thereafter, and the following six month period, except that if the
        Maturity Date occurs before the end of the then current six month period,
        the
        then Calendar Semester shall end on the Maturity Date. 

       

      (j) "Capitalized
        Lease"
        means,
        in respect of any Person, any lease of real or personal property by such
        Person
        as lessee which is (a) required under GAAP to be capitalized on the balance
        sheet of such Person or (b) a transaction of a type commonly known as a
        "synthetic lease" (i.e., a lease transaction that is treated as an operating
        lease for accounting purposes but in respect of which payments of rent are
        intended to be treated as payments of principal and interest on a loan for
        federal income tax purposes).

       

      (k) "Capitalized
        Lease Obligations"
        means,
        in respect of any Person, obligations of such Person and its Subsidiaries
        under
        Capitalized Leases, and, for purposes hereof, the amount of any such obligation
        shall be the capitalized amount thereof determined in accordance with
        GAAP.

       

      (l) “Cash
        Bridge Notes”
has
        the
        meaning given in Section 14(l)(1).

       

      (m) "Change
        of Control"
        means
        any Fundamental Transaction other than (i) any reorganization, recapitalization
        or reclassification of Shares, in which holders of the Company's voting power
        immediately prior to such reorganization, recapitalization or reclassification
        continue after such reorganization, recapitalization or reclassification
        to hold
        publicly traded securities and, directly or indirectly, the voting power
        of the
        surviving entity or entities necessary to elect a majority of the members
        of the
        board of directors (or their equivalent if other than a corporation) of such
        entity or entities; or (ii) pursuant to a migratory merger effected solely
        for
        the purpose of changing the jurisdiction of incorporation of the
        Company.

       

      
        
           

        

        
          -25-

          
            

          

        

        
           

        

      

       

      (n) "Clean
        Fuel Asset" means
        any
        Industrial Project, Agricultural Project, Component, Agricultural Land, Storage
        or Transportation Asset, or equity interests of companies owning such assets.
        

       

      (o) "Closing
        Date"
        shall
        have the meaning set forth in the Securities Purchase Agreement, which date
        is
        the date the Company initially issued Notes pursuant to the terms of the
        Securities Purchase Agreement.

       

      (p) "Component"
        means
        any constituent part of an Agricultural Project or an Industrial
        Project.

       

      (q) "Consolidated
        EBITDA"
        means,
        with respect to any Person for any period, (i) the Consolidated Net Income
        of such Person and its Subsidiaries for such period, plus (ii) without
        duplication, the sum of all or a portion of the following amounts of such
        Person
        and its Subsidiaries for such period determined on a consolidated basis in
        accordance with GAAP, in each case to the extent deducted in determining
        Consolidated Net Income of such Person for such period: (a) Consolidated
        Net
        Interest Expense, (b) income tax expense paid or accrued by such Person and
        its
        Subsidiaries, (c) depreciation expense, and (d) amortization expense.


       

      (r) "Consolidated
        Indebtedness"
        means,
        with respect to any Person at any date, all Indebtedness of such Person and
        its
        Subsidiaries determined on a consolidated basis in accordance with GAAP,
        and, in
        any event, with respect to the Company and its Subsidiaries, shall include,
        but
        not be limited to, (a) the Indebtedness of the Company evidenced by or
        arising under the Notes, (b) any obligations arising in connection with any
        factoring arrangements or other arrangements involving the sale of receivables,
        and (c) all Indebtedness arising in connection with any letters of credit,
        banker's acceptances, bank guarantees or similar facilities; provided,
        that,
        the
        term "Consolidated Indebtedness" shall include (i) Contingent Obligations
        specified in clauses (b) and (c) of this definition and (ii) other Contingent
        Obligations to the extent such other Contingent Obligations are required
        to be
        included on the balance sheet of such Person in accordance with GAAP
        consistently applied. 

       

      (s) "Consolidated
        Net Interest Expense"
        means,
        for any period, as to any Person, as determined in accordance with GAAP,
        the
        amount equal to: (a) total interest expense of such Person and its Subsidiaries
        on a consolidated basis for such period, whether paid or accrued (including
        the
        interest component of any Capitalized Lease for such period), and in any
        event,
        including, without limitation, (1) all bank fees, commissions, discounts
        and
        other fees and charges owed with respect to letters of credit or any factoring
        or similar arrangements, (2) interest payable by addition to principal or
        in the
        form of property other than cash and any other interest expense not payable
        in
        cash, (3) the costs or fees for such period associated
        with Hedging agreements (to the extent not otherwise included in such
        total interest expense) and (4) the non-cash component of the expense arising
        from the valuation of the Notes and warrants issued pursuant to the Noteholder
        Documents and the PIPE Documents constituting "embedded derivatives",
minus
        (b) the
        sum of (i) any net payments received by such Person and its Subsidiaries
        on a
        consolidated basis during such period as interest income received in respect
        of
        its investments in cash, and (ii) gains for such period
        on Hedging agreements (to the extent not included in interest income
        above and excluding any non-cash gains), plus
        (c)
        losses for such period on Hedging agreements (to the extent not
        deducted in the calculation of such total interest expenses and excluding
        any
        non-cash losses). 

       

      
        
           

        

        
          -26-

          
            

          

        

        
           

        

      

       

      (t) "Consolidated
        Net Income"
        means,
        with respect to any Person for any period, the net income (loss) of such
        Person
        and its Subsidiaries for such period, determined on a consolidated basis
        and in
        accordance with GAAP, but excluding from the determination of Consolidated
        Net
        Income (without duplication) (a) any extraordinary or non-recurring (i) gains
        or
        (ii) non-cash losses (and including in any event any non-cash losses
        from asset sales), (b) non-cash restructuring charges, (c) non-cash
        write-offs of goodwill and other intangible assets during such period which
        are
        required under Statement 142 issued by the Financial Accounting Standards
        Board
        and non-cash write-offs of equipment during such period which are required
        under
        Statement 144 issued by the Financial Accounting Standards Board, (d) non-cash
        gains or non-cash losses due to foreign currency translation adjustments
        during
        such period which are required under Statement 52 of the Financial Accounting
        Standards Board, (e) the effect of any change in accounting principles adopted
        by (or applicable to) such Person or its Subsidiaries after the date hereof
        (including any cumulative effects resulting from changes in purchase accounting
        principles, except as reflected in adjustments pursuant to clause (b) of
        the
        definition of the term "GAAP" but only to the extent that the amendment referred
        to therein has been executed and delivered by the parties hereto); and (f)
        the
        net income (if positive) of any majority-owned Subsidiary to the extent that
        the
        declaration or payment of dividends or similar distributions by such
        majority-owned Subsidiary to such Person or to any other majority-owned
        Subsidiary of such Person is not at the time permitted by operation of the
        terms
        of its charter or any agreement, instrument, judgment, decree, order, statute,
        rule or governmental regulation applicable to such majority-owned Subsidiary.
        For the purpose of this definition, net income excludes any gain (or non-cash
        loss) together with any related provision for taxes for such gain (or
        non-cash loss) realized upon the sale or other disposition of any assets
        that
        are not sold in the ordinary course of business (including, without limitation,
        dispositions pursuant to sale and leaseback transactions) or of
        any capital stock of such Person or a Subsidiary of such Person.


