Exhibit
10.33






AMENDED
AND RESTATED NOTE AGREEMENT






DATED
AS OF




NOVEMBER
30, 2007






AMONG




TRANSMONTAIGNE
PRODUCT SERVICES INC.




ALL
AMERICAN PLAZAS, INC.,




ABLE
ENERGY, INC.




AND




ALL
AMERICAN PROPERTIES, INC.









AMENDEDAND RESTATED NOTEAGREEMENT




This
Amended and Restated Note Agreement ("Agreement")
is made and entered into as of November 30, 2007 (the "Effective
Date"), by and among TransMontaigne Product Services Inc., a Delaware
corporation ("TPSI"), All American Plazas, Inc., a Delaware corporation
("Plazas"), Able Energy Inc., a Delaware corporation ("Able"), All American
Properties, Inc., a Pennsylvania corporation formerly known as "All American
Plazas, Inc." "(Properties"
and, together with Plazas and Able, the "All
American Entities") and the Mortgagors identified on the signature page
hereto.




RECITALS




A.TPSI, as
supplier, and Properties, as purchaser, have previously entered into a Diesel
Fuel Sales Agreement, dated December 14, 2005, as amended by (i) Amendment No. 1
dated May 1, 2006, (ii) Amendment No. 2 dated November 15, 2006, (iii) Amendment
No. 3 dated November 27, 2006, (iv) Amendment No. 4 dated February 1, 2007, (v)
Amendment No. 5 dated March 1, 2007, and (vi) Amendment No. 6 dated April 1,
2007 (the "Prior
SupplyAgreement")
pursuant to which TPSI agreed to supply and sell refined petroleum products to
Properties, and Properties agreed to purchase and resell the same at various
retail truck stop plaza locations owned and operated by Properties, all upon the
terms and for the consideration set forth in the Prior Supply
Agreement.




B.TPSI and
Properties have previously entered into a Note Agreement, dated as of April 1,
2007 (the "Prior
Note Agreement"), and Properties has issued thereunder a promissory note,
dated such date (the "April
Note"), to evidence certain unpaid invoices under the Prior Supply
Agreement, the outstanding principal balance of which, together with all accrued
interest thereon, is set forth on Schedule
I hereto.




C.Pursuant
to the terms of the Prior Supply Agreement, TPSI has submitted invoices to
Properties for payment, which invoices evidence the volumes of refined petroleum
products delivered and sold by TPSI to Properties of and which Properties has
acknowledged receipt and is obligated to pay for (collectively, the "Unpaid
Invoices" and together with the amounts owing to TPSI under the April
Note, the "Prior
Indebtedness") in the amounts set forth on Schedule
I hereto.




D.On or
about May 30, 2007, Able acquired from Properties or its subsidiaries the fuel
assets of certain truck stop plazas owned by Properties and its subsidiaries,
while Properties and its subsidiaries continue to own the real property and
improvements comprising such truck stop plazas. In connection with the
acquisition of such assets, Able formed Plazas as a wholly owned subsidiary to
operate such truck stop plazas pursuant to several lease agreements between
Plazas and the subsidiaries of Properties that own the real property and
improvements comprising such truck stop plazas.









E.TPSI, as
supplier, and Plazas, as purchaser, have entered into a Delivered Fuel Supply
Agreement, dated October 5, 2007, as amended and supplemented by the Letter Agreement
dated October 5, 2007, the First Amendment to Delivered Fuel Supply Agreement
dated November 5, 2007, the Second Amendment to Delivered Fuel Supply Agreement
dated November 15, 2007 and the Third Amendment to Delivered Fuel Supply
Agreement dated November 21, 2007 (collectively, the "Supply
Agreement"), pursuant to which (i) TPSI has
agreed to extend to Plazas a $1,550,000 advance (the "Prepayment
Advance") to enable Plazas to satisfy its prepayment obligations in
connection with the initiation of the Supply Agreement, (ii) TPSI has agreed to
supply Product (as defined therein) to Plazas and (iii) Plazas has agreed to
purchase and resell the Product at various retail truck stop plaza locations
operated by Plazas and owned by Properties from and after the date thereof,
which Supply Agreement supersedes any and all prior agreements, representations
and understandings between the parties, including, without limitation, the Prior
Supply Agreement, provided, however, the Indebtedness shall remain due and
payable pursuant to the terms and conditions of this Agreement. As a result,
each of Able, Plazas and Properties have benefited from the previous extensions
of the Indebtedness by TPSI and continue to derive material benefits from TPSI's
forbearance of exercising its rights and remedies in respect of past due
payments under the Prior Supply Agreement and the Prior Note Agreement and the
continued sale by TPSI of Product to Plazas for sale at the retail truck stop
plazas owned by Properties.




F.TPSI and
the All American Entities desire to amend and restate the terms of the Prior
Note Agreement and the Prior Note, and to evidence the debt owed in respect of
the Prepayment Advance, on the terms set forth herein and in (1) an amended and
restated secured promissory note substantially in the form of Exhibit
A-1 issued jointly and severally by Properties and each of the Mortgagors
(as defined herein) payable to the order of TPSI (the "Properties
Note") in an aggregate principal amount equal to the sum of the Prior
Indebtedness and the accrued but unpaid interest thereon to the date hereof, and
(2) a guaranteed promissory note substantially in the form of Exhibit
A-2 issued jointly by Able and Plazas payable to the order of TPSI (the
"Able/Plazas Note" and, together with the Properties Note, the "Notes") in the
aggregate amount of the Prepayment Advance. The aggregate amount of indebtedness
represented by the Notes is referred to herein collectively as the "Indebtedness".
The principal amount of the Indebtedness, together with accrued interest
thereon, shall be due and payable in accordance with the terms and provisions
set forth in this Agreement and the Notes.




G.As of the
Effective Date, the parties intend that this Agreement and the Notes shall amend
and restate in their entirety the Prior Note Agreement and the April Note,
respectively.




H.TPSI has
agreed to enter into this Agreement and the Supply Agreement with the All
American Entities based on (1) the agreement by the All American Entities to
provide the Collateral (as defined below) and the assurances by the All American
Entities that each of Mortgage A and Mortgage B (each as defined herein) would
be perfected no later than November 30, 2007 and each of Mortgage C and Mortgage
D (each as defined herein) would be perfected no later than December 14,
2007.




FOR VALUE
RECEIVED, the receipt and adequacy of which are hereby acknowledged, the parties
agree as follows:






2


ARTICLE
1


THE
NOTE




1.1 Amount
and Interest. Subject to the terms and conditions hereinafter set forth,
Properties, on its own behalf and on behalf of each of the Mortgagors, agrees to
execute and deliver to TPSI the Properties Note, which shall be in the form
attached hereto as Exhibit
A-1, and shall be payable in accordance with the terms and conditions set
forth herein and therein. Subject to the terms and conditions hereinafter set
forth, Able and Plazas agree to execute and deliver to TPSI the Able/Plazas
Note, which shall be in the form attached hereto as Exhibit
A-2, and shall be payable in accordance with the terms and conditions set
forth herein and therein. The Notes will evidence the principal amount of the
Indebtedness, together with interest accruing at the rate of 8% per annum on
that portion of the Properties Note set forth on Schedule
I representing the sum of the principal and unpaid interest on the April
Note Amount and the Past Due Invoice Amount (the "Current
Interest Portion"). Until the date that is 21 months following the
Effective Date, the balance of the Notes in excess of the Current Interest
Portion shall not bear interest. Following the date that is 21 months after the
Effective Date, the entire unpaid balance of the Indebtedness represented by the
Notes (including any portion thereof representing due but unpaid interest) shall
bear interest at the rate of 8% per annum. In the event of any conflict, the
terms of this Agreement shall control, but the Notes and Agreement shall be
interpreted consistently to the extent possible.




