Exhibit
        10.1


    

     

     

    RIVIERA
      INVESTMENTS, INC.

    1138
      Hartzell Street

    Pacific
      Palisades, CA 90272

    


    


    


    November
      13, 2008

    


    


    Rubber
      Research Elastomerics, Inc.

    4500
      Main
      Street NE

    Fridley,
      MN 55421

    Attention:
      Mr. Michael Nugent, Chairman of the Board of Directors

    


    Ladies
      and Gentlemen:

    


    RIVIERA
      INVESTMENTS, INC.,
      a
      California corporation (the “Lender”) is pleased to advise RUBBER
      RESEARCH ELASTOMERICS, INC.,
      a
      Minnesota corporation (the “Borrower”), that the Lender, subject to the terms
      hereof agrees to extend to the Borrower a loan (the “Loan”) in the amount of
      Four Hundred Thousand and No/100ths Dollars ($400,000.00) (the “Maximum
      Amount”), Three Hundred Thousand and No/100ths dollars due within 5 business
      days of the above agreement date and One Hundred Thousand and No/100th
      dollars
      due within 6 months of the above agreement date to be used to for the purposes
      described on Exhibit
      A
      attached
      hereto, subject to the following terms and conditions:

    


    (a) Documents;
      etc.
      The
      Borrower has delivered, or will deliver, to the Lender before the Loan is made,
      the following documents (this Agreement together with each of the following
      defined documents and each other instrument, document, guaranty, mortgage,
      deed
      of trust, chattel mortgage, pledge, power of attorney, consent, assignment,
      contract, notice, security agreement, lease, financing statement, patent,
      trademark or copyright registration, subordination agreement, trust account
      agreement, or other agreement executed and delivered by Borrower with respect
      to
      this Agreement or to create or perfect any security interest in any collateral
      securing the payment of the Loan (collectively the “Collateral) (in each case as
      originally executed and as amended, modified or supplemented from time to time)
      being sometimes hereinafter referred to collectively as the “Loan Documents” and
      individually as a “Loan Document”) and other items, all containing or to contain
      provisions acceptable to the Lender and its counsel:

     

    (b) a
      demand
      note, dated as of even date herewith, in the amount of the Loan in the form
      provided by Lender (such demand note together with each renewal,

     

    
      
         

      

      
         

        
          

        

      

      
        
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    replacement
      or substitute note therefore being the “Demand Note” or the “Note”) made payable
      by the Borrower to the order of the Lender in the form provided by the Lender
      and duly executed by the Borrower;

     

    (c) Uniform
      Commercial Code searches from the filing offices in all states required by
      the
      Lender which reflect that no other Person holds a prior security interest in
      the
      assets of the Borrower except as permitted by Section 8(a);

     

    (d) Certified
      Bylaws and Articles of Incorporation of Borrower;

     

    (e) Resolutions
      of the Board of Directors of Borrower authorizing the execution, delivery and
      performance of the Loan Documents to which Borrower is a party;

     

    (f) a
      certificate by the secretary or assistant secretary of Borrower certifying
      the
      names of the officers of Borrower authorized to sign the Loan Documents to
      which
      Borrower is a party on behalf of Borrower together with a sample of the true
      signatures of such officers;

     

    (g) Evidence
      of Good Standing for Borrower of recent date issued by the Secretary of State
      of
      the State of Minnesota;

     

    (h) a
      Security Agreement (the “Security Agreement”) in the form provided by the
      Lender, duly executed by Borrower;

     

    (i) evidence
      of insurance required by any Loan Document; 

     

    (j) a
      deposit
      account control agreement with regards to the depository account (which shall
      be
      maintained with Northern Trust or such other domestic bank acceptable to the
      Lender in its sole discretion (the “Depository Bank”)) into which Disbursements
      will be funded (the “Disbursing Account”), in the form provided by Lender, duly
      executed by the Borrower and by the Depository Bank;

     

    (k) such
      other approvals, certificates, opinions or documents as the Lender may
      reasonably request.

