exhibit1011.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      This
instrument and the rights and obligations evidenced hereby and any security
interests or other liens securing such obligations are subordinate in the manner
and to the extent set forth in that certain Subordination and Intercreditor
Agreement (the “Subordination
Agreement”) dated as of June __, 2008 among Black Forest International,
LLC, the “Companies” so identified therein, and Fourth Third LLC (“Agent”),
to the indebtedness (including interest) owed by the Companies, and the security
interests and liens securing such indebtedness, pursuant to and in connection
with that certain Amended and Restated Credit Agreement, dated as of June __,
2008, among the Agent, the lenders named therein and the Companies and the Loan
Documents referred to therein as such Credit Agreement and Loan Documents have
been and hereafter may be amended, supplemented or otherwise modified from time
to time and to indebtedness refinancing the indebtedness under that agreement as
contemplated by the Subordination Agreement; and each holder of this instrument,
by its acceptance hereof, irrevocably agrees to be bound by the provisions of
the Subordination Agreement.

       

      GUARANTY
AGREEMENT

       

      


       

      In
consideration of BLACK FOREST
INTERNATIONAL, LLC, having an office at c/o BCGU, LLC, 2038 Corte del
Nogal, Suite 110, Carlsbad, California 92011, (the “Beneficiary”) heretofore or
hereafter (1) extending or agreeing to extend any credit or other financial
accommodation to PNG VENTURES,
INC., a corporation organized under the law of  Nevada and
having an office at 3100 Knox Street, Suite 403, Dallas, Texas 75205, (“PNG”) or
(2) agreeing to any direct or indirect extension, renewal, refinancing or
other modification or replacement of or waiving or forbearing from exercising
any right, remedy or power relating to any obligation heretofore or hereafter
arising or accruing as a result of any such credit or other financial
accommodation, and for other valuable consideration, the receipt of which is
acknowledged, EACH UNDERSIGNED
PERSON, each of which is an entity and is organized under the law as
indicated in its signature block appearing at the end of this Agreement and has
an address for notice purposes at 3100 Knox Street, Suite 403, Dallas, Texas
75205, (individually a “Guarantor”) jointly with each other Guarantor and
severally agrees with the Beneficiary as follows:

       

      1.           DEFINITIONS.  In
this Agreement:

       

      a.           Claim.  “Claim”
means any claim, however asserted and whether now existing or hereafter arising
or accruing, for (i) the recovery of any money or Collateral heretofore or
hereafter received, applied or retained by the Beneficiary in payment or
satisfaction of any of the Obligations (including, but not limited to, any such
claim involving any allegation that any money constituted trust funds or that
the receipt, application or retention of any money or Collateral or the grant,
perfection or other creation or protection of any security interest in or other
lien on any Collateral constituted a preference or fraudulent conveyance or
transfer) or (ii) whether or not correctly or legally imposed, any tax,
assessment, fee, charge, interest, fine or penalty imposed by any government,
political subdivision or other taxing authority, or any deduction or withholding
for any such tax, assessment, fee, charge, interest, fine or penalty required,
as a result of the execution, delivery to the Beneficiary or

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      performance
by any Guarantor of, any filing or registration of or with respect to, or any
payment made pursuant to, this Agreement or otherwise in connection with this
Agreement other than any income or franchise tax imposed on the Beneficiary by
any government, political subdivision or other taxing authority in the
jurisdiction in which the Beneficiary is organized or has its chief executive
office or any interest, fine or penalty relating to any such income or franchise
tax.

       

      b.           Collateral.  “Collateral”
means, other than any guaranty pursuant to Section 2 of this Agreement, any
collateral, subordination, guaranty, endorsement or other security or assurance
of payment, whether now existing or hereafter arising or accruing, that now or
hereafter secures the payment of or is otherwise applicable to any of the
Obligations or any obligation of any Guarantor pursuant to this
Agreement.