1.2 Indebtedness.
The All American Entities acknowledge the Prior Indebtedness set forth on Schedule
I, as evidenced by the April Note and the Unpaid Invoices, which
constitutes a valid and binding obligation of Properties to TPSI that is
absolutely owing and enforceable under the Prior Note Agreement, the Prior Note
and the Prior Supply Agreement, the terms of which are amended and restated in
accordance with the terms of this Agreement and the Notes, free of any and all
defenses and rights of offset or recoupment, all of which defenses and rights
are hereby waived and released by the All American Entities, other than as set
forth in this Agreement and the Notes. The parties acknowledge and agree that
this Section 1.2 shall not constitute a waiver of, or otherwise modify or amend,
any rights or obligations of the parties to the Supply Agreement with respect to
performance under the Supply Agreement from and after October 5,
2007.




1.3 Acceptance.
TPSI agrees to accept the Notes in order to amend and restate the terms of the
Prior Indebtedness, on the terms and conditions set forth in this Agreement,
including fulfillment of the conditions precedent set forth in this Agreement in
conjunction with the execution and delivery of the Notes and the granting of the
security therefor.




1.4 Payment
of Notes. In addition to any payment of the Notes that may become due and
payable following an Event of Default or in accordance with Section 5.1 hereof,
the unpaid principal balance of the Notes, together with accrued interest
thereon, shall become due and payable as follows:




(a)from and after the Effective
Date, the All American Entities shall be required to pay to TPSI at least 50% of
the Net Proceeds (as defined below) of any debt financing (including
the incurrence of new indebtedness and any refinancings of existing
indebtedness), equity financing or other capital-raising transaction, until such
time as $3,000,000 of the aggregate outstanding principal amount of the
Indebtedness (the "Threshold
Amount") has been paid to TPSI pursuant hereto (such payment to first be
credited to the unpaid amount, if any, of the Past Due Invoice Amount set forth
on Schedule
I and any excess to be credited against the unpaid amount of the April
Note);




3




(b) if
the All American Entities have not paid the Threshold Amount pursuant to Section
1.4(a) on or before March 15, 2008, then:




(i)the All
American Entities shall make monthly payments (with the first payment being due
on March 15, 2008 and the last payment being due on October 15, 2009) of
principal and interest on the outstanding amount of the Indebtedness (calculated
as of March 15, 2008, taking into account all payments of principal made prior
to such date by the All American Entities) in equal monthly amounts sufficient
to amortize the Indebtedness over 25 years (i.e., for every $1,000,000 of
Indebtedness outstanding, the monthly payment will equal $7,718.16), which
payments shall be credited first to the outstanding balance of the Properties
Note and then to accrued but unpaid interest thereon; and




(ii)on
November 15, 2009, the entire amount of principal and interest of the
Indebtedness then outstanding shall be due and payable in full;




provided,
however, that if, on or before August 15, 2008, the All American Entities shall
have paid at least the Threshold Amount pursuant to this Section 1.4, then the
monthly payments obligations and amortization schedule set forth in Section
1.4(b)(i) shall cease and shall thereafter resume pursuant to Section 1.4(c);
and




(c) if
the All American Entities shall have paid the Threshold Amount pursuant to
Section 1.4(a) on or before March 15, 2008, or if the monthly payments and
amortization schedule set forth in Section 1.4(b) shall have ceased as a result
of the payment of the Threshold Amount on or before August 15, 2008 as provided
in Section 1.4(b), then:




(i)commencing
on July 31, 2009, the All American Entities shall make monthly payments (the
first payment being due on July 31, 2009 and the last payment being due on
February 28, 2011) of principal and interest on the outstanding amount of the
Indebtedness (calculated as of July 31, 2009, taking into account all payments
of principal made prior to such date by the All American Entities) in equal
monthly amounts sufficient to amortize the Indebtedness over 25 years (i.e., for
every $1,000,000 of Indebtedness outstanding, the monthly payment will equal
$7,718.16), which payments shall be credited first to the outstanding balance of
the Properties Note and then to accrued but unpaid interest thereon;
and




(ii)on March
31, 2011, the entire amount of principal and interest of the Indebtedness then
outstanding shall be due and payable in full.




Amounts not paid when due
hereunder or under the Notes shall accrue interest until paid at a rate 2.0% per
annum above the rate of interest otherwise applicable to such amount (the "DefaultRate").




4




If, in
order to make the payments provided for in Section 1.4(a), the All American
Entities or the Mortgagors enter into one or more refinancing transactions with
respect to any of the Mortgaged Premises (as defined in Section 1.6(a)), then,
so long as TPSI shall have received the Threshold Amount on or before March 15,
2008, TPSI shall agree to subordinate its lien on such Mortgaged Premises to
that of the lender in such refinancing transaction; provided, however, that if,
following such refinancing transaction, the Mortgaged Premises have an aggregate
Net Mortgage Value (as defined below) (based on the appraised value as set forth
on Schedule
II or a more recent third party independent appraisal prepared subsequent
to the date hereof, if any) lower than 150% ofthe aggregate amount ofthe Indebtedness (after the repayment of any and all indebtedness senior
in priority to the Indebtedness secured by a Mortgage in favor of TPSI on such
Mortgaged Premises), then Properties shall provide TPSI with perfected security
interests in additional property or properties owned by Properties or one or
more affiliates thereof with a Net Mortgage Value (based on the most recent
appraisals thereof in the possession of Properties) that, together with the Net
Mortgage Value of the Mortgaged Premises (based on the appraised value as set
forth on Schedule
II or a more recent third party independent appraisal prepared subsequent
to the date hereof, if any), equals or exceeds the amount of the Indebtedness.
Any such additional property or properties must be satisfactory to TPSI in its
reasonable discretion. The All American Entities shall, within five business
days of the closing of the refinancing transaction, prepare and record a
mortgage or other similar security instrument, in form and substance
substantially identical to the Mortgages (except for changes required by
applicable law or that reflect the different description, location or nature of
the applicable property), in connection with each such additional property or
properties and, upon proper recording thereof, such mortgage or other similar
security instrument shall constitute a "Mortgage"
hereunder and such additional property shall constitute a "Mortgaged
Premises" hereunder.




For
purposes of this Agreement,




(i)
            "Net
      Proceeds" shall mean cash proceeds received by an All American
      Entity from any debt financing (including the incurrence of new
      indebtedness and any refinancing of existing indebtedness), equity
      financing or other capital-raising transaction, net of (A) expenses
      actually incurred and paid by the All American Entities to an unaffiliated
      third party in connection with such financing (including, without
      limitation, title insurance premiums, recording fees and lender fees) and
      (B) (i) if such refinancing involves any of the Mortgaged Premises, any
      amounts applied to repayment of indebtedness senior in priority to the
      Indebtedness secured by a Mortgage in favor of TPSI on the Mortgaged
      Premises subject to such financing transaction or (ii) if such refinancing
      involves a property that is not one of the Mortgaged Premises, any amounts
      applied to repayment of indebtedness secured by a mortgage or other lien
      on such property; and




(ii)
            "Net
      Mortgage Value" shall mean the fair market value of any property
      (determined as specified in this Agreement) less the maximum aggregate
      amount of obligations secured by any mortgage or other consensual lien or
      encumbrance that has or would have priority over, or be pari
      passuwith, the applicable Mortgage or proposed additional mortgage
      in favor of TPSI with respect to such
property.




5




1.5 Place
of Payment. Payments of principal, interest and any other amounts due
TPSI under the Notes shall be made by the All American Entities at TPSI's
offices at 1670 Broadway, Suite 3100, Denver, Colorado 80202, or at such other
place as TPSI may designate, from time to time, in writing to the All American
Entities in accordance with the terms of this Agreement.