     

    2. The
      Loan.

    
       

      
        
           

        

        
           

          
            

          

        

        
          
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    (a) Loan.
      The
      Lender has agreed, on the terms and conditions stated herein, to make the Loan
      available to the Borrower in one or more disbursements (each a “Disbursement”
and collectively, the “Disbursements”) from time to time on any business day
      during the period from the date hereof and ending on the earlier of (i) the
      date
      on which Lender delivers a Demand Notice to Borrower or (ii) October 15, 2009,
      2009; provided, however, that in any event the Lender shall not be required
      to
      make any Disbursement if, after giving effect to such Disbursement, the
      outstanding principal amount of the Loan would exceed the Maximum Amount. Within
      the limits set forth above, the Borrower may obtain Disbursements from the
      Lender pursuant to this Section. Each Disbursement shall be in the minimum
      amount of the lesser of (a) $50,000; or (b) the remaining undisbursed portion
      of
      the Loan.

     

    (b) Note.
      The
      Loan shall be evidenced by, and be payable in accordance with the terms of,
      the
      Note. The Lender shall maintain records of the amount of each payment under
      the
      Loan and of the amount of all payments on the Note. The aggregate outstanding
      principal amount under the Note set forth on the records of the Lender shall
      be
      rebuttable presumptive evidence of the principal amount owing and unpaid on
      Note. 

     

    (c) Interest
      on the Loan.
      The
      Borrower agrees to pay interest on the outstanding principal amount of the
      Loan
      from the date of the Loan until the Loan is paid at the rates and at the times
      specified in the Note.

     

    (d) Borrowing
      Procedures and Conditions Precedent for all Disbursements.
      

     

    (i) Notice.
      The
      Borrower shall give telephonic notice (promptly confirmed in writing by the
      Borrower if requested by the Lender) to the Lender of each requested
      Disbursement by not later than 11:00 a.m. (Minneapolis time) on the business
      day
      that is two days prior to the date on which such requested Disbursement is
      to be
      made. Each such request shall be accompanied by a detailed description of the
      costs being financed with such Disbursement and such other items as the Lender
      may, in its sole discretion request. So long as the conditions precedent to
      such
      extension of credit set forth in this Section and/or Section 5 are satisfied
      as
      of the date of such request, the Lender shall make such Disbursement by
      transferring the amount thereof in immediately available funds for credit to
      the
      Disbursing Account.

     

    (ii) Conditions
      Precedent.
      Each
      request for a Disbursement shall be deemed a representation and warranty that
      all conditions precedent to such credit extension under Section 5 are satisfied
      as of the date of such request and as of the date of such
      extension.

    
       

      
        
           

        

        
           

          
            

          

        

        
          
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    3. Payments.
      Any
      other provision of this Agreement to the contrary notwithstanding, the Borrower
      shall make all payments of interest on and principal of the Loan and all
      payments to the Lender with respect to payment of other fees, costs and expenses
      payable under any Loan Document in immediately available funds to the Lender
      at
      its address for notices hereunder without setoff or counterclaim. Each payment
      received by the Lender may be applied to the Borrower’s obligations to the
      Lender under this Agreement or any other Loan Document in such order of
      application as the Lender, in its sole discretion may elect.

     

    4. Set-off,
      Etc.
      Upon
      the occurrence and during the continuance of an Event of Default, the Lender
      and
      each of its affiliates, may offset any and all balances, credits, deposits
      (general or special, time or demand, provisional or final), accounts or monies
      of the Borrower then or thereafter with the Lender or such affiliate, or any
      obligations of the Lender or such affiliate to the Borrower, against the
      obligations of the Borrower arising under this Agreement or any other Loan
      Document. The Borrower hereby grants to the Lender and each of its affiliates
      a
      security interest in all such balances, credits, deposits, accounts or monies.
      