       

      (u) "Contingent
        Obligation"
        means,
        in respect of any Person, any obligation of such Person guaranteeing or intended
        to guarantee any Indebtedness, leases, dividends or other obligations ("primary
        obligations") of any other Person (the "primary obligor") in any manner,
        whether
        directly or indirectly, including, without limitation, (i) the direct or
        indirect guaranty, endorsement (other than for collection or deposit in the
        ordinary course of business), co-making, discounting with recourse or sale
        with
        recourse by such Person of the obligation of a primary obligor, (ii) the
        obligation to make take-or-pay or similar payments, if required, regardless
        of
        nonperformance by any other party or parties to an agreement, (iii) any
        obligation of such Person, whether or not contingent, (w) to purchase any
        such
        primary obligation or any property constituting direct or indirect security
        therefor, (x) to advance or supply funds (A) for the purchase or payment
        of any
        such primary obligation or (B) to maintain working capital or equity capital
        of
        the primary obligor or otherwise to maintain the net worth or solvency of
        the
        primary obligor, (y) to purchase property, assets, securities or services
        primarily for the purpose of assuring the owner of any such primary obligation
        of the ability of the primary obligor to make payment of such primary obligation
        or (z) otherwise to assure or hold harmless the holder of such primary
        obligation against loss in respect thereof; provided that, the term "Contingent
        Obligation" shall not include any product warranties extended in the ordinary
        course of business. The amount of any Contingent Obligation shall be deemed
        to
        be an amount equal to the stated or determinable amount of the primary
        obligation in respect of which such Contingent Obligation is made (or, if
        less,
        the maximum amount of such primary obligation for which such Person may be
        liable pursuant to the terms of the instrument evidencing such Contingent
        Obligation) or, if not stated or determinable, the maximum reasonably
        anticipated liability with respect thereto (assuming such Person is required
        to
        perform thereunder), as determined by such Person in good faith.

       

      
        
           

        

        
          -27-

          
            

          

        

        
           

        

      

       

      (v) "Convertible
        Securities"
        means
        any stock or securities (other than Options) directly or indirectly convertible
        into or exercisable or exchangeable for Shares.

       

      (w) "Crushing,
        Storage or Transportation Asset" means
        any
        equipment or facility for crushing of feedstock, or for transportation or
        storage of bio-fuels or blends of bio-fuels and petroleum-based fuels, in
        each
        case separate from an Industrial Project. 

       

      (x) "Default"
        means
        any event that with notice or lapse of time, or both, would give rise to
        an
        Event of Default.

       

      (y) "Designated
        Person"
        means a
        Person either (i) included within the term "designated national" as defined
        in
        the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (ii) designated
        under Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224, 66
        Fed.
        Reg. 49079 (published September 25, 2001) or similarly designated under any
        related enabling legislation or any other similar executive orders.

       

      (z) "Disposition"
        means
        any transaction, or series of related transactions, pursuant to which the
        Company or any of its Subsidiaries sells, issues, assigns, transfers, conveys,
        leases or subleases, licenses or otherwise disposes of, or permits any
        Subsidiary to sell, issue, assign, transfer, convey, lease or sublease, license
        or otherwise dispose of, in each case whether in one transaction or a series
        of
        related transactions, all or any part of its business, property or assets,
        or
        any interest therein, whether now owned or hereafter acquired (or agrees
        to do
        any of the foregoing), or permits or suffers any other Person to acquire
        any
        interest in its business, assets or property (or agrees to do any of the
        foregoing).

       

      (aa) “Eligible
        Market” means
        the
        National Association of Securities Dealers Inc.’s OTC Bulleting Board, the New
        York Stock Exchange, Inc., the American Stock Exchange, the NASDAQ Global
        Select
        Market, the NASDAQ Global Market or the NASDAQ Capital Market.

       

      (bb) "ERISA"
        means
        the Employee Retirement Income Security Act of 1974, as amended, and any
        successor statute of similar import, and regulations thereunder, in each
        case,
        as in effect from time to time. References to sections of ERISA shall be
        construed also to refer to any successor sections.

       

      (cc) "ERISA
        Affiliate"
        means
        (a) any Person subject to ERISA whose employees are treated as employed by
        the
        same employer as the employees of the Company or any of its Subsidiaries
        under
        Internal Revenue Code Section 414(b), (b) any trade or business subject to
        ERISA
        whose employees are treated as employed by the same employer as the employees
        of
        the Company or any of its Subsidiaries under Internal Revenue Code Section
        414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of
        the
        Internal Revenue Code, any organization subject to ERISA that is a member
        of an
        affiliated service group of which the Company or any of its Subsidiaries
        is a
        member under Internal Revenue Code Section 414(m), or (d) solely for purposes
        of
        Section 302 of ERISA and Section 412 of the Internal Revenue Code, any Person
        subject to ERISA that is a party to an arrangement with the Company or any
        of
        its Subsidiaries and whose employees are aggregated with the employees of
        the
        Company or any of its Subsidiaries under Internal Revenue Code Section
        414(o).

       

      
        
           

        

        
          -28-

          
            

          

        

        
           

        

      

       

      (cc-1) “First
        Closing Date”
means
        March 30, 2007.

       

      (dd) "Fiscal
        Quarter" means
        each of the fiscal quarters adopted by the Company for financial reporting
        purposes that correspond to the Company's Fiscal
        Year,
        or such
        other fiscal quarter adopted by the Company for financial reporting purposes
        in
        accordance with GAAP.