1.6             Collateral.




(a)The Notes shall be
secured by mortgages of certain properties (the "Mortgaged
Premises") as follows:




(i)that
certain property (located in Duncannon, PA known as the "Clark's Ferry truck
stop plaza") as defined in that certain Second Lien Mortgage and Security
Agreement, dated as of the Effective Date and to be recorded by Clark's Ferry
Properties (as defined below) no later than three (3) business days following
the Effective Date, made by Clarks Ferry Properties, Inc., a Delaware
corporation ("Clark's Ferry Properties"), and a wholly owned subsidiary of
Properties, in favor of TPSI, substantially in the form attached hereto as Exhibit
B-1 (as amended, restated, supplemented or modified from time to time,
"MortgageA"), between All American
and TPSI;




(ii)that
certain property (located in Myerstown, PA, known as the "Frystown truck stop
plaza") as defined in that certain Second Lien Mortgage and Security Agreement,
dated as of the Effective Date and to be recorded by Frystown Properties (as
defined below) no later than three (3) business days following the Effective
Date, made by Frystown All American Properties, Inc., a Delaware corporation
("Frystown Properties"), and awholly owned subsidiary of Properties, in favor of TPSI, substantially in
the form attached hereto as Exhibit
B-2 (as amended, restated, supplemented or modified from time to time,
"MortgageB");




(iii)if such
property is owned by Energy Management & Supply Corporation, a Delaware
corporation ("Belmont Properties"), on December 14, 2007, that certain property
(located in Belmont, NY, known as the "Belmont truck stop plaza") as defined in
that certain Mortgage, to be dated and recorded by Belmont Properties no later
than December 14, 2007, made by Belmont Properties and a wholly owned subsidiary
of Properties, in favor of TPSI, substantially in the form attached hereto as
Exhibit
B-3 (as amended, restated, supplemented or modified from time to time,
"MortgageC");
and




(iv)if such
property is owned by Nova Ten Realty Corp., a Delaware corporation ("Carney's
Point Properties" and, together with Clark's Ferry Properties, Frystown
Properties and Belmont Properties, each a "Mortgagor" and, collectively, the
"Mortgagors"), on December 14, 2007, that certain property (located in Carney,
NJ, known as the "Carney's Point truck stop plaza") as defined in that certain
Mortgage, to be dated and recorded by Carney's Point Properties no later than
December 14, 2007, made by Carney's Point Properties and a wholly owned
subsidiary of Properties, in favor of TPSI, substantially in the
form attached hereto as Exhibit
B-4 (as amended, restated, supplemented or modified from time to time,
"Mortgage
D" and, together with Mortgage A, Mortgage B and Mortgage C, the "Mortgages").




6




(b) In
the event that Properties or a Mortgagor enters into an agreement, on or before
December 14, 2007, to sell, transfer, convey or otherwise dispose of the
properties identified in Sections 1.6(a)(iii) or l.6(a)(iv) above,
then:




(i)Properties
shall provide TPSI with perfected security interests in additional property or
properties owned by Properties or one or more affiliates thereof with a Net
Mortgage Value (based on the most recent appraisals thereof in the possession of
Properties and provided to TPSI) equal to or in excess to the Net Mortgage Value
of the property or properties that was sold (based on the appraised value as set
forth on Schedule
II or a more recent third party independent appraisal prepared subsequent
to the date hereof, if any), to serve as substitute collateral for the
Indebtedness; provided that any such additional property or properties must be
satisfactory to TPSI in its reasonable discretion and that the All American
Entities shall, within five business days of the closing of the sale of such
property or properties, prepare and record a mortgage or other similar security
instrument, in form and substance substantially identical to the Mortgages
(except for changes required by applicable law or that reflect the different
description, location or nature of the applicable property), in connection with
each such additional property or properties and, upon proper recording thereof,
such mortgage or other similar security instrument shall constitute a "Mortgage"
hereunder and such substitute property shall constitute a "Mortgaged
Premises" hereunder; and




(ii)if such
sale, transfer, conveyance or other disposition was of the property identified
in Section 1.6(a)(iii) or 1.6(a)(iv) above, then Properties shall cause to be
paid to TPSI (out of proceeds of such sale, transfer, conveyance or other
disposition) any amount in excess of $3,000,000 received by Belmont Properties,
Carney's Point Properties, any All American Entity or any of their respective
affiliates inconsideration for such property.




(c) Not
later than January 15, 2008, the All American Entities shall take all steps
necessary to cause the Crown Mortgage identified on Schedule
III relating to the Belmont truck stop Plaza to be terminated and
released and shall have provided TPSIany and all documentation requested by TPSI to confirm the release
thereof.




(d) Not
later than January 15, 2008, the All American Entities shall take all steps
necessary to cause Mortgage A and Mortgage B to represent a second priority lien
(having priority over all other consensual liens and security interests, except
for the liens represented by the FMAC Documents identified on Schedule
III) on the Mortgaged Premises subject to Mortgage A and Mortgage B, as
applicable, and shall provide to TPSI any and all documentation requested by
TPSI to confirm the release of the any and all prior mortgages or other liens on
such property and the continued validity and first priority of Mortgage A and
Mortgage B.




(e) In
addition, unless all the outstanding Indebtedness has been repaid, not later
than the date that is 21 months after the Effective Date, the All American
Entities shall take all steps
necessary to cause Mortgage B to represent a first priority (as opposed to
second priority) lien on the premises subject to Mortgage B, and shall provide
to TPSI any and all documentation requested by TPSI to confirm the release of
the any and all prior mortgages or other liens on such property and the
continued validity and first priority of Mortgage B. If, thereafter, the All
American Entities reduce the outstanding balance of the Indebtedness to an
amount less than $5,000,000 and TPSI shall have received evidence satisfactory
to it in its sole discretion of the continued validity and first priority lien
represented by Mortgage B, then TPSI shall take all steps reasonably necessary
to terminate the security interest represented by Mortgage A.




7




1.7 Increase
in Prepayment Advance. If, as of December 14, 2007 or, if Section 1.6(b)
is applicable, the date that is five business days following the closing of the
sale of such property or properties, the Mortgages have been timely recorded as
provided in Section 1.6(a) or Section 1.6(b), as applicable, then TPSI hereby
agrees to increase the Prepayment Advance set forth on Schedule
I to $1,800,000, and the following adjustments shall thereafter be deemed
to have been made: (i) the aggregate amount of the Able/Plazas Note shall be
increased by $250,000; (ii) the aggregate amount of Indebtedness shall be
increased by $250,000; and (iii) the Threshold Amount shall be increased by
$250,000.




ARTICLE 2


CONDITIONSPRECEDENT




As
conditions precedent to TPSI's obligation to execute and deliver this Agreement
and accept delivery of the Notes, the following obligations (the "Conditions
Precedent") shall have been fulfilled:




2.1 Mortgages.
(i) Mortgage A and Mortgage B shall have been executed and delivered and the
forms of the Mortgages shall be in a form sufficient to, upon recordation as
provided herein, create a valid lien and security interest in the Mortgaged
Premises under and as defined in the applicable Mortgage, and (ii) all filings,
recordations or other actions necessary or desirable to cause the security
interests described in clause (i) to be perfected, prior to all other consensual
liens other than the mortgages, pledges, liens, charges, reservations,
covenants, restrictions, security interests or other encumbrances set forth on
Schedule
III (each, in the amount thereof on the date hereof, a "Permitted
Encumbrance").




2.2 Closing
Certificates.




(a)Properties
shall have delivered to TPSI a certificate of the secretary of Properties,
certifying true and correct copies of (i) corporate resolutions, in effect on
the Effective Date, of Properties' and each Mortgagor's board of directors
authorizing the execution and delivery by Properties and each Mortgagor of, and
the performance by Properties and each Mortgagor of its obligations under, the
Loan Documents to which it is a party, (ii) the certificate of incorporation and
bylaws of Properties and each Mortgagor in effect as of the Effective Date, and
(iii) all documents related to any of the Permitted Encumbrances or the
indebtedness related thereto.