     

    5. Conditions
      Precedent to All Credit Extensions.
      The
      obligation of the Lender to extend any credit to the Borrower shall be subject
      to the satisfaction of each of the following conditions, unless waived in
      writing by the Lender:

     

    (a) The
      representations and warranties set forth in Section 6 shall be true and
      correct on the date of the requested credit extension and after giving effect
      thereto; and

     

    (b) No
      Event
      of Default or event which, with notice and/or lapse of time, would constitute
      an
      Event of Default (such event being a “Default”) shall have occurred and be
      continuing on the date of the requested credit extension or after giving effect
      thereto.

    
       

    

    6. Representations
      and Warranties.
      To
      induce the Lender to extend credit hereunder, the Borrower represents and
      warrants that:

     

    (a) The
      Borrower is a corporation, validly organized, existing and in good standing
      under the laws of the state of Minnesota, has full power and authority to own
      its property and conduct its business substantially as presently conducted
      by it
      and is duly qualified to do business and is in good standing in each
      jurisdiction where the nature of its business makes such qualification necessary
      and where the failure to so qualify would materially adversely affect Borrower’s
      condition (financial or otherwise), business, properties or assets;


     

    (b) Borrower
      has full power and authority to enter into and to perform its obligations under
      the Loan Documents;

     

    
      
        
           

        

        
           

          
            

          

        

        
          
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          (c) the
            Loan
            Documents constitute the legal, valid, and binding obligations of Borrower
            and
            are enforceable against Borrower in accordance with their respective
            terms
            subject only to bankruptcy, insolvency, reorganization, moratorium or
            similar
            laws at the time in effect affecting the enforceability of rights of
            creditors
            generally and by general equitable principles which may limit the right
            to
            obtain equitable remedies;

           

        

      

    

    (d) Borrower’s
      execution, delivery and performance of the Loan Documents to which Borrower
      is a
      party have been duly authorized by all necessary corporate action, do not
      require the consent or approval of any Person which has not been obtained,
      and
      do not conflict with any agreement binding upon Borrower or any of Borrower’s
      property;

     

    (e) other
      than any litigation described on Schedule 6(e) attached hereto, there is no
      litigation, bankruptcy proceeding, arbitration or governmental proceeding
      pending against any Borrower or affecting the business, property or operations
      of Borrower which, if determined adversely to Borrower, would have a material
      adverse effect on the condition (financial or otherwise), the business, property
      or operations of Borrower; 

     

    (f) neither
      the Borrower nor any member of a group which is under common control with the
      Borrower (the Borrower’s “ERISA Affiliates”) has maintained, established,
      sponsored or contributed to any employee benefit plan which is a defined benefit
      plan (“Plan”) covered by Title IV of the Employee Retirement Income
      Security Act of 1974 and the rules and regulations thereunder
      (“ERISA”);

     

    (g) (i)
      the
      proceeds of the Loan shall be used solely for the purposes enumerated on
Exhibit
      A
      and (ii)
      no part of the proceeds of the Loan will be used by the Borrower for any purpose
      which violates, or which is inconsistent with, any regulations promulgated
      by
      the Board of Directors of the Federal Reserve System; 

     

    (h) (i) the
      Borrower is in compliance in all material respects with all federal, state
      and
      local laws, rules and regulations applicable to it including, without
      limitation, all pollution control and environmental regulations in each
      jurisdiction where it is doing business to the extent non-compliance could
      result in a material liability or otherwise have a material adverse effect
      on
      the Borrower; and (ii) the Borrower has no material liability for the
      release or threatened release of any toxic or hazardous waste, substance or
      constituent into the environment; 

     

    (i) the
      Borrower’s annual financial statements for the fiscal year that ended on March
      31, 2008, and its interim unaudited financial statements dated September 30,
      2008, copies of which have been furnished to the Lender, have been prepared
      in
      accordance with the generally accepted accounting principles consistently
      applied with those of the preceding fiscal year (such consistently applied
      generally accepted accounting principles being “GAAP”) and present fairly the
      financial condition of the Borrower as of such dates and the result of its
      operations for the periods then ended;

    
       

      
        
           

        

        
           

          
            

          

        

        
          
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    (j) since
      March 31, 2008, neither the condition (financial or otherwise), the business,
      the properties nor the operations of the Borrower has been materially and
      adversely affected in any way;