       

      c.           Obligations.  The
“Obligations” means collectively, whether now existing or hereafter arising or
accruing and whether or not arising or accrued subsequent to any commencement of
or made, proved, voted or allowed as a claim in any case or other proceeding
pursuant to any bankruptcy, insolvency or similar statute, all obligations to
the Beneficiary, or any direct or indirect successor or assignee of the
Beneficiary, for the payment of any principal, interest, fee, charge, cost,
expense or other amount heretofore or hereafter arising or accruing as a result
of or pursuant to (i) a 12% Subordinated Secured Convertible Promissory Note,
dated June 3, 2008, issued by PNG to the Beneficiary in the original principal
amount of $626,250 or (ii) any direct or
indirect extension, renewal, increase, refinancing or other modification or
replacement of such Promissory Note.

       

      d.           Other
Obligor.  “Other Obligor” means, other than any Guarantor and
PNG, any Person who or that is now or hereafter liable, whether directly or
indirectly or absolutely or contingently, for the payment of any of the
Obligations.

       

      e.           Person. “Person” means
(i) any individual, corporation, partnership, limited liability company,
joint venture, trust, unincorporated association, government, political
subdivision or other taxing authority, (ii) any court, agency or other
governmental body or (iii) any other entity, body, organization or
group.

       

      2.           GUARANTY.  Each
Guarantor guarantees, without any setoff or other deduction, the payment when
due, whether by acceleration or lapse of time or otherwise, of the
Obligations.  Any such payment of any portion of the Obligations shall
be made in lawful money of the jurisdiction in which such portion is payable and
in immediately available funds.  Such guaranty is a continuing,
absolute and unconditional guaranty and a guaranty of payment rather than
collection.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      3.           REINSTATEMENT OF
OBLIGATIONS.  Each portion of the Obligations heretofore or
hereafter paid or satisfied by any money or Collateral heretofore or hereafter
received, applied or retained by the Beneficiary and later recovered from the
Beneficiary as a result of any Claim shall be reinstated as part of the
Obligations for purposes of this Agreement as of the date it originally arose or
accrued.

       

      4.           EXPENSES.  Each
Guarantor shall pay to the Beneficiary on demand each cost and expense
(including, but not limited to, if the Beneficiary retains counsel for advice,
litigation or any other purpose, reasonable attorneys’ fees and disbursements)
hereafter incurred by the Beneficiary in endeavoring to enforce any obligation
of any Guarantor pursuant to this Agreement or preserve or exercise any right,
remedy or power of the Beneficiary pursuant to this Agreement or arising or
accruing as a result of this Agreement.

       

      5.           POSTPONEMENT OF RIGHT OF SUBROGATION
AND SIMILAR RIGHTS.  Until  the final and indefeasible
payment in full of (a) the Obligations, and (b) each cost and expense that
each Guarantor is obligated to pay pursuant to Section 4 of this Agreement,
no Guarantor shall exercise, commence or prosecute any action or other legal
proceeding relating to or otherwise enforce, or attempt or agree or otherwise
incur any obligation to exercise, commence or prosecute any action or other
legal proceeding relating to or otherwise enforce, whether now existing or
hereafter arising or accruing, any right of subrogation, indemnification,
reimbursement or contribution, or any similar right, against PNG, any other
Guarantor or any Other Obligor in connection with this Agreement or any of the
Obligations (including, but not limited to, pursuant to any agreement,
instrument or other document providing any Collateral).

       

      6.           TERMINATION.  This
Agreement shall remain in full force and effect until and shall terminate only
upon the final and indefeasible payment in full of (a) the Obligations and
(b) each cost and expense that each Guarantor is obligated to pay pursuant to
Section 4 of this Agreement.

