**Exhibit 10.1**

**TERM LOAN AND JOINDER AGREEMENT**

THIS TERM LOAN AND JOINDER AGREEMENT (this “Agreement”)is made and entered into as of the 20th day of June, 2006 among APPLIED LNG TECHNOLOGIES USA, L.L.C., aDelaware limited liability company (“Applied LNG”), ARIZONA LNG, L.L.C.,a Nevada limited liability company (“Arizona LNG”), FLEET STAR, INC., aDelaware corporation (“Fleet Star”), ALTERNATIVE FUELS TECHNOLOGIES,LLC, a Texas limited liability company (“Alternative Fuels”), RENEWABLEALTERNATIVE FUELS, LLC, a Delaware limited liability company (“RenewableAlternative”), APOLLO DRILLING, LLC, a Texas limited liability company (“ApolloDrilling”; Applied LNG, Arizona LNG, Fleet Star, Alternative Fuels,Renewable Alternative and Apollo Drilling are referred to herein individuallyas a “Borrower” and collectively as the “Borrowers”), and FCC,LLC, d/b/a FIRST CAPITAL, a Florida limited liability company (“Lender”).

**W****ITNESSETH:**

WHEREAS, each Borrower(other than Apollo Drilling) and Lender are parties to that certain Loan andSecurity Agreement dated as of April 14, 2006 (as amended, restated, modifiedor supplemented from time to time, the “Loan Agreement”); and

WHEREAS, Parent has acquireda majority of the outstanding capital stock of SIAM IMPORTS, INC., a Nevadacorporation (“Siam”); and

WHEREAS, Siam owns 100% ofthe membership interests of Apollo Drilling; and

WHEREAS, Borrowers haverequested that Apollo Drilling join the Loan Agreement as an additionalBorrower thereunder and that Lender make an additional term loan to Borrowers.

NOW, THEREFORE, in consideration of the foregoingpremises, and other good and valuable consideration, the receipt and legalsufficiency of which are hereby acknowledged, the parties hereto hereby agreeas follows:

1.                                       Defined Terms.  All capitalized terms used herein and nototherwise expressly defined herein shall have the respective meanings given tosuch terms in the Loan Agreement.

2.                                       Joinder of ApolloDrilling as a Borrower.  The LoanAgreement is hereby amended to make Apollo Drilling an additional “Borrower”thereunder as if it were initially a party thereto.  Apollo Drilling hereby acknowledges andagrees that (a) it is familiar with the Loan Agreement and the other LoanDocuments, and (b) from and after the date hereof, it is jointly and severallyliable with each other Borrower for all outstanding Obligations.

3.                                       Grant of SecurityInterest by Apollo Drilling.  Withoutlimiting the generality of Section 2 above, Apollo Drilling hereby pledges,assigns and grants to Lender a lien on and security interest in all right,title and interest of Apollo Drilling in and to the Collateral (including,without limitation, all of its accounts, inventory, equipment (including alldrilling rigs and related equipment), general intangibles, chattel paper,goods, instruments, investment property, letter-of-

----

creditrights, letters of credit and deposit accounts, as each of the foregoing termsare defined in the UCC, in each case whether now owned or existing or hereafteracquired or arising) as security for all of the Obligations.

4.                                       Representations andWarranties.  Borrowers hereby represent andwarrant to Lender as follows:

(a)                                  The followinginformation with respect to Apollo Drilling is true and correct:
| Exact Legal Name:          |   | Apollo Drilling, LLC      |
|----------------------------|--------|---------------------------|
| Type of  Organization:     |   | Limited Liability Company |
| State of  Organization:    |   | Texas                     |
| Organizational  ID Number: |   | 800611692                 |

 

(b)                                 The followinginformation with respect to Siam is true and correct:
| Exact Legal Name:          |   | Siam Imports, Inc. |
|----------------------------|--------|--------------------|
| Type of  Organization:     |   | Corporation        |
| State of  Organization:    |   | Nevada             |
| Organizational  ID Number: |   | C12599-2003        |

 

(c)                                  The chief executive office of each of Siamand Apollo Drilling is located at 3001 Knox Street, Suite 403, Dallas, Texas75205 (the “Headquarters”), and Apollo Drilling has not had any other chiefexecutive office other than the Headquarters. The chief executive office of Siam was formerly located at 4252 Bonita Road,Bonita, California 91902.  All assets ofSiam are located at the Headquarters, and all assets of Apollo Drilling (otherthan the Rigs, as defined below) are located at the Headquarters.  Two of the Rigs are located on the premisesof MCT Drilling Operations, Inc. at 800 West Rock Creek Road, Norman, Oklahoma 73069,and the third Rig is located on the premises of Flying J Land 7 Cattle, Inc. atP. O. Box 8, Nowata, Oklahoma 74048. None of the Rigs is currently on lease to any third party.