     

    (k) the
      Borrower has filed all Federal and State income tax and other tax returns which
      are required to be filed, and has paid all taxes as shown on said returns and
      all assessments received by the Borrower to the extent that such taxes have
      become due;

     

    (l) the
      Borrower possesses adequate licenses, permits, franchises, patents, copyrights,
      trademarks and trade names, or rights thereto, to conduct its business
      substantially as now conducted and as presently proposed to be
      conducted;

     

    (m) the
      Borrower is not in default of a material provision under any material agreement,
      instrument, decree or order to which it is a party or by which it or its
      property is bound or affected and assuming that this Agreement had been
      previously executed and delivered no Default or Event of Default has occurred
      and is continuing hereunder;

     

    (n) the
      Borrower has good title to all of its properties and assets, including, without
      limitation, the Collateral, free and clear of all mortgages, security interests,
      liens and encumbrances, except as permitted by Section 8(a); 

     

    (o) Borrower
      is not subject to or in violation of any law, regulation or list of any
      government agency including, without limitation, the U.S. Office of Foreign
      Asset Control list, Executive Order 13224 or the USA PATRIOT Act (Title III
      of
      Pub. L. 107-56, signed into law October 26, 2001) (the “Act”)) that prohibits or
      limits the conduct of business with or receiving of funds, goods or services
      to
      or for the benefit of certain Persons specified therein or that prohibits or
      limits Lender from making any Loan or extension of credit to Borrower or from
      otherwise conducting business with Borrower; and

     

    (p) all
      representations and warranties contained in this Section 6 shall survive
      the delivery of the Loan Documents and the making of the Loan, and no
      investigation at any time made by or on behalf of Lender shall diminish its
      rights to rely thereon.

     

    7. Affirmative
      Covenants.
      WITHOUT
      AFFECTING IN ANY WAY THE LENDER'S RIGHT TO DEMAND PAYMENT OF THE NOTE AND
      TERMINATE THE BORROWER’S RIGHT TO REQUEST TERM LOAN DISBURSEMENTS AT ANY TIME
      NOTWITHSTANDING THE BORROWER'S COMPLIANCE WITH THIS SECTION 7, The Borrower
      covenants and agrees with the Lender that for so long as the Loan or any other
      Obligation remains unpaid, the Borrower shall:

    
      
         

        
          
             

          

          
             

            
              

            

          

          
            
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    (a) furnish
      to the Lender:

     

    (i) as
      soon
      as available and in any event within 90 days after the end of each of the
      Borrower’s fiscal years, a copy of the Borrower’s annual report, including
      balance sheet and related statements of earnings, stockholders’ equity and cash
      flows for such fiscal year, with comparative figures for the preceding fiscal
      year, prepared in accordance with GAAP and audited by the Borrower’s current
      independent public accountants, or other independent public accountants
      satisfactory to the Lender and accompanied by the management letter, if any,
      delivered by such independent public accountants to the Borrower and the
      Borrower’s response thereto;

     

    (ii) as
      soon
      as available and in any event within 30 days after the end of each month of
      the
      Borrower’s fiscal year, a copy of the Borrower’s internally prepared financial
      statements, consisting of a consolidated and consolidating balance sheet as
      of
      the close of such month and related statements of consolidated and consolidating
      earnings for such month and from the beginning of such fiscal year to the end
      of
      such month prepared in accordance with GAAP and in such form as the Lender,
      in
      its sole discretion, may require, and in each case, certified as accurate by
      the
      Borrower’s chief financial officer or treasurer;

     

    (iii) with
      each
      financial statement required by Section 7(a)(i) or (ii) above: (A) a
      Compliance Certificate as of the end of the most recent reporting period in
      a
      form acceptable to the Lender and certified as accurate by the Borrower’s chief
      financial officer or treasurer;

     

    (iv) if
      requested by Lender, within 10 days after the filing thereof, a copy of the
      Borrower’s income tax returns and related schedules;

     