       

      7.           OBLIGATIONS IMMEDIATELY
DUE.  All of the Obligations remaining unpaid shall, in the
sole discretion of the Beneficiary and without any notice, demand, presentment
or protest of any kind (each of which is knowingly, voluntarily, intentionally
and irrevocably waived by each Guarantor) become immediately due from each
Guarantor if (a) any Guarantor is dissolved, ceases to exist, participates or
agrees to participate in any merger, consolidation or other absorption, assigns
or otherwise transfers all or substantially all of its assets, makes any bulk
sale, sends any notice of any intended bulk sale, becomes incompetent or
insolvent (however evidenced), generally fails to pay its debts as they become
due, fails to pay, withhold or collect any tax as required by applicable law,
suspends

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      or ceases
its present business or has entered, served, filed or recorded against it or any
of its assets any judgment or order of any court, agency or other governmental
body or any lien not in favor of the Beneficiary or consented to in writing by
the Beneficiary, (b) any representation or warranty made in this Agreement or
any other representation or warranty heretofore or hereafter made, or any
financial statement heretofore or hereafter provided, to the Beneficiary by or
on behalf of any Guarantor proves, as of the date thereof, to have been
incorrect or misleading in any material respect or before the execution and
delivery to the Beneficiary by any Guarantor of this Agreement there occurred
and was not disclosed to the Beneficiary any material adverse change in any
information disclosed in any such representation or warranty heretofore so made
or any financial statement heretofore so provided or (c) any “Event of Default”
has occurred or exists under that certain General Security Agreement, dated as
of the date hereof, made by PNG and each Guarantor in favor of the Beneficiary,
as amended, supplemented or otherwise modified from time to time.  All
of the Obligations remaining unpaid or unperformed shall automatically, without
any notice, demand, presentment or protest of any kind (each of which is
knowingly, voluntarily, intentionally and irrevocably waived by each Guarantor),
become immediately due from each Guarantor if any Guarantor has any receiver,
trustee, custodian or similar Person for it or any of its assets appointed
(whether with or without its consent), makes any assignment for the benefit of
creditors or commences or has commenced against it any case or other proceeding
pursuant to any bankruptcy, insolvency or similar statute or any formal or
informal proceeding for the dissolution, liquidation or winding up of its
affairs or the settlement of claims against it.

       

      8.           REPRESENTATIONS AND
WARRANTIES.  Each Guarantor represents and warrants to the
Beneficiary that (a) the execution, delivery to the Beneficiary and performance
of this Agreement by such Guarantor (i) do not and will not violate
applicable law, any judgment or order of any court, agency or other governmental
body by which such Guarantor is bound or any certificate or articles of
incorporation, formation or organization, by-laws, limited liability company,
operating or partnership agreement or other charter, organizational or other
governing document of such Guarantor or any resolution or other action of record
of any shareholders, members, directors or managers of such Guarantor,
(ii) do not and will not violate or constitute any default under any
agreement, instrument or other document by which such Guarantor is bound,
(iii) are and will be in furtherance of the purposes and within the power
and authority of such Guarantor and (iv) do not and will not require any
authorization of, notice to or other act by or relating to any Person
(including, but not limited to, any shareholder, member, director or manager of
such Guarantor) that has not been duly obtained, given or done and is not in
full force and effect and (b) this Agreement is enforceable in accordance with
its terms against such Guarantor.

       