       

      (ee) "Fiscal
        Year"
        means
        each of the fiscal years that ends on November 30 or December 31, or such
        other
        fiscal year adopted by the Company for financial reporting purposes in
        accordance with GAAP.

       

      (ff) [intentionally
        omitted].

       

      (gg) "Fundamental
        Transaction"
        means
        that the Company shall, directly or indirectly, in one or more related
        transactions, after the date hereof (i) be dissolved or liquidated or be
        the
        subject of a plan of dissolution or liquidation adopted by its stockholders;
        (ii) consolidate or merge with or into (whether or not the Company is the
        surviving corporation) another Person or Persons; (iii) sell, assign, transfer,
        convey or otherwise dispose of all or substantially all of the properties
        or
        assets of the Company to another Person; (iv) allow another Person to make
        a
        purchase, tender or exchange offer that is accepted by the holders of more
        than
        the 50% of the outstanding shares of Voting Stock (not including any shares
        of
        Voting Stock held by the Person or Persons making or party to, or associated
        or
        affiliated with the Persons making or party to, such purchase, tender or
        exchange offer); (v) consummate a stock purchase agreement or other business
        combination (including, without limitation, a reorganization, recapitalization,
        spin-off or scheme of arrangement) with another Person whereby such other
        Person
        acquires more than 50% of the outstanding shares of Voting Stock (not including
        any shares of Voting Stock held by the other Person or other Persons making
        or
        party to, or associated or affiliated with the other Persons making or party
        to,
        such stock purchase agreement or other business combination); (vi) any "person"
        or "group" (as these terms are used for purposes of Sections 13(d) and 14(d)
        of
        the 1934
        Act)
        is or
        shall become the "beneficial owner" (as defined in Rule 13d-3 under the
1934
        Act),
        directly or indirectly, of 50% of the aggregate ordinary voting power
        represented by issued and outstanding Shares; (vii) cease to have,
        as the
        majority of its Board of Directors individuals who as
        of
        the
date
        hereof
        constituted the Board of Directors of the Company (together with any new
        directors whose nomination for election was approved by a vote of at least
        a
        majority of the directors then still in office who were either directors
        as
        of
        the
date
        hereof
        or whose
        election or nomination for election was previously so approved); or (viii)
        fails
        to own, directly or indirectly, one hundred (100%) percent of the voting
        power
        (directly or indirectly) of the total outstanding Voting
        Stock of
        each
        of the Subsidiaries other than (A) pursuant to a sale of the voting stock
        of any
        Subsidiary permitted hereunder, (B) pursuant to a transfer of such voting
        stock
        to a
        Subsidiary
        permitted herein, or (C) in the case of a Subsidiary is
        acquired
        after the date hereof pursuant to a Permitted Acquisition where less than
        one
        hundred (100%) percent of the voting power of the total outstanding voting
        stock
        of such Subsidiary is acquired.

       

      
        
           

        

        
          -29-

          
            

          

        

        
           

        

      

       

      (hh) "GAAP"
        means
        the generally accepted accounting principles of the United States of America,
        consistently applied.

       

      (ii) "Governmental
        Authority"
        means
        any nation or government, any foreign, Federal, State, city, town, municipality,
        county, local or other political subdivision thereof or thereto and any
        department, commission, board, bureau, instrumentality, agency or other entity
        exercising executive, legislative, judicial, taxing, regulatory or
        administrative powers or functions of or pertaining to government.

       

      (jj) "Hedging
        Agreement"
        means
        any interest rate, foreign currency, commodity or equity swap, collar, cap,
        floor or forward rate agreement, or other agreement or arrangement designed
        to
        protect against fluctuations in interest rates or currency, commodity (other
        than in the normal course of business) or equity values (including, without
        limitation, any option in respect of any of the foregoing and any combination
        of
        the foregoing agreements or arrangements), and any confirmation executed
        in
        connection with any such agreement or arrangement.

       

      (kk) "Indebtedness"
        means,
        in respect of any Person, without duplication, (i) all indebtedness of such
        Person for borrowed money; (ii) all obligations of such Person for the deferred
        purchase price of property or services (provided that neither trade payables
        or
        other accounts payable incurred in the ordinary course of such Person's business
        and not outstanding for more than ninety (90) days after such payable was
        due
        under its original terms nor such trade payables, if outstanding longer,
        that
        are being contested or disputed by such Person in good faith in the ordinary
        course of business shall be deemed to constitute Indebtedness) and including
        any
        earn-outs or similar arrangements in connection with any acquisition of
        businesses by such Person, whether contingent or otherwise subject to any
        conditions or limitations; (iii) all obligations of such Person evidenced
        by
        bonds, debentures, notes or other similar instruments or upon which interest
        payments are customarily made; (iv) all reimbursement, payment or other
        obligations and liabilities of such Person created or arising under any
        conditional sales or other title retention agreement in respect of property
        used
        and/or acquired by such Person, even though the rights and remedies of the
        lessor, seller and/or lender thereunder may be limited to repossession or
        sale
        of such property and all obligations and liabilities arising in connection
        with
        factoring arrangements or other arrangements in respect of the sale of
        receivables; (v) that portion of Capitalized Lease Obligations of such Person
        that is (or is required to be) classified as a liability on its balance sheet
        in
        conformity with GAAP; (vi) all obligations and liabilities, contingent or
        otherwise, of such Person, in respect of letters of credit, acceptances and
        similar facilities; (vii) all net obligations and liabilities, of such Person
        under Hedging Agreements; (viii) all Contingent Obligations; (ix) liabilities
        incurred under Title IV of ERISA in respect of any plan (other than a
        Multiemployer Plan) covered by Title IV of ERISA and maintained for employees
        of
        such Person or any of its ERISA Affiliates; (x) withdrawal liability incurred
        under ERISA by such Person or any of its ERISA Affiliates in respect of any
        Multiemployer Plan; and (xi) all obligations referred to in clauses (i) through
        (x) of this definition of another Person secured by (or for which the holder
        of
        such Indebtedness has an existing right, contingent or otherwise, to be secured
        by) a Lien upon property owned by such Person, even though such Person has
        not
        assumed or become liable for the payment of such Indebtedness.
        The
        Indebtedness of any Person shall include the Indebtedness of any partnership
        of
        or joint venture in which such Person is a general partner or a joint venturer
        to the extent such Person is liable therefor as a result of such Person's
        ownership interest in such entity, except to the extent the terms of such
        Indebtedness expressly provide that such Person is not liable. None of (1)
        any
        Approved Stock Plan, (2) any Management Incentive Plan or any obligations
        under
        any of them shall be "Indebtedness"
        for
        purposes hereof. For purpose hereof “Management
        Incentive Plan”
means
        any management incentive plan adopted or to be adopted by the Board of Directors
        or the Compensation Committee of the Board of Directors, pursuant to which
        each
        of the identified officers therein will receive an annual performance-based
        bonus for each fiscal year within the employment period set forth in such
        officer’s employment agreement with such bonus being tied to achievement of the
        annual bonus targets to be set by the Board of Directors or the Compensation
        Committee of the Board of Directors. 