    (v) as
      soon
      as available and in any event no later than December 31 of each year,
      projections for the Borrower’s next fiscal year in a form acceptable to the
      Lender and certified by the Borrower’s chief financial officer or treasurer as
      having been prepared in good faith and representing the most probable course
      of
      the Borrower’s business during such fiscal year; and

    
      
         

        
          
             

          

          
             

            
              

            

          

          
            
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    (vi) such
      other financial or other information or certification as the Lender may
      reasonably request;

     

    (b) maintain
      and preserve its corporate existence;

     

    (c) maintain
      insurance of such types and in such amounts as are maintained by companies
      of
      similar size engaged in the same or similar businesses and as may be required
      by
      any Loan Document; provided,
      however,
      that
      each policy insuring any Collateral securing the Loan shall name the Lender
      as
      lender loss payee;

     

    (d) file
      all
      federal and state income tax and other tax returns (including, without
      limitation, withholding tax returns) which are required and make payments as
      required of such taxes; provided,
      however,
      that
      the Borrower shall not be required to pay any such tax so long as the validity
      thereof is being contested in good faith by appropriate proceedings and adequate
      book reserves shall have been set aside with respect thereto;

     

    (e) reimburse
      the Lender for reasonable expenses, fees and disbursements (including, without
      limitation, reasonable attorneys’ fees and legal expenses), incurred in
      connection with the preparation or administration of this Agreement or the
      preparation or administration of any other Loan Document or the Lender’s
      enforcement of the obligations of the Borrower under any Loan Document, whether
      or not suit is commenced, which attorneys’ fees and legal expenses shall
      include, but not be limited to, any attorneys’ fees and legal expenses incurred
      in connection with any appeal of a lower court’s judgment or order;

     

    (f) The
      Borrower shall comply in all material respects with all laws, rules,
      regulations, orders, writs, judgments, injunctions, decrees or awards to which
      it may be subject. Without limiting the foregoing sentence, the Borrower shall
      (a) ensure, and cause each subsidiary of Borrower (if any) to ensure, that
      no
      Person who owns a controlling interest in or otherwise controls the Borrower
      or
      any Subsidiary is or shall be listed on the Specially Designated Nationals
      and
      Blocked Person List or other similar lists maintained by the Office of Foreign
      Assets Control (“OFAC”), the Department of the Treasury, or included in any
      Executive Orders, and (b) not use or permit the use of the proceeds of the
      Loans
      to violate any of the foreign asset control regulations of OFAC or any enabling
      statute or Executive Order relating thereto; 

     

    (g) (i)
      promptly correct any defect or error that may be discovered in any Loan Document
      or in the execution, acknowledgment or recordation thereof; (ii) promptly upon
      request by the Lender, the Borrower also shall do, execute, acknowledge,
      deliver, record, re-record, file, re-file, register and re-register, any and
      all
      deeds, conveyances, mortgages, deeds of trust, trust deeds, assignments,
      estoppel certificates, financing statements and continuations thereof, notices
      of assignment, transfers, certificates, assurances and other instruments as
      the
      Lender may reasonably require from time to time in order: (A) to carry out
      more
      effectively the purposes of the Loan Documents; (B) to perfect and maintain
      the
      validity, effectiveness and priority of any security interests intended to
      be
      created by the Loan Documents; and (C) to better assure, convey, grant, assign,
      transfer, preserve, protect and confirm unto the Lender the rights granted
      now
      or hereafter intended to be granted to the Lender under any Loan Document or
      under any other instrument executed in connection with any Loan Document or
      that
      Borrower may be or become bound to convey, mortgage or assign to the Lender
      in
      order to carry out the intention or facilitate the performance of the provisions
      of any Loan Document; and 

    
      
         

        
          
             

          

          
             

            
              

            

          

          
            
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    (h) permit
      the Lender and its representatives at reasonable times and intervals and upon
      reasonable notice to visit the Borrower’s offices and inspect its books and
      records including, without limitation, permitting the Lender to examine any
      Collateral securing the Loans and reimburse the Lender for all examination
      fees
      and expenses incurred in connection with such examinations at its then current
      rate for such services and for its out-of-pocket expenses incurred in connection
      therewith.