      9.           CERTAIN
CONSENTS AND WAIVERS.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      a.           Consents.  Except to
the extent expressly provided in this Agreement, this Agreement shall not be
modified or terminated, no obligation of any Guarantor pursuant to this
Agreement and no right, remedy or power of the Beneficiary pursuant to this
Agreement or arising or accruing as a result of this Agreement shall be impaired
or otherwise adversely affected, and no such right, remedy or power shall be
waived, by any act, omission or other thing, whether heretofore occurred or
hereafter occurring.  Each Guarantor knowingly, voluntarily,
intentionally and irrevocably consents, without any notice, to each act,
omission and other thing, whether heretofore occurred or hereafter occurring,
that would or might, but for such consent, modify or terminate this Agreement,
impair or otherwise adversely affect any such obligation, right, remedy or power
or operate as a waiver of any such right, remedy or power.  Without
limiting the generality of the preceding two sentences, this Agreement shall not
be modified or terminated, no such obligation, right, remedy or power shall be
impaired or otherwise adversely affected by, no such right, remedy or power
shall be waived by, and such consent shall apply to, whether heretofore occurred
or hereafter occurring, (i) any direct or indirect extension, renewal,
refinancing or other modification or replacement of, or any assignment or other
transfer, compromise, cancellation, release, discharge, invalidity, impairment,
unenforceability, repudiation, revocation or change in any term or condition of,
defense or effect of any statute of limitations with respect to or grant of any
participation in, any of the Obligations or any other obligation of any
Guarantor, PNG or any Other Obligor or other Person, (ii) any acceptance of
any other Guarantor or any Other Obligor or other Person, (iii) any taking,
increase or decrease in value, impairment, unenforceability, repudiation,
revocation or release of, collection or sale, lease or other disposition of or
other realization upon or failure or delaying to call for, take any property as,
hold, preserve, protect, insure or collect, sell, lease or otherwise dispose of
or otherwise realize upon any Collateral, (iv) any failure or delaying to
perfect, keep perfected or maintain the priority of any security interest in or
other lien on any Collateral, (v) any exercise or waiver of, failure or
delaying to exercise, forbearance from exercising or failure to give any notice
prior to exercising any right, remedy or power of the Beneficiary or any other
Person, whether relating to any of the Obligations or any Collateral, against
any Guarantor, PNG or any Other Obligor or other Person or otherwise,
(vi) any incapacity, death or disability of or case or other proceeding
pursuant to any bankruptcy, insolvency or similar statute with respect to any
Guarantor, PNG or any Other Obligor or other Person or any election, loan or
other extension of credit or taking of any collateral,

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      subordination,
guaranty, endorsement or other security or assurance of payment in any such case
or other legal proceeding (including, but not limited to, pursuant to 11 U.S.C.
§1111(b) or 364), (vii) any failure of the Beneficiary or any other Person
to make, prove or vote any claim relating to any of the Obligations or any
Collateral, or any failure of any such claim to be allowed, in any case or other
proceeding pursuant to any bankruptcy, insolvency or similar statute,
(viii) the Obligations being at any time or from time to time paid in full
or reduced and then increased or exceeding any amount, (ix) any refusal or
other failure of the Beneficiary or any other Person to grant any or any
additional credit or other financial accommodation to any Guarantor, PNG or any
Other Obligor or other Person or provide to any Guarantor any or complete and
accurate information relating to PNG, any other Guarantor or any Other Obligor
or other Person or the business, operations, assets, affairs or condition
(financial or other) of PNG, any other Guarantor or any Other Obligor or other
Person, regardless of whether such information relates to any fact that
increases the scope of the risk undertaken by any Guarantor pursuant to this
Agreement or is unknown to any Guarantor, (x) any notice to the Beneficiary
or any other Person from any Guarantor, PNG any Other Obligor or other Person
not to grant any or any additional credit or other financial accommodation to
PNG or to take or not to take any other action, (xi) the acceptance by the
Beneficiary or any other Person of any agreement, instrument or other document
intended by any Guarantor, PNG or any Other Obligor or other Person but not by
the Beneficiary to create an accord and satisfaction with respect to any of the
Obligations or any other obligation of any Guarantor, PNG or any Other Obligor
or other Person, (xii) any action taken or not taken by the Beneficiary or
any other Person that increases the scope of the risk undertaken by any
Guarantor pursuant to this Agreement (including, but not limited to, any
negligent servicing of any credit or other financial accommodation to PNG),
(xiii) the manner or order of any collection or sale, lease or other disposition
of or other realization upon any Collateral, (xiv) the manner or order of
application of any money applied in payment of any of the Obligations,
(xv) any change in the ownership, membership, location, business, name,
identity or structure of any Guarantor, PNG or any Other Obligor or other Person
or (xvi) the execution and delivery to the Beneficiary by any Guarantor,
PNG or any Other Obligor or other Person of any agreement, instrument or other
document providing any Collateral.