       

      
        
           

        

        
          -30-

          
            

          

        

        
           

        

      

       

      (ll) “Industrial
        Project” means
        (i)
        any industrial facility (including elements for fabrication, transport on-site
        or to or from a related Agricultural Project, or on-site storage) which,
        taken
        as a whole, is capable of producing ethanol, biodiesel or other bio-fuels,
        or
        (ii) any expansion of any such industrial facility calculated to increase
        the
        production capacity thereof by a quantifiable number of gallons per year,
        together, in each case, with any real and personal property necessary or
        appropriate for the administration thereof.

       

      (mm) "Insolvency
        Proceeding"
        means
        (a) any proceeding by or against any Person seeking to adjudicate it a bankrupt
        or insolvent, or seeking dissolution, liquidation, winding up, reorganization,
        administration, arrangement, adjustment, protection, relief or composition
        of it
        or its debts under any provision of the Bankruptcy Code, or seeking the entry
        of
        an order for relief or the appointment of a receiver, administrative receiver,
        administrator, manager, examiner, trustee, custodian, liquidator, sequestrator
        or other similar official for any such Person or for any substantial part
        of its
        property under any provision of the Bankruptcy Code, or (b) the appointment
        of a
        receiver, administrative receiver, administrator, manager, examiner, trustee,
        liquidator, custodian, sequestrator or similar official for such Person or
        a
        substantial part of its assets shall occur under any provisions of the
        Bankruptcy Code.

       

      (nn) "Interest Rate"
        means
        20% per annum. 

       

      (oo) “Issuance
        Date”
means
        the date hereof. 

       

      (pp) "Lien"
        means
        any mortgage, deed of trust, deed to secure debt or similar instrument, pledge,
        lien (statutory or otherwise), security interest, charge, attachment, assignment
        or other encumbrance or security or preferential arrangement of any nature,
        including, without limitation, any conditional sale or title retention
        arrangement, any Capitalized Lease and any assignment, deposit arrangement
        or
        financing lease intended as, or having the effect of, security.

       

      (qq) "List"
        means
        that certain list maintained by the Office of Foreign Assets Control
        ("OFAC"),
        Department of the Treasury, and/or on any other similar list maintained by
        the
        OFAC pursuant to any authorizing statute, executive order or
        regulation.

       

      
        
           

        

        
          -31-

          
            

          

        

        
           

        

      

       

      (rr) "Material
        Contract"
        means
        (i) each contract or agreement to which the Company or any of its Subsidiaries
        is a party involving aggregate consideration payable to or by such Person
        of
        $1,000,000 or
        more
        in any twelve month period and (ii) all other contracts or agreements material
        to the business, operations, condition (financial or otherwise), performance,
        or
        properties of the Company and its Subsidiaries (taken as a whole).

       

      (ss) "Multiemployer
        Plan"
        means a
        "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which the
        Company or any ERISA Affiliates has contributed to, or has been obligated
        to
        contribute.

       

      (tt) "Options"
        means
        any rights, warrants or options to subscribe for or purchase Shares or
        Convertible Securities.

       

      (uu) "Parent
        Entity"
        of a
        Person means an entity that, directly or indirectly, controls the applicable
        Person and whose common stock or equivalent equity security is quoted or
        listed
        on an Eligible Market, or, if there is more than one such Person or Parent
        Entity, the Person or Parent Entity with the largest public market
        capitalization as of the date of consummation of the Fundamental
        Transaction.

       

      (vv) "Permitted
        Acquisition"
        means
        any acquisition
        by
        the
        Company and/or
        any of
        its Subsidiaries,
        whether
        by purchase, merger, development or enlargement or otherwise, whether or
        not
        involving cash and/or stock consideration; provided that, 

       

      (i) immediately
        prior to, and after giving effect thereto, no Default or Event of Default
        shall
        have occurred and be continuing or would result therefrom; 

       

      (ii) all
        transactions in connection therewith shall be consummated in accordance with
        applicable laws; 

       

      (iii) the
        Company and its Subsidiaries shall be in compliance with the financial covenants
        set forth in Section 14(l) hereof on a pro forma basis after giving effect
        to
        such acquisition as of the last day of the fiscal quarter most recently ended;
        

       

      (iv) after
        giving effect to such transaction, the Company shall directly or indirectly
        own
        all of the interests in the Subsidiary having acquired the assets in the
        Permitted Acquisition (except
        for any equity interest held by an officer or employee of such Subsidiary
        with
        respect to equity interests granted pursuant to employment agreements which
        in
        the aggregate of all equity interests held by such officers or employees
        shall
        not exceed 1% of any Subsidiary’s equity);

       

      (v) after
        giving effect to such transaction, the Company and/or its Subsidiaries shall
        have at least $2,500,000 of cash and Cash Equivalents on hand; and 

       

      (vi) the
        acquired business and/or assets shall comprise assets used in, or be an
        operating company or a division of an operating company that engages in,
        a line
        of business substantially similar, complimentary or related to the business
        that
        the Company or its Subsidiaries are engaged in on the date hereof.