(d)                                 Apollo Drilling has good and marketable titleto each of the three drilling rigs described on **Exhibit A**attached hereto (each, a “Rig”).  No suchRig is subject to any Lien other than the security interest in favor ofLender.  Parent purchased the Rigs fromMCT Drilling, Inc. and ReservoirEnergy Equipment in the ordinary course ofbusiness and free and clear of all Liens. Parent contributed the Rigs to Apollo Drilling as a capital contributionfree and clear of all Liens.

(e)                                  Apollo Drilling is the sole subsidiary ofSiam.  Apollo Drilling has nosubsidiaries.  Siam owns 100% of theoutstanding membership interests of Apollo Drilling.  Parent owns 91.7% of the outstanding capitalstock of Siam, and public stockholders own the remaining 8.3% of theoutstanding capital stock of Siam.

Each of the foregoing representations and warrantiesshall be deemed to supplement the representations and warranties under the LoanAgreement.  Each request for a Loan orother

2

----

financial accommodation by any Borrower will bedeemed to be a reaffirmation of all of Borrowers’ warranties andrepresentations hereunder.

5.                                       Additional Term Loan.

(a)                                  In addition to the TermLoan, upon the satisfaction of the conditions precedent specified below, Lendershall make a term loan to Borrowers in the principal amount of $1,000,000 (“TermLoan B”).  Lender will disburse Term Loan B by wiretransfer in immediately available funds to such account as may be agreed uponby Borrowers and Lender.  Term Loan Bshall constitute part of the Obligations and shall be secured by all of theCollateral.  All of the Collateral,including the assets of Apollo Drilling, shall secure all of theObligations.  Any portion of Term Loan Bwhich is repaid may not be reborrowed.

(b)                                 Notwithstanding Item 9 of the Schedule to theLoan Agreement, Term Loan B shall bear interest at a rate per annum equal tothe Prime Rate plus 3.00 (computed on the basis of the actual number of dayselapsed over a year of 360 days).

(c)                                  Borrowers shall make interest payments withrespect to Term Loan B on the first day of each calendar month, commencing onJuly 1, 2006, and Borrowers shall make a payment of all outstanding principalplus accrued interest with respect to Term Loan B on the earlier of (i)December 20, 2006, and (ii) the termination of the Loan Agreement.

(d)                                 Borrowers shall have the right to prepay TermLoan B in whole or in part from time to time without penalty.  Eachpartial prepayment of Term Loan B shall be in a principal amount equal to$10,000 or any integral multiple thereof.

(e)                                  Borrowers shall beobligated to repay Term Loan B in full upon (i) termination of the LoanAgreement, and (ii) any acceleration of the maturity of Term Loan B or thefacility for Revolving Loans contemplated by the Loan Agreement.  Additionally, Borrowers shall be required torepay Term Loan B to the extent of any proceeds from any sale or otherdisposition of any Rig or any other Equipment of Apollo Drilling (it beingunderstood that this clause (ii) shall not be construed to permit any Borrowerto sell or otherwise dispose of any Equipment without Lender’s prior writtenconsent), in each case within two Business Days of the receipt thereof.  Additionally, if at any time for any reason, the outstanding principal balance of TermLoan B exceeds an amount equal to 65% of the orderly liquidation value of theRigs, net of anticipated liquidation costs and expenses, including reasonableattorneys’ fees (which net orderly liquidation value shall be determined basedon the most recent appraisal obtained by Lender), on which Lender has aperfected, first-priority security interest subject to no other Lien, Borrowerswill immediately, without notice or demand, repay Term Loan B in an amountequal to such excess.

6.                                       Leases of Rigs.  Borrowers shall not lease or rent any Rigwithout Lender’s prior written consent, which shall not be unreasonablywithheld.  Without limiting the right ofLender to deny such consent, Borrowers shall not be entitled to lease or rentany Rig without complying with the following requirements:

3

----

(a)                                  Borrowers shall providethe original of the lease or rental agreement and all related agreements,documents and instruments with respect thereto (collectively, a “Lease”) toLender for its review, together with such other information as Lender may requestwith respect thereto (including financial information with respect to theproposed lessee (each, a “Lessee”)). Lender shall retain the original of each Lease in its possession andcontrol.