       

      b.           Waivers.  Each
Guarantor knowingly, voluntarily, intentionally and irrevocably waives, without
any notice, each act and other thing upon which, but for such waiver, any
obligation of such Guarantor pursuant to this Agreement or any right, remedy or
power of the Beneficiary

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      pursuant
to this Agreement or arising or accruing as a result of this Agreement would or
might be conditioned.  Without limiting the generality of the
preceding sentence, no such obligation, right, remedy or power shall be
conditioned upon, and such waiver shall apply to, (i) the acceptance of
this Agreement by the Beneficiary or any lack or other insufficiency of
consideration for this Agreement, (ii) any demand upon or presentment or
protest to any Guarantor, PNG or any Other Obligor or other Person (including,
but not limited to, any such demand for the payment of any of the Obligations),
(iii) any exercise of any right, remedy or power of the Beneficiary or any
other Person, whether  relating to any of the Obligations or any
Collateral, against any Guarantor, PNG any Other Obligor or other Person or
otherwise, (iv) any notice to any Guarantor, PNG or any Other Obligor or
other Person of the acceptance of this Agreement by the Beneficiary, any
incurring or nonpayment of any of the Obligations, any occurrence or existence
of any event or condition of default relating to any of the Obligations or any
Collateral, any demand for the payment or acceleration of the maturity of any of
the Obligations, any decrease in the value of any Collateral, any exercise of
any right, remedy or power of the Beneficiary or any other Person, whether
relating to any of the Obligations or any Collateral, against any Guarantor, PNG
or any Other Obligor or other Person or otherwise, any action taken or not taken
by the Beneficiary or any other Person or any other matter, (v) any defense or
benefit that would or might, but for such waiver, be available to any Guarantor
as a surety (including, but not limited to, any defense based upon the principle
that the obligation of a surety may not exceed or otherwise be more burdensome
than that of any Person for whom or which such surety acts as a surety), as a
result of any right of setoff, as a result of the application of any
anti-deficiency statute, single form of action rule, statute or rule relating to
the marshalling of collateral or similar statute or rule or as a result of any
election of any right, remedy or power by the Beneficiary or any other Person
that would or might impair or otherwise adversely affect any right of
subrogation, reimbursement, indemnification or contribution, or any similar
right, against PNG, any other Guarantor or any Other Obligor in connection with
this Agreement or any of the Obligations or (vi) any right to terminate this
Agreement except as provided in Section 6 of this Agreement.

       

      10.           NOTICES AND OTHER
COMMUNICATIONS.  Each notice and other communication by the
Beneficiary to any Guarantor or by any Guarantor to the Beneficiary relating to
this Agreement (a) shall be given in writing, (b) shall be directed to the
intended recipient at the address of such intended recipient shown at the
beginning of this Agreement (or as updated pursuant to a notice given in
accordance with this Section 10) and (c)  shall be deemed to have been
given when deposited in the mail, first-class or certified postage prepaid, or
accepted by any post office or overnight courier service for delivery and to
have been received by the intended recipient upon the earlier of (i) the actual
receipt thereof or (ii) three days after being so deposited or
accepted.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      11.           MISCELLANEOUS.

       

      a.           Limitation on
Guaranty.  If the guaranty by any Guarantor pursuant to Section
2 of this Agreement of the payment of the Obligations is sought to be voided or
otherwise rendered unenforceable in any case or other proceeding pursuant to any
bankruptcy, insolvency or similar statute or otherwise, the payment of the
Obligations shall not be guaranteed pursuant to such guaranty to the extent of
any amount in excess of the maximum amount that can be so guaranteed without
rendering such guaranty unenforceable under applicable law as a fraudulent
conveyance or transfer.