       

      
        
           

        

        
          -32-

          
            

          

        

        
           

        

      

       

      (ww) "Permitted
        Indebtedness"
        means:

       

      (i) the
        Indebtedness represented hereby, by the Cash Bridge Notes and the Indebtedness
        issued pursuant to the Securities Purchase Agreement (Notes and Warrants)
        dated
        March 30, 2007, as amended on June 15, 2007, between the Company and the
        buyers
        party thereto;

       

      (ii) Contingent
        Obligations of the Company or any of its Subsidiaries in respect of any
        Indebtedness described in this definition of Permitted Indebtedness which
        the
        Company or such Subsidiary is otherwise permitted to incur hereunder, provided
        that the Contingent Obligations of the Company with respect to Indebtedness
        described in Clause (iii)(A) immediately below shall be limited to the amounts
        set forth in the Acquisition Documents;

       

      (iii) (A)
        Indebtedness of the Company or any of its Subsidiaries pursuant to any earn-outs
        and deferred purchase price payments or Indebtedness assumed, under the
        Acquisition Documents in accordance with the terms thereof as in effect on
        the
        date hereof and (B) Indebtedness of the Company or any of its Subsidiaries
        arising after the date hereof incurred in connection with any Permitted
        Acquisition (without distinction as to whether a security interest is created);
        provided that such
        Indebtedness is without
        recourse to the Company (except with respect to the maximum amount as set
        out in
        the proviso in Clause (ii) above) and in
        the
        case
        of clause (B) above, is
        not
        greater than
        $15,000,000, or, if less:
        

       

      (A)  in
        the
        case of an Industrial Project, an amount equal to three times the product
        of (A)
        the annual anticipated production capacity, in gallons, of the Industrial
        Project, multiplied by (B) the Consolidated EBITDA per gallon over the 12
        months
        prior to the month in which the Indebtedness is incurred which corresponds
        to
        the fuel of the same type as the subject Industrial Project
        (or, in
        the case of Permitted Acquisitions occurring prior to the first anniversary
        of
        the First
        Closing
        Date,
        $0.50
        per gallon), adjusted, if appropriate, according to the final proviso in
        clause
        (E) below,

       

      (B) in
        the
        case of an Agricultural Project for the production of sugar cane, an amount
        equal to 1.5 times the product of (A) the annual anticipated production yield
        (based upon the average of similar yields in the prior 12 months at other
        Company properties for the type and variety of agricultural cane), in tons,
        of
        the Agricultural Project, and (B) the average per ton price established by
        the
        Conselho dos Produtores de Cana, Açúcar e Álcool do Estado de São Paulo
        (“CONSECANA”)
        for
        sugar cane over the 12 months prior to the month in which the Indebtedness
        is
        incurred, adjusted, if appropriate, according to the final proviso of clause
        (E)
        below,

       

      (C) in
        the
        case of an Agricultural Project for the production of feedstock for biodiesel,
        an amount equal to 3 times the product of (A) the annual production capacity,
        in
        gallons, of the Agricultural Project, and (B) the average per gallon price
        over
        the 12 months prior to the month in which the Indebtedness is incurred,
        established by an independent consultant for feedstocks of the same mixture
        as
        that used in the 12 months prior to the month in which the Indebtedness is
        incurred, adjusted, if appropriate, according to the final proviso of clause
        (E)
        below,

       

      
        
           

        

        
          -33-

          
            

          

        

        
           

        

      

       

      (D) 
        in the
        case of the acquisition of Agricultural Land, and amount equal to 75% of
        the
        purchase price thereof, and

       

      (E) in
        the
        case of the acquisition of any Component or of any Crushing, Storage or
        Transportation Asset, 60% of the installed cost (including the cost of
        equipment, interest during construction, taxes, engineering and labor) or
        in the
        case of cars, trucks or other rolling stock, the level of leasing or secured
        financing that is available on commercially reasonable terms, provided that
        in
        any case, the aggregate of such Indebtedness outstanding from time to time
        does
        not exceed 1.0 times Consolidated EBITDA in the 12 months prior to the month
        in
        which the subject Indebtedness is incurred or, in the case of Indebtedness
        incurred prior to the first anniversary of the First
        Closing
        Date,
        $5.0
        MM, and provided further that, if, after the incurrence of Indebtedness to
        fund
        any Component, the Company seeks to incur further Indebtedness to fund any
        Industrial or Agricultural Project of which the Component is a part, the
        amount
        then outstanding of the Indebtedness corresponding to the Component shall
        be
        deducted from the Indebtedness that would otherwise be Permitted Indebtedness
        corresponding to the Industrial or Agricultural Project;

       

      provided,
        however, that (A)
        in
        any of
        the foregoing case, such Indebtedness shall not cause the Total Leverage
        Ratio
        or Fixed Charge Coverage Ratio as
        provided in Section 14(l)(i) and (ii) to
        be
        breached
        and (B)
        no Subsidiary whose shares of capital stock are pledged under the Pledge
        Agreement shall be obligated with respect to such Indebtedness unless it
        owns
        the assets acquired with such Indebtedness.

       

      (iv) any
        other
        Indebtedness of the Company or any Subsidiary listed on Schedule
        14(u)
        hereto;

       

      (v) purchase
        money Indebtedness of the Company or any Subsidiary (including purchase money
        Capitalized Leases and including all reimbursement, payment or other obligations
        and liabilities of the Company or such Subsidiary created or arising under
        any
        conditional sales or other title retention agreement in respect of property
        used
        and/or acquired by the Company or such Subsidiary, even though the rights
        and
        remedies of the lessor, seller and/or lender thereunder may be limited to
        repossession or sale of such property) arising after the date hereof to the
        extent secured by purchase money security interests in equipment (including
        Capitalized Leases) and purchase money mortgage, deed of trust, deed to secure
        debt or similar instruments on Real Property not to exceed $5,000,000 in
        any
        Fiscal Year or $15,000,000 in
        the
        aggregate at any time outstanding (in each case including both purchase money
        Indebtedness secured by equipment and Real Property) so long as such security
        interests and mortgage, deed of trust, deed to secure debt or similar
        instruments do not apply to any property of the Company or any Subsidiary
        other
        than the equipment or Real Property so acquired and other equipment or Real
        Property financed by such lender to the extent that such financing constitutes
        Permitted Indebtedness and is evidenced by an agreement that includes customary
        provisions requiring cross-collateralization thereof, and the Indebtedness
        secured thereby does not exceed the cost of the equipment or Real Property
        so
        acquired and the cost of other equipment or Real Property financed by such
        lender to the extent that such financing constitutes Permitted Indebtedness
        and
        is evidenced by an agreement that includes customary provisions requiring
        cross-collateralization thereof, as the case may be;