(b)Able and
Plazas shall have delivered to TPSI certificates of the secretary of each of
Able and Plazas, certifying true and correct copies of (i) corporate
resolutions, in effect on the
Effective Date, of Able and Plazas, respectively, authorizing the execution and
delivery by Able and Plazas, respectively, of, and the performance by Able and
Plazas, respectively, of their respective obligations under, the Loan Documents
to which they are party, (ii) the certificate of incorporation and bylaws of
Able and Plazas, respectively, in effect as of the Effective Date, and (iii) all
documents related to any of the Permitted Encumbrances or the indebtedness
related thereto.




8


2.3 Legal
Opinions. TPSI shall have received (a) a legal opinion, of counsel to
Properties and the Mortgagors, regarding the enforceability against each of
Properties and the Mortgagors of the Loan Documents to which it is a party, and
(b) a legal opinion, of counsel to Able and Plazas, regarding the enforceability
against each of Able and Plazas, of the Loan Documents to which it is a party,
in each case in form and substance satisfactory to TPSI.




ARTICLE 3


EVENTS
OF DEFAULT




3.1 Properties
Event of Default. The occurrence of any one or more of the following
events will constitute an event of default with respect to the Indebtedness
represented by the Properties Note (a "Properties
Event of Default"):




(a)TPSI
shall not receive any payment of principal or interest on the Properties Note
when due;




(b)Properties
or any of the Mortgagors fails to duly and punctually perform or observe any
material covenant, obligation or undertaking contained in Sections 1.6(b), (c),
(d) or (e), or Sections 5.1(a), (e), (f) and (i);




(c)To the
extent not addressed in subsection (b) above, Properties or any of the
Mortgagors fails to perform or observe any material covenant, obligation or
undertaking contained herein or in any of the other Loan Documents, which
failure is not cured (if capable of cure) within 15 days after Properties or
such Mortgagor first has knowledge thereof;




(d)(i) Any
defined event of default occurs under any Loan Document to which Properties or
any Mortgagor is a party, other than this Agreement, or (ii) any event,
condition, circumstance or other act or omission occurs that would constitute
any event of default under any such Loan Document after the giving of notice or
the passage of time or both, and which Properties or the applicable Mortgagor
does not commit, and continuously use, its best efforts to cure prior to
becoming an event of default thereunder;




(e)Any
representation or warranty made by Properties or any Mortgagor herein or in the
Properties Note, the Mortgages or any other Loan Document to which Properties or
any Mortgagor is a party, proves to have been false or erroneous in any material
respect when made;




(f)Any event
of default occurs under the terms of any indebtedness of Properties or any
Mortgagor for borrowed money, or pursuant to any other financing arrangement or
bank credit facility, in each case in excess of $250,000 and, as a result
thereof, such indebtedness may be declared immediately due and payable or
becomes due prior to the stated maturity thereof;




9




(g)An All
American Entity suffers any judgment of any court of competent jurisdiction and
as a result, any execution, sequestration or any other process of any court
becomes enforceable against Properties or a Mortgagor, or if a distress or
analogous process is levied upon the property or assets of Properties or a
Mortgagor (including any of the Mortgaged Premises) and the failure to satisfy
such execution, sequestration, distress or process would render any of the
Mortgaged Premises liable to sale or forfeiture;




(h)The All
American Entities and their affiliates suspends or ceases or threatens to
suspend or cease conducting business in the ordinary course at any of the
Mortgaged Premises (other than in the case of a sale of any of the Mortgaged
Premises that satisfies the conditions of the proviso to Section
5.1(f);




(i)An All
American Entity or a Mortgagor makes an assignment, proposal or compromise for
the benefit of its creditors or otherwise acknowledges its insolvency or
inability to pay debts as they become due or should an All American Entity or a
Mortgagor invoke, threaten to invoke or indicate its intention to invoke the
benefit of any legislation governing insolvent debtors or affecting the rights
of creditors generally;




(j)An All
American Entity or Mortgagor commences any receivership or liquidation, either
voluntarily or under an order of a court of competent
jurisdiction;




(k)An All
American Entity or Mortgagor becomes bankrupt or insolvent (under any test under
any law defining insolvency), or any proceeding in bankruptcy, receivership,
liquidation or insolvency is commenced in respect of or against any All American
Entity or Mortgagor or in respect of any of its property, or any receiver,
trustee or liquidator takes possession of the undertaking or any substantial
portion of the property of any All American Entity or Mortgagor, including
without limitation any filing of any petition by or against any All American
Entity or Mortgagor under any provision of the United States Bankruptcy Code, or
any All American Entity or Mortgagor or any of its directors or officers takes
any act to authorize or commence any of the foregoing;




(1) In the
reasonable opinion of TPSI, acting in good faith, there has occurred a material
adverse change in the financial or any other condition of any All American
Entity or Mortgagor compared to what was represented to TPSI herein or which is
likely to result in the impairment of anyAll American Entity's or Mortgagor's ability timely to pay or perform any
of its material obligations hereunder or under the Properties Note or any or all
of the other Loan Documents to which it is a party; provided, however that (i)
no circumstance or event shall be deemed to be such a material adverse change
unless the financial impact on the All American Entities and the Mortgagors in
the Aggregate could reasonably be expected to exceed $500,000 in any fiscal year
and (ii) adverse changes in general economic and market conditions that do not
disproportionately affect the All American Entities and the Mortgagors shall not
constitute material adverse change for purposes of this Section
3.1(1).




3.2 Able/Plazas
Event of Default. The occurrence of any one or more of the following
events will constitute an event of default with respect to the Indebtedness
represented by the Able/Plazas Note (an "Able/Plazas
Event of Default," and the occurrence of either an Able/Plazas
Event of Default or a Properties Event of Default is referred to herein as an
"Eventof
Default"), time being of the essence with respect to each
requirement:




10




(a)TPSI
shall not receive any payment of principal or interest on the Able/Plazas Note
when due;




(b)Able or
Plazas fails to duly and punctually perform or observe any material covenant,
obligation or undertaking contained in Sections 1.6(b), (c), (d) or (e), or
Sections 5.1(a), (e), (f) and (j);




(c)To the
extent not addressed in subsection (b) above, either Able or Plazas fails to
perform or observe any material covenant, obligation or undertaking contained
herein or in any of the other Loan Documents to which it is a party, which
failure is not cured (if capable of cure) within fifteen (15) days of such All
American Entity's knowledge thereof;




(d)(i) Any
defined event of default occurs under any Loan Document to which Able or Plazas
is a party, other than this Agreement, or (ii) any event, condition,
circumstance or other act or omission occurs that would constitute any event of
default under any such Loan Document after the giving of notice or the passage
of time or both, and which Able and Plazas do not commit, and continuously use,
their best efforts to cure prior to becoming an event of default
thereunder;




(e)Any
representation or warranty made herein or in the Able/Plazas Note or the Supply
Agreement, or any other Loan Document to which Able or Plazas is a party, proves
to have been false or erroneous in any material respect when
made;




(f)Any event
of default occurs under the terms of any indebtedness of Able or Plazas for
borrowed money, or pursuant to any other financing arrangement or bank credit
facility, in each case in excess of $250,000 and, as a result thereof, such
indebtedness becomes due prior to the stated maturity
thereof;




(g)Able or
Plazas, or any of their respective affiliates other than Properties and its
subsidiaries, suffers any judgment of any court of competent jurisdiction in
excess of $100,000 individually or $250,000 in the aggregate and, as a result,
any execution, sequestration or any other process of any court becomes
enforceable against an Able or Plazas, orif a distress or analogous process is levied upon any property or assets
of Able or Plazas and the failure to satisfy such execution, sequestration,
distress or process would render any property or assets of Able or Plazas liable
to sale or forfeiture;




(h)The All
American Entities and their affiliates suspends or ceases or threatens to
suspend or cease conducting business in the ordinary course at any of the
Mortgaged Premises (other than in the case of a sale of any of the Mortgaged
Premises that satisfies the conditions of the proviso to Section
5.1(f);