       

      b.           Liability;
Interpretation.  If more than one Person executes this
Agreement, (i) each of them shall be jointly and severally liable pursuant to
this Agreement, (ii) each of them shall be liable pursuant to this Agreement as
though each of them had executed and delivered to the Beneficiary a separate
agreement identical to this Agreement, and (iii) this Agreement shall be
construed, interpreted and enforced, whether in any action or other legal
proceeding or otherwise, as to each of them as though each of them had executed
and delivered to the Beneficiary a separate agreement identical to this
Agreement.

       

      c.           Effect on Other Agreements,
Instruments and Other Documents.  The execution, delivery to
the Beneficiary and performance of this Agreement by any Guarantor shall not
modify or terminate any other agreement, instrument or other document
(including, but not limited to, any agreement, instrument or other document
providing any Collateral) by which any Guarantor, PNG or any Other Obligor or
other Person is bound or impair or otherwise adversely affect any obligation of
any Guarantor, PNG or any Other Obligor or other Person pursuant to any such
other agreement, instrument or other document.

       

      d.           Assignment or Grant of
Participation.  In conjunction with any assignment or other
transfer of or grant of any participation in any of the Obligations by the
Beneficiary, the Beneficiary shall have the right to assign or otherwise
transfer or grant any participation in this Agreement, any obligation of any
Guarantor pursuant to this Agreement or any right, remedy or power of the
Beneficiary pursuant to this Agreement or arising or accruing as a result of
this Agreement.

       

      e.           Foreign
Currency.  Any obligation of any Guarantor to make any payment
pursuant to this Agreement in lawful currency of any jurisdiction shall,
notwithstanding any judgment therefor in lawful currency of any other
jurisdiction, be discharged by a payment to the Beneficiary on account of such
judgment in lawful currency of such other jurisdiction only to the extent that
on the first business day of the Beneficiary following the date of receipt by
the Beneficiary of such

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      payment
the Beneficiary is able, in accordance with normal banking procedures, to
purchase lawful currency of such jurisdiction with the amount of lawful currency
of such other jurisdiction so paid.  If the amount of lawful currency
of such jurisdiction that may be so purchased is less than the amount due in
such currency, each Guarantor shall, as an obligation separate from and
independent of any other obligation of such Guarantor pursuant to this
Agreement, indemnify the Beneficiary on demand against such deficiency and remit
to the Beneficiary on demand the amount of such currency equal to the amount of
such deficiency.

       

      f.           Deduction or
Withholding.  Any payment pursuant to this Agreement made by
any Guarantor shall be made without any setoff or counterclaim and free and
clear of and without any deduction or withholding for any tax, assessment, fee,
charge, fine or penalty imposed by any government, political subdivision or
other taxing authority; provided, however, that, if such deduction or
withholding is required by applicable law, (i) such payment shall include such
additional amount as is necessary to result in the net amount of such payment
after such deduction or withholding not being less than the amount of such
payment without such deduction or withholding, (ii) such Guarantor shall make
such deduction or withholding and (iii) such Guarantor shall pay the amount of
such deduction or withholding as required by applicable law.

       

      g.           Binding
Effect.  This Agreement shall be binding upon each Guarantor
and each direct or indirect legal representative, successor and assignee of such
Guarantor and shall inure to the benefit of and be enforceable by the
Beneficiary and each direct or indirect successor and assignee of the
Beneficiary.

       

      h.           Entire Agreement, Modifications and
Waivers.  This Agreement contains the entire agreement between
the Beneficiary and each Guarantor with respect to the subject matter of this
Agreement and supersedes each action heretofore taken or not taken, each course
of conduct heretofore pursued, accepted or acquiesced in, and each oral, written
or other agreement and representation heretofore made, by or on behalf of the
Beneficiary with respect thereto.  No action heretofore or hereafter
taken or not taken, no course of conduct heretofore or hereafter pursued,
accepted or acquiesced in, no oral, written or other agreement or representation
heretofore made, and no agreement or representation hereafter made other than in
writing, by or on behalf of the Beneficiary shall modify or terminate this
Agreement, impair or otherwise adversely affect any obligation of any Guarantor
pursuant to this Agreement or any right, remedy or power of the Beneficiary
pursuant to this Agreement or arising or accruing as a result of this Agreement
or operate as a waiver of any such right, remedy or power.  No
modification of this Agreement or waiver of any such right, remedy or power
shall be effective unless

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      made in a
writing duly executed by the Beneficiary and specifically referring to such
modification or waiver.