       

      
        
           

        

        
          -34-

          
            

          

        

        
           

        

      

       

      (vi) Indebtedness
        of the Company or any Subsidiary arising pursuant to loans or advances by
        the
        Company or such Subsidiary permitted under Sections 14(t) and
        14(u);

       

      (vii) Indebtedness
        existing on the date hereof in the form of deferred compensation to employees,
        directors and/or officers of the Company or any Subsidiary as set out in
        Schedule 28(iii)(vii); 

       

      (viii) Indebtedness
        to provide working capital to the Company or its Subsidiaries in an aggregate
        amount not to exceed $5,000,000 at
        any
        time outstanding;

       

      (ix) Indebtedness
        to employees, directors and/or officers of the Company or any Subsidiary
        in the
        form of retention compensation not to exceed $1,000,000 in the aggregate
        outstanding at any time; 

       

      (x) Indebtedness
        of the Company arising after the date hereof consisting of the reimbursement
        obligations to a financial institution in respect of letters of credit or
        bank
        guarantees issued by such financial institution for the account of the Company,
        in the ordinary course of business; provided that (x) upon its request, the
        Collateral Agent shall have received true, correct and complete copies of
        all of
        agreements, documents and instruments relating to the facility pursuant to
        which
        such letters of credit are issued, and (y) in no event shall the aggregate
        amount of all such Indebtedness (contingent or otherwise) at any time exceed
        the
        amount equal to $10,000,000; 

       

      (xi) Indebtedness
        of the Company arising after the date hereof issued in exchange for, or the
        proceeds of which are used to refinance, replace or substitute for all or
        any
        portion of the Indebtedness permitted under clauses (iv) or (v) of this
        definition (the "Refinancing
        Indebtedness");
        provided that as to any such Refinancing Indebtedness, each of the following
        conditions is satisfied: (w) the Refinancing Indebtedness shall have a weighted
        average life to maturity and a final maturity equal to or greater than the
        weighted average life to maturity and the final maturity, respectively, of
        the
        Indebtedness being refinanced, replaced, or substituted for, (x) the Refinancing
        Indebtedness shall rank in right of payment no more senior than, and be at
        least
        as subordinated (if subordinated) to, the obligations under this Note as
        the
        Indebtedness being refinanced, replaced or substituted for, (y) such extension,
        refinancing or modification is pursuant to terms that are not less favorable
        to
        the Company, its Subsidiaries, the Collateral Agent and the Holder than the
        terms of the Indebtedness being refinanced, replaced, or substituted for
        and (z)
        after giving effect to such refinancing, replacement or substitution, the
        principal amount of such Indebtedness is not greater than the principal amount
        of Indebtedness outstanding immediately prior to such refinancing, replacement
        or substitution (or in the case of the refinancing, replacement or substitution
        of or for a revolving credit facility, the aggregate of the commitments of
        the
        lender or lenders under such facility);

       

      (xii) In
        addition to all other Permitted Indebtedness, Subordinated Indebtedness or
        issuance of preference shares (or preferred stock, as applicable) of the
        Company
        or any Subsidiary arising after the date hereof, provided that (w) the
        Collateral Agent shall have received not less than ten (10) days prior written
        notice of the intention of the Company or such Subsidiary to incur such
        Indebtedness or issue such preference shares (or preferred stock, as
        applicable), which notice shall set forth in reasonable detail satisfactory
        to
        the Holders the amount of such Indebtedness or issuance of preference shares
        (or
        preferred stock, as applicable), the person or persons to whom such Indebtedness
        or preference shares (or preferred stock, as applicable) will be owed, the
        interest or dividend rate, the schedule of repayments and maturity date or
        redemption with respect thereto and such other information as the Holders
        may
        request with respect thereto, (x) the Holders shall have received true, correct
        and complete copies of all agreements, documents and instruments evidencing
        or
        otherwise related to such Indebtedness or preference shares (or preferred
        stock,
        as applicable), (y) in no event shall the aggregate principal amount of such
        Indebtedness together with redemption value, in the case of preference shares
        (or preferred stock, as applicable), at any time outstanding exceed $40,000,000
        and (z) as of the date of incurring such Indebtedness and after giving effect
        thereto, no Default or Event of Default shall exist or have occurred;


       

      
        
           

        

        
          -35-

          
            

          

        

        
           

        

      

       

      (xiii) Indebtedness
        of the Company and its Subsidiaries arising after the date hereof consisting
        of
        obligations on surety or appeal bonds; provided that, (x) such surety or
        appeal
        bonds arise in the ordinary course of business and do not exceed at any time
        outstanding $5,000,000, and (y) in connection with any performance bonds
        issued
        by a surety or other person, the issuer of such bond shall have waived in
        writing any rights in or to, or other interest in, any collateral (other
        than
        deposits or pledges of cash permitted to secure such Indebtedness under clause
        (x) of the definition of the term Permitted Liens) in an agreement, in form
        and
        substance satisfactory to the Collateral Agent.

       

      (xiv) Indebtedness
        of any Downstairs Subsidiary secured solely by the raw materials or finished
        goods inventory of that Downstairs Subsidiary; 

       

      (xv) Indebtedness
        consisting of liabilities incurred under Title IV of ERISA in respect of
        any
        plan (other than a Multiemployer Plan) covered by Title IV of ERISA and
        maintained for employees of such Person or any of its ERISA Affiliates and
        withdrawal liability incurred under ERISA by such Person or any of its ERISA
        Affiliates in respect of any Multiemployer Plan to the extent that in each
        case
        such Indebtedness does not otherwise constitute or give rise to an Event
        of
        Default; 

       

      (xvi) incentive
        bonus plans and other employee benefit plans of the Company and/or its
        Subsidiaries to the extent that obligations under such plans constitute
        "Indebtedness";

       

      (xvii) trade
        payables or other accounts payable incurred in the ordinary course of the
        Company's or any Subsidiary's business and not outstanding for more than
        one
        hundred and twenty (120) days after such amount is due by the Company or
        such
        Subsidiary or, if outstanding longer, that are being contested or disputed
        by
        the Company and/or such Subsidiary in good faith in the ordinary course of
        business.