     

    8. Negative
      Covenants.
      WITHOUT
      AFFECTING IN ANY WAY THE LENDER'S RIGHT TO DEMAND PAYMENT OF THE NOTE AND
      TERMINATE THE BORROWER’S RIGHT TO REQUEST DISBURSEMENTS AT ANY TIME
      NOTWITHSTANDING THE BORROWER'S COMPLIANCE WITH THIS SECTION 8, the Borrower
      hereby agrees with the Lender that so long as the Loan remains unpaid the
      Borrower shall not, without the Lender’s prior written consent:

     

    (a) create
      security interests or mortgages encumbering any of its assets except:
      (i) security interests in favor of the Lender; (ii) other security
      interests described on Schedule
      8(a)
      attached
      hereto and incorporated herein by reference; or (iii) security interests created
      in connection with indebtedness described in Section 8(b)(iii), but only to
      the
      extent that: (A) such security interest attaches only to the equipment financed
      with such indebtedness, did not and does not attach to Borrower’s current assets
      and does not secure any other indebtedness; (B) no Default or Event of Default
      has occurred and is continuing at the time of the proposed creation of such
      security interest or would result therefrom; and/or (C) no portion of the
      purchase price of the relevant equipment has been funded by the trade-in of
      Borrower’s then, or previously, owned equipment or from proceeds from the sale,
      transfer or other disposition thereof if the Security Agreement requires
      Borrower to pay such money to the Lender for application to the Loan;

    
      
         

        
          
             

          

          
             

            
              

            

          

          
            
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    (b) create,
      incur, assume or suffer to exist any indebtedness except: (i) the
      indebtedness under this Agreement or any other Loan Document; or (ii) current
      liabilities (other than borrowed money) incurred in the ordinary course of
      business. without the written consent of the Lender; or

     

    (c) lease
      or
      sell all or any substantial portion of its property and business to any other
      entity or entities, whether in one transaction or a series of related
      transactions;

     

    (d) consolidate
      with or merge into or with any other entity or entities;

     

    (e) (i)
      assume, guarantee, endorse or otherwise become liable upon the obligation of
      any
      Person, firm or corporation except (A) pursuant to the Loan Documents; or (B)
      by
      endorsement of negotiable instruments for deposit or collection in the ordinary
      course of business, or (ii) sell any notes or accounts receivable with or
      without recourse;

     

    (f) acquire,
      make or hold any investment in any other Person except cash and cash
      equivalents;

     

    (g) engage
      in
      any business other than the business engaged in by the Borrower on the date
      of
      this Agreement, except where such other business activities constitute an
      insignificant portion of the Borrower’s total business activities; 

     

    (h) maintain,
      establish, sponsor or contribute to any Plan which is a defined benefit plan
      and
      shall not permit any of its ERISA Affiliates to do so except as previously
      disclosed to Lender in writing; 

     

    (i) declare
      or pay any dividends (except for stock dividends), purchase, redeem, retire
      or
      otherwise acquire for value any of the Borrower’s capital stock (or any warrant
      or option to purchase any such stock) now or hereafter outstanding, or return
      any capital to its stockholders as such; or

     

    (j) make
      any
      loan or advance to, or otherwise extend any credit to, any of the Borrower’s
      officers, directors, shareholders, managers or Affiliates or to any member
      of
      such Person’s immediate family.