       

      i.           Rights, Remedies and Powers
Cumulative. All rights, remedies and powers of the Beneficiary pursuant
to this Agreement or arising or accruing as a result of this Agreement shall be
cumulative, and no such right, remedy or power shall be exclusive of any other
such right, remedy or power.

       

      j.           Extent of Consents and
Waivers.  Each consent and waiver of any Guarantor contained in
this Agreement shall be deemed to have been given to the extent permitted by
applicable law.

       

      k.           Exercise of Rights, Remedies and
Powers; Requests.  Except as expressly provided in this
Agreement, each right, remedy and power of the Beneficiary pursuant to this
Agreement or arising or accruing as a result of this Agreement may be exercised
(i) at any time and from time to time, (ii) in the sole discretion of the
Beneficiary, (iii) without any notice or demand of any kind and (iv) whether or
not any event or condition of default relating to any of the Obligations or any
Collateral has occurred or existed, but the Beneficiary shall not be obligated
to exercise any such right, remedy or power.  Each such right, remedy
or power may be exercised only to the extent that the exercise thereof does not
violate applicable law.

       

      l.           Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law.  If, however, any
such provision shall be prohibited by or invalid under such law, it shall be
deemed modified to conform to the minimum requirements of such law, or, if for
any reason it is not deemed so modified, it shall be prohibited or invalid only
to the extent of such prohibition or invalidity without the remainder thereof or
any other such provision being prohibited or invalid.

       

      m.           Certain Rules of
Construction.  For purposes of this Agreement, except as the
context may otherwise clearly require, (a) any gender includes any other gender,
(b) “all” includes “any” and “any” includes “all” and (c) “or” is not
exclusive.

       

      n.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      o.           Governing Law.  This
Agreement shall be governed by and construed, interpreted and enforced in
accordance with the law of the State of New York  and, to the
extent applicable, the federal law of the United States, without regard to the
law of any other jurisdiction.

       

      p.           Headings.  In this
Agreement, headings of sections are for convenience of reference only and have
no substantive effect.

       

      12.           CONSENTS
AND WAIVERS RELATING TO LEGAL PROCEEDINGS.

       