       

      Provided,
        however, that in no event shall the sum of the Indebtedness described in
        the
        following clauses of this definition be deemed to be Permitted Indebtedness
        to
        the extent that in the aggregate, the same exceeds $15
        million:
        clauses
        (iii)(B), (v), (x),
        (xi),
        to the extent
        Refinancing Indebtedness is used to refinance Indebtedness permitted under
        clause (v) of this definition, and (xii).

       

      
        
           

        

        
          -36-

          
            

          

        

        
           

        

      

       

      (xx) "Permitted
        Liens"
        means:

       

      (i) Liens
        securing the obligations under the Cash Bridge Notes and the obligations
        under
        the notes issued pursuant to the Securities Purchase Agreement (Notes and
        Warrants) dated March 30, 2007 as amended on June 15, 2007;

       

      (ii) Liens
        to
        secure the obligations under the Indebtedness described in clause (iii),
        and in
        the proviso to clause (ii), of the definition of Permitted
        Indebtedness;

       

      (iii) Liens
        securing the payment of taxes, assessments or other governmental charges
        or
        levies either not yet overdue or the validity of which are being contested
        in
        good faith by appropriate proceedings diligently pursued and available to
        the
        Company or any Subsidiary of
        the
        Company,
        as the
        case may be and in respect of which adequate reserves have been set aside
        on its
        books and for which payment is not required by the terms of Section
        14(x);

       

      (iv) Liens
        constituting purchase money security interests in equipment (including
        Capitalized Leases) and purchase money mortgages, deeds of trust, deeds to
        secure debt or similar instruments on real property to secure Indebtedness
        permitted under clause (v) of the definition of the term "Permitted
        Indebtedness";

       

      (v) Liens
        imposed by law, such as carriers', warehousemen's, mechanics', materialmen's
        and
        other similar Liens arising in the ordinary course of business and securing
        obligations (other than Indebtedness for borrowed money) that are not overdue
        by
        more than thirty (30) days or are being contested in good faith and by
        appropriate proceedings promptly initiated and diligently conducted; provided
        that they are subordinate to the Collateral Agent's Liens on the Collateral
        (except to the extent of customary fees payable in respect of such obligations),
        and a reserve or other appropriate provision, if any, as shall be required
        by
        GAAP shall have been made therefor;

       

      (vi) Liens
        described on Schedule
        28(yy)(vi),
        but not
        the extension of coverage thereof to other property or the increase of the
        Indebtedness secured thereby (other than in respect of accrued interest in
        accordance with the terms thereof); 

       

      (vii) Liens
        and
        the right of setoff against deposits of cash by the Company, or any Subsidiary
        in the ordinary course of business with any financial institution at which
        a
        deposit account of the Company, such Subsidiary is maintained to secure
        obligations of the Company or such Subsidiary to such financial institution
        in
        connection with such deposit account and the cash management services provided
        by such financial institution for which such deposit account is used consistent
        with the current practices of the Company or such Subsidiary as of the date
        hereof; provided that, such Liens are subordinate to the Collateral Agent's
        Liens on the Collateral except to the extent of customary fees, items returned
        unpaid and overdrafts payable in respect of such obligations; 

       

      (viii) Liens
        arising from (i) operating leases and the precautionary UCC financing statement
        filings (or the equivalent thereof under any similar law or statute of any
        applicable jurisdiction) in respect thereof and (ii) equipment or other
        materials which are not owned by the Company or any Subsidiary of the Company
        located on the premises of the Company or such Subsidiary (but not in connection
        with, or as part of, the financing thereof) from time to time in the ordinary
        course of business and consistent with current practices of the Company or
        such
        Subsidiary and the precautionary UCC financing statement filings (or the
        equivalent thereof under any similar law or statute of any applicable
        jurisdiction) in respect thereof;

       

      
        
           

        

        
          -37-

          
            

          

        

        
           

        

      

       

      (ix) Liens
        in
        favor of customs and revenue authorities arising as a matter of law to secure
        payment of customs duties in connection with importation of goods in the
        ordinary course of business;

       

      (x) deposits
        and pledges of cash securing (i) obligations incurred in respect of workers'
        compensation, unemployment insurance or other forms of governmental insurance
        or
        benefits, (ii) the performance of bids, tenders, leases, contracts (other
        than
        for the payment of money) and statutory obligations or (iii) obligations
        on
        surety or appeal bonds permitted under clause (xiii) of the definition of
        the
        term Permitted Indebtedness;

       

      (xi) easements,
        zoning restrictions and similar encumbrances on real property owned by the
        Company or any Subsidiary and minor irregularities in the title thereto that
        do
        not (x) secure obligations for the payment of money, or (y) materially impair
        the value of such property or its use by the Company or any Subsidiary in
        the
        normal conduct of the Company's or such Subsidiary business;

       

      (xii) Liens
        resulting from any judgment or award so long as (x) such judgment or award
        does
        not constitute an Event of Default under Section 4(a)(xiv) and (y) the
        enforcement of such judgment or award has been stayed by reason of a pending
        appeal or otherwise; 

       

      (xiii) licenses
        in respect of Intellectual Property to the extent permitted hereunder or
        under
        the other Transaction Documents (including, without limitation,
        Licenses);

       

      (xiv) Liens
        of
        the financial institution that has issued letters of credit or bank guarantees
        for the account of the Company or any Subsidiary giving rise to Indebtedness
        of
        such Person permitted under clause (x) of the definition of Permitted
        Indebtedness on cash and Cash Equivalents of such Person to secure the
        reimbursement obligations to such financial institution in respect of such
        letters of credit and bank guarantees; provided that, in no event shall the
        aggregate amount of such cash and Cash Equivalents at any time exceed the
        amount
        equal to one hundred five (105%) percent of the undrawn amount of such letters
        of credit and bank guarantees then outstanding;

       

      (xv) Liens
        to
        secure Refinancing Indebtedness to the extent such Liens are otherwise permitted
        hereunder;

       

      (xvi) pledges
        of any cash earnest money deposits, not to exceed $3,000,000 in the aggregate,
        by the Company or any Subsidiary pursuant to a letter of interest or purchase
        agreement executed by the Company or such Subsidiary in connection with any
        Permitted Acquisition; and 

       

      
        
           

        

        
          -38-

          
            

          

        

        
           

        

      

       

      (xvii) Liens
        on
        inventory of the Downstairs Subsidiaries to secure Indebtedness described
        in
        clause (xiv) of the definition of “Permitted Indebtedness”.