(i)Able or
Plazas, or any of their respective subsidiaries, makes an assignment, proposal
or compromise for the benefit of its creditors or otherwise acknowledges its
insolvency or inability to pay debts as they become due or should Able or Plazas
invoke, threaten to invoke or
indicate its intention to invoke the benefit of any legislation governing
insolvent debtors or affecting the rights of creditors generally;




(j)Able or
Plazas, or any of their respective subsidiaries, commences any receivership or
liquidation, either voluntarily or under an order of a court of competent
jurisdiction;




11




(k)Able or
Plazas, or any of their respective subsidiaries, becomes bankrupt or insolvent
(under any test under any law defining insolvency), or any proceeding in
bankruptcy, receivership, liquidation or insolvency is commenced in respect of
or against any Able, Plazas or any such subsidiary or in respect of any of its
property, or any receiver, trustee or liquidator takes possession of the
undertaking or any substantial portion of the property of Able, Plazas or any
such subsidiary, including without limitation any filing of any petition by or
against Able, Plazas or any such subsidiary under any provision of the United
States Bankruptcy Code, or Able, Plazas or any such subsidiary, or any of their
respective directors or officers takes any act to authorize or commence any of
the foregoing;




(1) In the
reasonable opinion of TPSI, acting in good faith, there has occurred a material
adverse change in the financial or any other condition of Able or Plazas, or any
of their respective subsidiaries, compared to what was represented to TPSI
herein or which is likely to result in the impairment of Able's or Plaza's
ability timely to pay or perform any of its material obligations hereunder or
under the Able/Plazas Note or any or all of the other Loan Documents; provided,
however that (i) no circumstance or event shall be deemed to be such a material
adverse change unless the financial impact on Able, Plazas and their respective
subsidiaries, in the aggregate, could reasonably be expected to exceed $500,000
in any fiscal year and (ii) adverse changes in general economic and market
conditions that do not disproportionately affect the Able, Plazas and their
respective subsidiaries shall not constitute material adverse change for
purposes of this Section 3.2(1).




3.3 Recourse.




(a)Upon the
occurrence of any Properties Event of Default, TPSI, at its option and without
demand or notice to any All American Entity, all of which are waived to the
extent permitted by applicable law, may declare all Indebtedness represented by
the Properties Note immediately due and payable, in addition to other remedies
available to a secured party under the UCC or under applicable law, or available
under any or all other documents (including the Loan Documents), all of which
are cumulative and nonexclusive.




(b)Upon the
occurrence of any Able/Plazas Event of Default, TPSI, at its option and without
demand or notice to any All American Entity, all of which are waived to the
extent permitted by applicable law, may declare all Indebtedness represented by
the Able/Plazas Note immediately due and payable, in addition to other remedies
available to a secured party under the UCC or under applicable law, or available
under any or all other documents (including the Loan Documents), all of which
are cumulative and nonexclusive.




(c)In
addition to and without limiting the rights of TPSI set forth in Section 3.3(b),
upon the occurrence of any Able/Plazas Event of Default, the Mortgagors hereby
agree to pay or otherwise
cure, and shall be jointly and severally liable for, such Event of Default. The
obligation of the Mortgagors set forth in this Section 3.3(c) is a primary,
present and continuing obligation, and TPSI shall not be required to prosecute
collection, enforcement or other remedies against Able, Plazas or any other
Mortgagor, or to enforce or resort to any collateral for the repayment of any
amounts due under the Able/Plazas Note or other rights or remedies pertaining
thereto, before calling on the Mortgagors for payment or cure. Without limiting
the foregoing, if for any reason Able or Plazas shall fail or be unable to pay,
punctually and fully, any amounts due under the Able/Plazas Note, the Mortgagors
shall pay such amounts to TPSI in full immediately upon demand. One or more
successive actions may be brought against any Mortgagor or all Mortgagors, as
often as TPSI deems advisable, until any and all Able/Plazas Events of Default
are cured in full or all Indebtedness represented by the Able/Plazas Note is
paid in full. If a payment by any Mortgagor to TPSI could reasonably be expected
to constitute a preference payment in bankruptcy because such Mortgagor would
have a legal or equitable right to recover such payment from the All American
Entity on whose behalf such payment was made, then such Mortgagor agrees that it
will forgo any such right to recovery for so long as necessary for its payment
to TPSI not to be recoverable as a preference in such bankruptcy.




12




ARTICLE
4


REPRESENTATIONSAND WARRANTIES




4.1 Representations
and Warranties of Properties. In order to induce TPSI to enter into this
Agreement and accept delivery of the Note and the Supply Agreement and other
Loan Documents, Properties hereby represents and warrants to TPSI as of the
Effective Date, as follows:




(a)Organization
and Qualification. Properties and each of the Mortgagors (i) is a
corporation duly incorporated, validly existing and in good standing under the
laws of the state of its organization, (ii) has the power and authority to own
its properties and assets and to transact the businesses in which it is
presently, or proposes to be, engaged, and (iii) is duly qualified and is
authorized to do business and is in good standing in every jurisdiction in which
the failure to be so qualified could reasonably be expected to have a material
adverse effect.




(b)Ownership
of Assets. Properties is the direct and beneficial owner of all of the
issued and outstanding capital stock of each Mortgagor and holds such capital
stock free and clear of any adverse claim or other lien or encumbrance. Each
Mortgagor owns the Mortgaged Premises described in the Mortgage to which such
Mortgagor isa party free and clear of any liens or encumbrances other than Permitted
Encumbrances.




(c)No
Conflict. The execution and delivery by Properties and each of the
Mortgagors of each of the Loan Documents to which it is a party, and the
performance of the obligations of each hereunder and thereunder, as applicable,
and the consummation by Properties and the Mortgagors of the transactions
contemplated hereby and thereby: (i) are within the corporate powers of
Properties and each Mortgagor, as applicable; (ii) are duly authorized by the
Board of Directors or similar managing body of Properties and each Mortgagor, as
applicable; (iii) except as set forth on Schedule
IV, are not in contravention of the terms of the organizational documents
of Properties or any Mortgagor, as applicable, or of any material indenture,
agreement, mortgage, deed of trust, loan agreement, credit agreement or other
material agreement
or instrument to which any of Able, Plazas or Properties is a party or by which
it or any of its properties or Collateral are bound; (iv) do not contravene any
statute, law, ordinance regulation, rule, order or other governmental
restriction applicable to or binding upon Properties or any Mortgagor, except
for minor matters where failure would not have or be reasonably expected to
cause a material adverse effect on the ability of TPSI to exercise rights,
powers and remedies with respect to any of the Notes, the Mortgages or any other
Loan Document.




(d) Enforceability.
This Agreement, the Properties Note, the Mortgages and the other Loan Documents
are each the legal, valid and binding obligations of each of Properties or the
Mortgagors, as applicable, and are enforceable against each of Properties or any
Mortgagor that is a party thereto in accordance with their terms, except as such enforceability may be
limited by (i) the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and (ii) general principles
of equity.




(e) No
Defaults. Except as specified in Schedule
IV, none of Properties or any Mortgagor is in default under any term of
any indenture, contract, lease, agreement, instrument or other commitment to
which it is a party or by which it is bound, which default has had or could be
reasonably expected to have a material adverse effect upon any of Properties or
the Mortgagors, or which is secured in whole or in part by any lien or security
interest on any Mortgaged Premises. Neither Properties nor any of the Mortgagors
knows of any dispute regarding any indenture, contract, lease, agreement,
instrument or other commitment which could reasonably be expected to have a
material adverse effect upon any of Properties or the Mortgagors or which is
secured in whole or in part by any lien or security interest on any of the
Mortgaged Premises.




13




(f) Principal
Amount of Permitted Encumbrances. As of the date hereof, Schedule
III accurately sets forth the aggregate outstanding principal amount of
each item of indebtedness identified as a Permitted Encumbrance on Schedule
III.