(b)                                 Each Lessee shallexecute and deliver to Lender such documentation as Lender may reasonablyrequest, including, without limitation: (i) an acknowledgment of Lender’ssecurity interest in the applicable Rig, (ii) an agreement that Lender mayrepossess such Rig from such Lessee while a Default exists under the LoanAgreement, regardless of whether or not such Lessee is in compliance with theapplicable Lease, (iii) an agreement that Lender may have reasonable access tosuch Rig from time to time for purposes of inspections, examinations andappraisals, (iv) an agreement that such Lessee shall provide to Lender suchinformation regarding the applicable Rig as Lender may reasonably request fromtime to time, and (v) an agreement from such Lessee that it shall, from andafter demand by Lender therefor, pay all amounts due under the applicable Leasedirectly to Lender for application to the Obligations.

(c)                                  Apollo Drilling, as secured party, shallcause a UCC financing statement to be recorded in the appropriate jurisdictionwhich names the applicable Lessee as the debtor thereunder and describes theapplicable Rig as the collateral thereunder.

(d)                                 Borrowers shall provide evidence satisfactoryto Lender that the applicable Rig is subject to insurance coverage underpolicies owned by Borrowers of such types and amounts as Lender may require andthat the lease of such Rig does not invalidate any such policy.

7.                                       Power of Attorney.  Without limiting the generality of anythingcontained in the Loan Agreement, eachBorrower hereby appoints and constitutes Lender as such Borrower’sattorney-in-fact, while a Default exists, to exercise all of such Borrower’srights and remedies under any Lease.  Allacts of said attorney-in-fact are hereby authorized, ratified and approved, andsaid attorney-in-fact will not be liable for any errors or mistake of fact orlaw.  This power, being coupled with aninterest, is irrevocable while any of the Obligations remain unpaid or Lenderhas any commitment to Borrowers under the Loan Agreement or otherwise.

8.                                       Conditions Precedent toTerm Loan B.  The effectiveness of theobligation of Lender to advance Term Loan B to Borrowers is conditioned uponthe satisfaction of the following conditions precedent, in each case in amanner and pursuant to documentation in form, substance and effect satisfactoryto Lender in its sole discretion:

(a)                                  Lender’s receipt of aduly executed original of this Agreement from Borrowers and Guarantors;

(b)                                 Lender’s receipt of aduly executed guaranty by Siam and each other Guarantor;

4

----

(c)                                  Lender’s receipt ofevidence satisfactory to Lender that Lender has a perfected, first-prioritysecurity interest in the assets of Apollo Drilling and Siam, subject to noother Liens;

(d)                                 Lender’s receipt ofevidence satisfactory to Lender that all of the Collateral of Apollo Drillingis covered by insurance of types and amounts satisfactory to Lender; and

(e)                                  such other instruments,documents, agreements, certificates, opinions of counsel, appraisals,acknowledgments and other items as Lender may request or require in itsdiscretion.

9.                                       Cross Default.  This Agreement and each guaranty, pledgeagreement and each other agreement, document and instrument executed and/ordelivered in connection herewith shall constitute a Loan Document.  Any default or event of default or any breachof any representation, warranty, covenant or agreement by any Borrowerhereunder or any such other agreement executed and/or delivered in connectionherewith shall constitute a Default under the Loan Agreement and the other LoanDocuments.

10.                                 Restatement ofRepresentations and Warranties.  Borrowershereby restate, ratify and reaffirm each and every term, conditionrepresentation and warranty heretofore made by them under or in connection withthe execution and delivery of the Loan Agreement, as amended hereby, and the otherLoan Documents, as fully as though such representations and warranties had beenmade on the date hereof and with specific reference to this Agreement and theLoan Documents.

11.                                 Reaffirmation of LoanAgreement.  Each Borrower hereby acknowledges and agreesthat, except as expressly set forth herein, the Loan Agreement remains in fullforce and effect as originally written and constitutes the legal, valid,binding and enforceable obligation of Borrowers to Lender.

12.                                 Closing Fee and OtherFees, Costs and Expenses.  Inconsideration of the accommodations made by Lender hereunder, Borrowers jointlyand severally agree to pay to Lender (a) on the date hereof a closing fee inthe amount of $10,000, and (b) on demand all costs and expenses of Lender inconnection with the preparation, execution, delivery and enforcement of thisAgreement and the other Loan Documents and any other transactions contemplatedhereby and thereby, including, without limitation, the fees and out-of-pocketexpenses of legal counsel to Lender.

13.                                 No Default.  To induce Lender to enter into thisAgreement, Borrowers hereby represent and warrant that, as of the date hereof,and after giving effect to the terms hereof, there exists no Default under theLoan Agreement or any of the other Loan Documents.

14.                                 Counterparts.  This Agreement may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which, when so executed and delivered, shall be deemed to be an original andall of which counterparts, taken together, shall constitute but one and thesame instrument.

5

----

15.                                 Successors and Assigns.  This Agreement shall be binding upon andinure to the benefit of the successors and permitted assigns of the partieshereto.