       

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

       

      (zz) "Real
        Property"
        means
        all now owned and hereafter acquired real property of the Company and each
        Subsidiary, including leasehold interests, together with all buildings,
        structures, and other improvements located thereon and all licenses, easements
        and appurtenances relating thereto, wherever located.

       

      (aaa) "Redemption
        Notices"
        means,
        collectively, the Event of Default Redemption Notices and the Change of Control
        Redemption Notices, each of the foregoing, individually, a Redemption
        Notice.

       

      (bbb) "Redemption
        Premium"
        means
        the amount, if any, which, if added to the Interest then accrued on the Note,
        is
        equal to the Interest that would have accrued on the Note from the Closing
        Date
        until the first anniversary thereof.

       

      (ccc) "Redemption
        Prices"
        means,
        collectively, the Event of Default Redemption Price and Change of Control
        Redemption Price and, each of the foregoing, individually, a Redemption
        Price.

       

      (ddd) "Registration
        Rights Agreement"
        means
        that certain registration rights agreement dated as of the date hereof by
        and
        among the Company and the initial holders of the Notes relating to, among
        other
        things, the registration for resale of the Shares issuable pursuant to Section
        3.

       

      (eee) "Required
        Holders"
        means
        the holders of Notes representing at least a majority of the aggregate principal
        amount of the Notes then outstanding; provided that any Note that is held
        by an
        Affiliate of the Company shall not be deemed to be outstanding for purposes
        of
        the determination of "Required Holders."

       

      (fff) "Reserved
        Cash"
        means,
        with respect to a given period, the amount of cash specifically reserved
        throughout such period by the Company for the payment of principal of and
        interest on the Notes, or any other Permitted Indebtedness other than any
        Subordinated Indebtedness.

       

      (ggg) 
        "Securities
        Purchase Agreement"
        means
        that certain Securities Purchase Agreement dated as of the date hereof by
        and
        among the Company and the initial holders of the Notes, pursuant to which
        the
        Company issued the Notes.

       

      (hhh) 
        "Subordinated
        Indebtedness"
        means
        Indebtedness (secured or unsecured) incurred by the Company and/or its
        Subsidiaries that is made expressly subordinate in right of payment to the
        Indebtedness evidenced by this Note, as reflected in a written agreement
        acceptable to the Holder and approved by the Holder in writing; provided
        that no
        such Indebtedness shall provide at any time for (1) the payment, prepayment,
        repayment, repurchase or defeasance, directly or indirectly, of any principal
        or
        premium, if any, thereon until ninety-one (91) days after the Maturity Date
        or
        later and (2) total cash interest at a rate in excess of eleven percent (11.0%)
        per annum.

       

      
        
           

        

        
          -39-

          
            

          

        

        
           

        

      

       

      (iii) "Subsidiary"
        means,
        from time to time, any entity in which the Company directly or indirectly,
        owns
        any of the capital stock or holds an equity or similar interest.

       

      (jjj) 
        "Successor
        Entity"
        means
        the Person, which may be the Company, formed by, resulting from or surviving
        any
        Fundamental Transaction or the Person with which such Fundamental Transaction
        shall have been made, provided that if such Person is not a publicly traded
        entity whose common stock or equivalent equity security is quoted or listed
        for
        trading on an Eligible Market, Successor Entity shall mean such Person's
        Parent
        Entity.

       

      (kkk) Intentionally
        Omitted.

       

      (lll) "Voting
        Stock"
        of a
        Person means capital stock of such Person of the class or classes pursuant
        to
        which the holders thereof have the general voting power to elect, or the
        general
        power to appoint, at least a majority of the board of directors, managers
        or
        trustees of such Person (irrespective of whether or not at the time capital
        stock of any other class or classes shall have or might have voting power
        by
        reason of the happening of any contingency).

       

      (30) DISCLOSURE.
        The
        Company shall not, and shall cause its Subsidiaries and each of their respective
        officers, directors, employees and agents, not to, provide the Holder with
        any
        material, nonpublic information regarding, the Company or any if its
        Subsidiaries from and after the filing of the 8-K Filing with the SEC without
        the express written consent of the Holder. If the Holder has, or believes
        it
        has, received from the Company any such material, nonpublic information
        regarding the Company or any of the Subsidiaries, it shall provide the Company
        with written notice thereof. The Company shall, within four (4) Trading Days
        of
        receipt of such notice, make public disclosure of such material, nonpublic
        information unless the Company has in good faith determined that the matters
        relating to such notice do not constitute material non-public information
        about
        the Company. In the event of a breach of the foregoing covenant by the Company,
        any of its Subsidiaries, or any of their respective officers, directors,
        employees and agents, in addition to any other remedy provided herein or
        in the
        Transaction Documents, the Holder shall have the right to make a public
        disclosure, in the form of a press release, public advertisement or otherwise,
        of such material, nonpublic information with the prior approval by the Company.
        Holder shall not have any liability to the Company, any of its Subsidiaries,
        or
        any of their respective officers, directors, employees, stockholders or agents
        for any such disclosure. Subject to the foregoing, none of the Company, any
        of
        its Subsidiaries or the Holder shall issue any press releases or any other
        public statements in respect of the transactions contemplated hereby;
provided,
        however,
        that
        the Company shall be entitled, without the prior approval of the Holder,
        to make
        any press release or other public disclosure in respect of such transactions
        (i) in substantial conformity with the 8-K Filing and contemporaneously
        therewith and (ii) as is required by applicable Requirements of
        Law.

       

      [Signature
        Page Follows]

       

      
        
           

        

        
          -40-

          
            

          

        

        
           

        

      

      


      IN
        WITNESS WHEREOF, the Company has caused this Note to be duly executed as
        of the
        Issuance Date set out above.

       

      
        	 	 	 
	 	
                COMANCHE
                  CLEAN ENERGY CORPORATION

              
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
Name:
                Alicia Noyola
	 	
                Title:
                  Vice Chairman 

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Schedule
        14(u)

      


      Demand
        Notes outstanding to affiliates of Thomas G. Cauchois and Alicia Noyola total
        $1,261,274 as of November 31, 2007.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Schedule
        28(iii)(vii)

      


      None

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Schedule
        28(iii)(vi)

      


      None