(g) Survival
of Representations. All representations made by Properties and each of
the Mortgagors in this Agreement and each of the other Loan Documents to which
Properties or any Mortgagor is a party are true, correct, complete and not
misleading, and all such representations in this Agreement and the Loan
Documents shall survive the execution and delivery hereof and thereof for so
long as any principal portion of the Indebtedness represented by the Properties
Note or interest due thereon remains unpaid.




4.2 Representations
and Warranties of Able and Plazas. In order to induce TPSI to enter into
this Agreement and accept delivery of the Note and the Supply Agreement and
other Loan Documents, Able and Plazas hereby jointly and severally represent and
warrant to TPSI as of the Effective Date, as follows:




(a) Organization
and Qualification. Each of Able and Plazas (i) is a corporation duly
incorporated, validly existing and in good standing under the laws of the state
of its organization, (ii) has
the power and authority to own its properties and assets and to transact the
businesses in which it is presently, or proposes to be, engaged, and (iii) is
duly qualified and is authorized to do business and is in good standing in every
jurisdiction in which the failure to be so qualified could reasonably be
expected to have a material adverse effect.


(b)No
Conflict. The execution and delivery by Able and Plazas of this
Agreement, the Able/Plazas Note, the Supply Agreement and the other Loan
Documents to which either Able or Plazas is a party, and the performance of the
obligations of each hereunder and thereunder, as applicable, and the
consummation by Able and Plazas of the transactions contemplated hereby and
thereby: (i) are within the corporate powers of each of Able and Plazas, as
applicable; (ii) are duly authorized by the Board of Directors or similar
managing body of each of Able and Plazas, as applicable; (iii) are not in
contravention of the terms of the organizational documents of each of Able or
Plazas, as applicable, or of any material indenture, agreement, mortgage, deed
of trust, loan agreement, credit agreement or other material agreement or
instrument to which either of Able and Plazas is a party or by which it or any
of its properties are bound; (iv) do not contravene any statute, law, ordinance
regulation, rule, order or other governmental restriction applicable to or
binding upon either of Able or Plazas, except for minor matters where failure
would not have or be reasonably expected to cause a material adverse effect on
the ability of TPSI to exercise rights, powers and remedies with respect to any
of the Able/Plazas Note or any other Loan Document.




(c)Enforceability.
This Agreement, the Note, the Supply Agreement and the other Loan Documents are
each the legal, valid and binding obligations of each of Able and Plazas, as
applicable, and are enforceable against each of them in accordance with their
terms, except as such enforceability may be limited by (i) the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and (ii) general principles of
equity.




(d)No
Defaults. Able nor Plazas is in default under any term of any indenture,
contract, lease, agreement, instrument or other commitment to which it is a
party or by which it is bound, which default has had or could be reasonably
expected to have a material adverse effect upon either of Able or Plazas, or
which is secured in whole or in part by any lien or security interest on any of
the Mortgaged Premises. Neither Able nor Plazas knows of any dispute regarding
any indenture, contract, lease, agreement, instrument or other commitment which
could reasonably be expected to have a material adverse effect upon either Able
or Plazas or which is secured in whole or in part by any lien or security
interest on any of the Mortgaged Premises.




14


(e)Survival
of Representations. All representations made by Able and Plazas in this
Agreement and each of the other Loan Documents to which Able or Plazas is a
party are true, correct, complete and not misleading, and all such
representations in this Agreement and the Loan Documents shall survive the
execution and delivery hereof and thereof for so long as any principal portion
of the Indebtedness represented by the Able/Plazas Note or interest due thereon
remains unpaid.




ARTICLE 5


ADDITIONAL COVENANTS




5.1 Certain
Covenants. Able, Plazas and Properties hereby covenant and agree with
TPSI as follows:




(a)As soon
as practicable, but no later than January 14, 2008, the All American Entities
shall, at their sole expense, deliver to TPSI a prepaid full coverage mortgagee
title insurance policy on the standard form ALTA Loan Policy-2006, with
creditors rights exclusion, issued by a title insurance company approved by
TPSI, showing the Mortgages to be recorded, valid, and outstanding, insuring
that, except for the Permitted Encumbrances there shall be no other security
interest, lien or claim on any of the Mortgaged Premises; and undertaking to
insure TPSI, with respect to each mortgage, up to the full amount of the
Indebtedness. Said policy shall contain only those exceptions (including
standard exceptions) and matters affecting title as shall have been approved by
TPSI, shall provide full protection against filed and unified mechanics' and
materialmen's liens and shall include such endorsements, including but not
limited to comprehensive, environmental liens, access and same as survey, as
TPSI may require in its sole discretion.




(b)The All
American Entities shall pay when due all taxes and assessments with respect to
the Mortgaged Premises or their use or operation.




(c)TPSI
shall have the right to inspect the Mortgaged Premises and to examine the All
American Entities' books and records concerning the Mortgaged Premises and at
all reasonable times and wherever located.




(d)Able,
Plazas and Properties shall notify TPSI within five calendar days if any All
American Entity or any of the Mortgagors becomes involved in any new claim or
dispute, or in any litigation or other proceeding before any court, tribunal, or
similar body, which may impact or otherwise encumber the Mortgaged Premises or
in which any potential recovery from any of the All American Entities or
Mortgagors may exceed $100,000.




(e)None of
Able, Plazas or Properties shall merge, consolidate, or sell all or
substantially all of its assets without the prior written consent of TPSI;
provided, however, that such entities shall be permitted to merge, consolidate,
or sell all or substantially all of its assets without the prior written consent
of TPSI if the following conditions are met: (i) the purchaser or surviving
entity, as applicable, of such transaction shall have executed an agreement, in
form and substance acceptable to TPSI in its sole discretion, pursuant to which
such purchaser or surviving entity, as applicable, shall assume the liabilities
of Able, Plazas or Properties, as applicable, under the Notes and this
Agreement; and (ii) the purchaser or surviving entity, as applicable, shall have
furnished evidence to TPSI that the liens under the Mortgages are continuing,
valid and perfected first priority liens (or lower priority as specifically
provided herein) on the applicable Mortgaged Premises. In addition, TPSI shall
have the right, exercisable in its sole discretion, and not as a condition to
the consummation of such merger, consolidation or sale of assets, to obtain (at
its sole cost and expense) an appraisal demonstrating whether the Mortgaged
Premises have an aggregate Net Mortgage Value in excess of 150% of the aggregate
amount of the Indebtedness then outstanding. In the event such appraisal shows
that the Mortgaged Premises
have an aggregate Net




15


Mortgage
Value lower than 150% of the aggregate amount of the Indebtedness then
outstanding, then Properties shall provide TPSI with additional property or
properties owned by Properties or one or more affiliates thereof with a Net
Mortgage Value (based on the most recent appraisals thereof in the possession of
Properties) that, together with the Net Mortgage Value of the Mortgaged Premises
(based on the appraised value as set forth on Schedule
II or a more recent third party independent appraisal prepared subsequent
to the date hereof, if any), equals or exceeds the amount of the Indebtedness.
Any such additional property or properties must be satisfactory to TPSI in its
reasonable discretion. The All American Entities shall, within five business
days of the closing of such transaction, prepare and record a mortgage or other
similar security instrument, in form and substance substantially identical to
the Mortgages (except for changes required by applicable law or that reflect the
different description, location or nature of the applicable property), in
connection with each such additional property or properties and, upon proper
recording thereof, such mortgage or other similar security instrument shall
constitute a "Mortgage"
hereunder and such additional property shall constitute a "Mortgaged
Premises hereunder.