16.                                 Governing Law.  This Agreement shall be governed by, andconstrued in accordance with, the laws of the State of Oklahoma, other than itslaws respecting choice of law.

[SIGNATURESON NEXT PAGE]

6

----

IN WITNESS WHEREOF, Borrowers and Lender have causedthis Agreement to be duly executed as of the date first above written.
|   | APPLIED LNG TECHNOLOGIES  USA, L.L.C.       |
|--------|---------------------------------------------|
|   |                                        |
|   | By:                                         |   |
|   | Dennis  McLaughlin, Chief Executive Officer |
|   |                                        |
|   |                                        |
|   | ARIZONA LNG,  L.L.C.                        |
|   |                                        |
|   | By:                                         |   |
|   | Dennis  McLaughlin, Chief Executive Officer |
|   |                                        |
|   |                                        |
|   | FLEET STAR, INC.                            |
|   |                                        |
|   | By:                                         |   |
|   | Dennis  McLaughlin, Chief Executive Officer |
|   |                                        |
|   |                                        |
|   | ALTERNATIVE  FUELS TECHNOLOGIES, LLC        |
|   |                                        |
|   | By:                                         |   |
|   | Dennis  McLaughlin, Chief Executive Officer |
|   |                                        |
|   |                                        |
|   | RENEWABLE  ALTERNATIVE FUELS, LLC           |
|   |                                        |
|   | By:                                         |   |
|   | Dennis  McLaughlin, Chief Executive Officer |
|   |                                        |
|   |                                        |
|   | APOLLO DRILLING,  LLC                       |
|   |                                        |
|   | By:                                         |   |
|   | George Lowrance,  Chief Executive Officer   |
|   |                                        |
|   |                                        |
|   | FCC, LLC, d/b/a  FIRST CAPITAL              |
|   |                                        |
|   | By:                                         |   |
|   | John A. Curtis,  Senior Vice President      |

7

----

**ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS**

The undersigned, each aguarantor of the indebtedness of APPLIED LNG TECHNOLOGIES USA, L.L.C., aDelaware limited liability company (“Applied LNG”), ARIZONA LNG, L.L.C.,a Nevada limited liability company (“Arizona LNG”), FLEET STAR, INC., aDelaware corporation (“Fleet Star”), ALTERNATIVE FUELS TECHNOLOGIES,LLC, a Texas limited liability company (“Alternative Fuels”), RENEWABLEALTERNATIVE FUELS, LLC, a Delaware limited liability company (“RenewableAlternative”), and APOLLO DRILLING, LLC, a Texas limited liability company(“Apollo Drilling”; Applied LNG, Arizona LNG, Fleet Star, AlternativeFuels, Renewable Alternative and Apollo Drilling are referred to hereinindividually as a “Borrower” and collectively as the “Borrowers”)to FCC, LLC, d/b/a First Capital (the “Lender”) pursuant to a Guarantydated as of April 14, 2006 and a Guaranty of even date herewith (each, a “Guaranty”),hereby (a) acknowledges receipt of the foregoing Agreement; (b) consentsto the terms and execution thereof; (c) agrees that each Guaranty to which itis a party applies to Term Loan B described in the foregoing Agreement inaddition to the other obligations of each Borrower to Lender;(d) reaffirms its obligations to Lender pursuant to the terms of eachGuaranty to which it is a party; and (e) acknowledges that Lender mayamend, restate, extend, renew or otherwise modify the Loan Agreement and anyindebtedness or agreement of Borrowers, or enter into any agreement or extendadditional or other credit accommodations, without notifying or obtaining theconsent of the undersigned and without impairing the liability of theundersigned under any Guaranty for all of each Borrower’s present and futureindebtedness to Lender.
|        | APOLLO RESOURCES  INTERNATIONAL, INC.       |
|--------|---------------------------------------------|
|   |                                        |
|   | By:                                         |   |
|   | Dennis  McLaughlin, Chief Executive Officer |
|   |                                        |
|   | By:                                         |   |
|   | J. Mark Ariail,  Chief Financial Officer    |
|   |                                        |
|   | APOLLO LNG, INC.                            |
|   |                                        |
|   | By:                                         |   |
|   | Dennis  McLaughlin, Chief Executive Officer |
|   |                                        |
|   | By:                                         |   |
|   | J. Mark Ariail,  Chief Financial Officer    |
|   |                                        |
|   | TXHLDM, INC.                                |
|   |                                        |
|   | By:                                         |   |
|   | Dennis  McLaughlin, Chief Executive Officer |
|   |                                        |
|   | SIAM IMPORTS,  INC.                         |
|   |                                        |
|   | By:                                         |   |
|   | George Lowrance,  Chief Executive Officer   |

 

8

----

**EXHIBIT A**

9

----