      a.           JURISDICTIONAL
CONSENTS AND WAIVERS. EACH GUARANTOR KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND
IRREVOCABLY (i) CONSENTS IN EACH ACTION AND OTHER LEGAL PROCEEDING
COMMENCED BY THE BENEFICIARY AND ARISING OUT OF OR OTHERWISE RELATING TO THIS
AGREEMENT, ANY OF THE OBLIGATIONS OR ANY COLLATERAL TO THE NONEXCLUSIVE PERSONAL
JURISDICTION OF ANY COURT THAT IS EITHER A COURT OF RECORD OF THE STATE OF NEW
YORK OR A COURT OF THE UNITED STATES LOCATED IN THE STATE OF NEW YORK, (ii)
WAIVES EACH OBJECTION TO THE LAYING OF VENUE OF ANY SUCH ACTION OR OTHER LEGAL
PROCEEDING, (iii) WAIVES PERSONAL SERVICE OF PROCESS IN EACH SUCH ACTION
AND OTHER LEGAL PROCEEDING, (iv) CONSENTS TO THE MAKING OF SERVICE OF PROCESS IN
EACH SUCH ACTION AND OTHER LEGAL PROCEEDING BY REGISTERED MAIL DIRECTED TO SUCH
GUARANTOR AT THE ADDRESS OF SUCH GUARANTOR SHOWN IN OR UPDATED PURSUANT TO THIS
AGREEMENT, WITH SUCH SERVICE OF PROCESS TO BE DEEMED COMPLETED FIVE DAYS AFTER
THE MAILING THEREOF, (v) WAIVES IN EACH SUCH ACTION AND OTHER LEGAL PROCEEDING
EACH RIGHT TO ASSERT ANY NONMANDATORY COUNTERCLAIM, ANY SETOFF OR OTHER
DEDUCTION OR ANY DEFENSE BASED UPON ANY STATUTE OF LIMITATIONS OR CLAIM OF
LACHES, (vi) WAIVES EACH RIGHT TO ATTACK ANY FINAL JUDGMENT THAT IS OBTAINED AS
A RESULT OF ANY SUCH ACTION OR OTHER LEGAL PROCEEDING
AND  (vii) CONSENTS TO EACH FINAL JUDGMENT THAT IS OBTAINED AS A
RESULT OF ANY SUCH ACTION OR OTHER LEGAL PROCEEDING BEING SUED UPON IN ANY COURT
HAVING JURISDICTION WITH RESPECT THERETO AND ENFORCED IN THE JURISDICTION IN
WHICH SUCH COURT IS LOCATED AS IF ISSUED BY SUCH COURT.

       

      b.           WAIVER
OF TRIAL BY JURY.  EACH GUARANTOR (i) KNOWINGLY, VOLUNTARILY,
INTENTIONALLY AND IRREVOCABLY WAIVES EACH

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      RIGHT
SUCH GUARANTOR MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR OTHER
LEGAL PROCEEDING, WHETHER BASED ON ANY CONTRACT OR NEGLIGENT, INTENTIONAL OR
OTHER TORT OR OTHERWISE, ARISING OUT OF OR OTHERWISE RELATING TO (A) THIS
AGREEMENT, ANY OF THE OBLIGATIONS OR ANY COLLATERAL, (B) ANY TRANSACTION ARISING
OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY OF THE OBLIGATIONS OR ANY
COLLATERAL OR (C) ANY NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF
THIS AGREEMENT, ANY OF THE OBLIGATIONS OR ANY COLLATERAL AND (ii) CERTIFIES THAT
NEITHER THE BENEFICIARY  NOR ANY REPRESENTATIVE OF THE BENEFICIARY HAS
REPRESENTED TO SUCH GUARANTOR THAT THE BENEFICIARY WILL NOT SEEK TO ENFORCE THE
WAIVER MADE BY SUCH GUARANTOR IN THIS SECTION 12b.

       

      


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      Dated:  As
of June __, 2008

      


      APPLIED
LNG TECHNOLOGIES

      USA, L.L.C., a Delaware limited
liability

      company

      


      By: New
Earth LNG, LLC, a Delaware

      limited
liability company, its sole

      member

      


      By: /s/ Kevin Markey 

      Name:  Kevin
Markey

      Title:    President

      


      FLEET STAR, INC., a
Delaware

      corporation

      


      By: /s/ Dennis G. McLaughlin,
III 

      Name:  Dennis
G. McLaughlin, III

      Title:    Chief
Executive Officer

      


      


      EARTH LEASING, INC., a
Texas

      corporation

      


      By: /s/ Dennis G. McLaughlin,
III

      Name:  Dennis
G. McLaughlin, III

      Title:    Chief
Executive Officer

      


      


      ARIZONA LNG, L.L.C.,
a

      Nevada
limited liability company

      


      By: New
Earth LNG, LLC, a Delaware

      limited
liability company, its sole

      member

      


      By: /s/ Kevin
Markey

      Name:  Kevin
Markey

      Title:    President

      


      


      NEW EARTH LNG, LLC,
a

      Delaware
limited liability company

      


      By: /s/ Kevin
Markey

      Name:
Kevin Markey

      Title:   President