(f) Without the
prior written consent of TPSI, no Mortgagor shall sell, transfer, convey or
dispose of any of the Mortgaged Premises, and Properties shall not sell,
transfer, convey or dispose of all or greater than 50% of the voting capital
stock or other equity of any Mortgagor; provided, however, that, without the
prior written consent of TPSI the Mortgagors shall be permitted to sell,
transfer, convey or otherwise dispose of any one or more Mortgaged Premises, and
Properties may sell, transfer, convey or dispose of all or greater than 50% of
the voting capital stock or other equity interests of any Mortgagor, if TPSI is
paid the amount(s) set forth in Schedule
V with respect to one or more of the Mortgaged Premises being sold or
transferred (or the Mortgaged Premises owned by the Mortgagor the equity
interests of which are being sold or transferred, as applicable) out of the
proceeds of such sale, transfer, conveyance or other disposition. In addition,
if any Indebtedness remains outstanding following such sale, transfer,
conveyance or other disposition, TPSI shall have the right, exercisable in its
sole discretion, and not as a condition to the consummation of such sale,
transfer, conveyance or other disposition, to obtain (at its sole cost and
expense) an appraisal demonstrating whether the remaining Mortgaged Premises
have an aggregate Net Mortgage Value in excess of 150% of the aggregate amount
of the Indebtedness remaining outstanding following such sale, transfer,
conveyance or other disposition. In the event such appraisal shows that the
remaining Mortgaged Premises have an aggregate Net Mortgage Value lower than
150% of the aggregate amount of the Indebtedness remaining outstanding following
such sale, transfer, conveyance or other disposition, then Properties shall
provide TPSI with additional property or properties owned by Properties or one
or more affiliates thereof with aNet Mortgage Value (based on the most recent appraisals thereof in the
possession of Properties) that, together with the Net Mortgage Value of the
Mortgaged Premises (based on the appraised value as set forth on Schedule
II,
or a more recent third party independent appraisal prepared subsequent to the
date hereof, if any), equals or exceeds the amount of the Indebtedness. Any such
additional property or properties must be satisfactory to TPSI in its reasonable
discretion. The All American Entities shall, within five business days of the
closing of the sale, transfer, conveyance or other disposition, prepare and
record a mortgage or other similar security instrument, in form and substance
substantially identical to the Mortgages (except for changes required by
applicable law or that reflect the different description, location or nature of
the applicable property), in connection with each such additional property or
properties and, upon proper recording thereof, such
mortgage or other similar security instrument shall constitute a "Mortgage"
hereunder and such additional property shall constitute a "Mortgaged
Premises" hereunder. The Mortgagors shall notify TPSI in writing of any
proposed sale, transfer, conveyance or other disposition of the Mortgaged
Premises not less than 30 days in advance of the completion of such transaction.
Such notice shall provide reasonable detail of the terms of the proposed
transaction, including the price to be paid and payment terms.




16




(g) Neither
Properties nor any Mortgagor shall engage in any debt financing (including the
incurrence of new indebtedness and any refinancings of existing indebtedness),
equity financing or other capital-raising transaction with respect to any of the
Mortgaged Premises without the prior written consent of TPSI; provided, however,
that such entities shall be permitted to engage in a debt financing, equity
financing or other capital-raising transaction with respect to any of the
Mortgaged Premises without the prior written consent of TPSI if the following
conditions are met: (i) TPSI shall be paid at least 50% of the Net Proceeds of
such debt financing, equity financing or other capital-raising transaction; and
(ii) Properties or the Mortgagor(s), as applicable, shall have furnished
evidence to TPSI that the liens under the Mortgages are continuing, valid and
perfected first priority liens (or lower priority as specifically provided
herein) on the applicable Mortgaged Premises. In addition, if any Indebtedness
remains outstanding following such debt financing, equity financing or other
capital-raising transaction, TPSI shall have the right, exercisable in its sole
discretion, and not as a condition to the consummation of such debt financing,
equity financing or other capital-raising-transaction, to obtain (at its sole
cost and expense) an appraisal demonstrating whether the remaining Mortgaged
Premises have an aggregate Net Mortgage Value in excess of 150% of the aggregate
amount of the Indebtedness remaining outstanding following such debt financing,
equity financing or other capital-raising transaction. In the event such
appraisal shows that the remaining Mortgaged Premises have an aggregate Net
Mortgage Value lower than 150% of the aggregate amount of the Indebtedness
remaining outstanding following such debt financing, equity financing or other
capital-raising transaction, then Properties shall provide TPSI with additional
property or properties owned by Properties or one or more affiliates thereof
with a Net Mortgage Value (based on the most recent appraisals thereof in the
possession of Properties) that, together with the Net Mortgage Value of the
Mortgaged Premises (based on the appraised value as set forth on Schedule
II or a more recent third party independent appraisal prepared subsequent
to the date hereof, if any), equals orexceeds the amount of the Indebtedness. Any such additional property or
properties must be satisfactory to TPSI in its reasonable discretion. The All
American Entities shall, within five business days of the closing of the debt
financing, equity financing or other capital-raising transaction, prepare and
record a mortgage or other similar security instrument, in form and substance
substantially identical to the Mortgages (except for changes required by
applicable law or that reflect the different description, location or nature of
the applicable property), in connection with each such additional property or
properties and, upon proper recording thereof, such mortgage or other similar
security instrument shall constitute a "Mortgage"
hereunder and such additional property shall constitute a "Mortgaged
Premises" hereunder. The Mortgagors shall notify TPSI in writing of any
proposed debt financing, equity financing or other capital-raising transaction
with respect to any of the Mortgaged Premises not less than 30 days in advance
of the completion of such transaction. Such notice shall provide reasonable
detail of the terms of the proposed transaction, including the amounts to be
financed. Except as provided in this Section 5.1(g), neither Properties nor any other All
American Entity shall permit any of the Mortgaged Premises to be subject to a
consensual lien other than the Permitted Encumbrances.




(h)If, at
any time after January 31, 2008, Able is not current in its annual and quarterly
filing requirements under the Securities Exchange Act of 1934, or is not subject
to such requirements, then, within ten (10) calendar days after any written
request from TPSI, Able shall provide TPSI current consolidated and
consolidating financial statements of Able and its subsidiaries as of the most
recently ended fiscal quarter and year. Such financial statements shall be
prepared in accordance with generally accepted accounting principals and, in the
case of annual financial statements, shall be accompanied by an unqualified
opinion thereon of a qualified firm of independent auditors.




17




(i)While any
of the Indebtedness represented by the Properties Note is outstanding,
Properties shall not, directly or indirectly, make (i) any cash dividend or
other cash distribution, direct or indirect, on account of any shares of any
class of its capital stock, (ii) any redemption, retirement, sinking fund or
similar payment, purchase or other acquisition for value, direct or indirect, of
any shares of any class of its capital stock, or (iii) any cash payment made to
redeem, purchase, repurchase or retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire any shares of any class
of its capital stock (collectively, "Restricted
Payments").




(j)While any
of the Indebtedness represented by the Able/Plazas Note is outstanding, Able
shall not, directly or indirectly, make any Restricted
Payments.




5.2 Consent
and Indemnification. Properties and each of the Mortgagors hereby (a)
agree that TPSI may file each of the Mortgages without receipt of prior consent
of any existing lien holders, (b) expressly consents to the filing of the
Mortgages and the creation and perfection of the security interests granted
thereby regardless of receipt of any consent of any existing lien holder and
regardless of any default that may occur as a result thereof, and (ii) agrees to
indemnify and hold TPSI harmless from any loss, liability, cost or expense
(including fees and expenses of counsel) incurred by TPSI as aresult of or in connection with the execution and filing of the Mortgages
and the creation and perfection of the security interests granted
thereby.




ARTICLE
6


MISCELLANEOUS




6.1 Governing
Law. This Agreement, the Notes, and the other Loan Documents shall be
governed by and construed in accordance with the laws of the State of Colorado
without regard to principles of conflicts of law, except to the extent that any
Mortgage requires application of local law where the applicable Mortgaged
Premises is located.




6.2 Submission
to Jurisdiction, Waiver of Jury Trial. The parties hereby (i) submit to
the non-exclusive jurisdiction of the courts of the State of Colorado and the
federal courts of the United States sitting in the State of Colorado for the
purpose of any action or proceeding arising out of or relating to this
Agreement, the Notes or any of the other Loan Documents, (ii) agree that all
claims in respect of any such action or proceeding may be heard and determined
in such courts, (iii) irrevocably waive (to the extent permitted by applicable
law) any objection which such
party now or hereafter may have to the laying of venue of any such action or
proceeding brought in any of the foregoing courts, and any objection on the
ground that any such action or proceeding in any such court has been brought in
an inconvenient forum, and (iv) agree that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner permitted by law. THE PARTIES HEREBY
WAIVE ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY as to this Agreement, the
Notes and the Loan Documents or any causes of action or claims at any time
arising hereunder, thereunder or in connection herewith.




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6.3 Expenses,
Attorney's Fees, Etc. When and to the extent that TPSI shall be
entitled-to enforce or exercise any right or remedy, or TPSI is entitled or
required to defend itself or any of the Mortgaged Premises against any challenge
or competing security interest, lien, claim, or encumbrance, TPSI shall be
entitled to recover all expenses and costs reasonably suffered or incurred in
connection therewith, including to enforce its remedies against any of the
Mortgaged Premises after the occurrence of any Event of Default. The All
American Entities and the Mortgagors shall defend and indemnify TPSI against any
claims contrary to TPSI's rights or interests as set forth in this Agreement or
any other Loan Document or against any competing lien or security interest,
lien, claim, or encumbrance, TPSI shall be entitled to recover all expenses and
costs reasonably suffered or incurred in connection therewith, including to
enforce its remedies against any of the Mortgaged Premises after the occurrence
of any Event of Default. The All American Entities and Mortgagors shall defend
and indemnify TPSI against any claims contrary to TPSI's rights or interests as
set forth in this Agreement or any other Loan Document or against any competing
lien or security interest that may be enforced with respect to any of the
Mortgaged Premises. In the event litigation arising out of this Agreement, the
Notes or any of the other Loan Documents is initiated by either party, the
prevailing party, after the entry of a final non-appealable order, shall be
entitled to recover from the other party, as part of said order, all court
costs, fees and expenses of such litigation, including, without limitation,
reasonable attorneys' fees.




6.4Delay
or Failure to Exercise Rights. No delay or failure on the part of TPSI in
exercising any right, power or privilege hereunder or under any other Loan
Document shall affect such right, power or privilege, nor shall any single or
partial exercise thereof preclude any further exercise thereof or the exercise
of any other power, right or privilege. The rights and remedies of TPSI under
this Agreement or under the other Loan Documents are cumulative and not
exclusive of any right or remedies which TPSI would otherwise have. No waiver by
TPSI of any of its rights hereunder or under any other Loan Document shall be
deemed to be or constitute a waiver of any other rights or remedies of TPSI
hereunder nor shall delay in the exercise of any right or remedy be deemed to be
a waiver thereof.




6.5Severability.
Any provision of this Agreement or any other Loan Document which is prohibited
or unenforceable in any jurisdiction will not invalidate the remaining
provisions hereof and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render unenforceable such provision in any
other jurisdiction.




6.6Further
Assurances. Each party shall from time to time promptly execute and
deliver all further documents and take such further action reasonably necessary
or appropriate to give
effect to the provisions and intent of this Agreement or any other Loan Document
and the transaction envisaged herein.




6.7Notices.
Unless otherwise specified, each notice to a party must be given in writing and
delivered personally or bycourier, sent by prepaid registered mail or transmitted by fax to the
other party as follows:




If to the
All American Entities or Mortgagors:




All
American Plazas, Inc.


1140
Sixth Avenue, Suite 1800


New York,
NY 10036


Phone:
__________________


Fax:
212-687-9621




If to
TPSI:




TransMontaigne
Product Services Inc.


1670
Broadway, Suite 3100


Denver,
Colorado 80202


Attention:
William S. Dickey, President


Phone:
303-626-8200


Fax:
303-626-8238




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with a
copy to:




TransMontaigne
Product Services Inc.


1670
Broadway, Suite 3100


Denver,
Colorado 80202


Attention:
Erik B. Carlson, General Counsel


Phone:
303-860-5265


Fax:
303-626-8238




Or to any
other address, fax number or person that one party may designate to the other in
writing. Any notice, if delivered personally or by courier, will be deemed to
have been given when actually received; if transmitted by fax before 3:00 p.m.
on a business day, will be deemed to have been given on that business day; and
if transmitted by fax after 3:00 p.m. on a business day, will be deemed to have
been given on the business day after the date of the transmission.




6.8Days.
If any action is required to be performed, or if any notice, consent or other
communication is given, on a day that is a Saturday or Sunday or a bank holiday
in Colorado or New York, such performance shall be deemed to be required, and
such notice, consent or other communication shall be deemed to be given, on the
first business day following such Saturday, Sunday or bank holiday. Unless
otherwise specified herein, all references herein to a "day" or "days" shall
refer to calendar days and not business days. A "business day" shall mean any
day other than a Saturday, Sunday or bank holiday in Colorado or New
York.




6.9Entire
Agreement. This Agreement and the other Loan Documents and the attached
Schedules and Exhibits hereto constitute the entire agreement between the
parties with respect to the subject matter and supersede all prior negotiations
and understandings between the parties with regard thereto, whether written or
oral. No provision may be amended or waived except by mutual written agreement
between the parties.




6.10   
Assignment.
None of the All American Entities or the Mortgagors may assign any of their
rights or obligations under this Agreement or the Notes or any other Loan
Document without the prior written consent of TPSI. TPSI may assign this
Agreement, the Notes or any other Loan Document (other than the Supply
Agreement) and in such event shall give notice of any such assignment to the All
American Entities. This Agreement and the other Loan Documents inure to the
benefit of, and bind, the parties hereto and their respective successors and
permitted assigns.




6.11   
Counterparts
and Facsimile. This Agreement and the other Loan Documents may be
executed and delivered in any number of counterparts, each of which when
executed and delivered is an original, but all of which taken together
constitute one and the same instrument. A party's transmission by facsimile of a
copy of this Agreement duly executed by that party shall constitute effective
delivery by that party of an executed copy of this Agreement to the party
receiving the transmission. A party that has delivered this Agreement by
facsimile shall forthwith deliver an originally-executed copy to the other
party.




6.12   
Headings
and References. The division of this Agreement into sections and
subsections and the insertion of headings are for convenience of reference only
and shall not affect the construction or interpretation of this Agreement. The
terms "this Agreement," "hereof," "hereunder" and similar expressions refer to
this Agreement and not to any particular section, subsection or other portion
hereof and include any agreement supplemental hereto. Unless something in the
subject matter or context is inconsistent therewith, references herein to
"Sections" are to sections, subsections and further subdivisions of sections of
this Agreement.




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dateand year set forth
hereinabove.




TRANSMONTAIGNE
      PRODUCT SERVICES INC.By: /s/ Frederick W.
      BoutinFrederick W.
      Boutin,Senior Vice President
      and TreasurerALL AMERICAN PLAZAS,
      INC.By:/s/ Richard A.
      MitstiferRichard A.
      MitstiferPresidentALL AMERICAN
      PROPERTIES, INC.By:/s/ Frank
      NocitoFrank
      NocitoPresidentABLE ENERGY,
      INC.By:/s/ Gregory
      FrostGreogry
      FrostCEO





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CLARKS FERRY
      PROPERTIES, INC.By:/s/ Frank
      NocitoFrank
      NocitoPresidentFRYSTOWN ALL
      AMERICAN PROPERTIES, INC.By:/s/ Frank
      NocitoFrank
      NocitoPresidentENERGY MANAGEMENT
      & SUPPLY CORPORATIONBy:/s/ Frank
      NocitoFrank
      NocitoPresidentNOVA TEN REALTY
      CORP.By:/s/ Frank
      NocitoFrank
      NocitoPresident
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