     

    9. Event
      of Default.
      WITHOUT
      AFFECTING IN ANY WAY THE LENDER'S RIGHT TO DEMAND PAYMENT OF THE NOTE AND
      TERMINATE THE BORROWER’S RIGHT TO REQUEST DISBURSEMENTS AT ANY TIME
      NOTWITHSTANDING THE ABSENCE OF ANY OF THE FOLLOWING EVENTS, the occurrence
      of
      any one or more of the following shall constitute an Event of Default (“Event of
      Default”) hereunder:

    
      
         

        
          
             

          

          
             

            
              

            

          

          
            
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    (a) the
      Borrower shall default in the due and punctual payment of any amount when due
      under the Note (including upon demand by Lender pursuant to a Demand Notice);
      or
      (ii) any other amount which is due and payable to the Lender under any Loan
      Document on the date when due;

     

    (b) the
      Borrower shall default in the due performance or observance of any covenant
      set
      forth in Sections 7 or in Section 8;

     

    (c) the
      Borrower shall default (other than those defaults covered by other subsections
      of this Section 9) in the due performance or observance of any other term,
      covenant, agreement or warranty contained in any Loan Document on its part
      to be
      performed, and such default shall continue for a period of 30 days;

     

    (d) the
      Borrower shall default and fail to cure such default in the time provided
      therein, under the terms of any other agreement, indenture, deed of trust,
      mortgage, promissory note or security agreement governing the borrowing of
      money
      and: (i) the maturity of any amount owed under such document or instrument
      is
      accelerated; or (ii) such default shall continue unremedied or unwaived for
      a
      period of time to permit such acceleration;

     

    (e) the
      Borrower shall become insolvent or generally fail to pay, or admit in writing
      the Borrower’s inability to pay its debts as they become due; or the Borrower
      shall apply for, consent to, or acquiesce in, the appointment of a trustee,
      receiver or other custodian or for Borrower’s property, or make a general
      assignment for the benefit of creditors; or, in the absence of such application,
      consent or acquiescence, a trustee, receiver or other custodian shall be
      appointed for Borrower or for a substantial part of Borrower’s property and not
      be discharged within 60 days; or any bankruptcy, reorganization, debt
      arrangement, or other case or proceeding under any bankruptcy or insolvency
      law,
      or any dissolution or liquidation proceeding shall be commenced in respect
      of
      Borrower or be consented to or acquiesced in by Borrower or remain for 60 days
      undismissed; or Borrower shall take any action to authorize any of the
      foregoing;

     

    (f) any
      judgments, writs, warrants of attachment, executions or similar process (not
      covered by insurance) shall be issued against Borrower or any of Borrower’s
      assets where the aggregate amount of such judgments, writs, warrants of
      attachment, executions or similar process exceed $15,000.00 and are not
      released, vacated, suspended, stayed, abated or fully bonded prior to any sale
      and in any event within 30 days after its issue or levy;

     

    (g) Winston
      A. Salser (“Salser”) shall cease to serve in the capacity as the Borrower’s
      Chief Executive Officer;

    
      
         

        
          
             

          

          
             

            
              

            

          

          
            
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    (h) the
      Lender, in its sole discretion, shall determine in good faith that there has
      been a material adverse change in the condition (financial or otherwise),
      business or property of Borrower;

     

    (i) any
      representation or warranty set forth in this Agreement or any other Loan
      Document shall be untrue in any material respect on the date as of which the
      facts set forth are stated or certified;

     

    (j) Borrower
      shall seek to revoke, repudiate or disavow the enforceability of any Loan
      Document; 

     

    (k) the
      occurrence of any “Event of Default”, as defined in Section 8 of that certain
      Amended and Restated CEO-Consultant Agreement dated as of October __, 2008
      (the
“Salser
      Employment/Consultant Agreement”),
      by and
      between Salser and the Borrower; or

     

    (l) the
      Borrower shall use proceeds of the Loan for any purpose other than a purpose
      set
      forth on Exhibit
      A
      to this
      Agreement.

     

    Upon
      the
      happening of: (1) any Event of Default described in Section 9(e), the
      full unpaid principal amount of the Note and all other obligations of the
      Borrower to the Lender shall automatically be due and payable without any
      declaration, notice, presentment, protest or demand of any kind (all of which
      are hereby waived); or (2) any other Event of Default or the delivery of a
      Demand Notice to Debtor, the Lender, upon written notice, may declare the
      outstanding principal amount of the Note and all other Obligations of the
      Borrower to the Lender to be due and payable without other notice, presentment,
      protest or demand of any kind, whereupon the full unpaid amount of the Note
      and
      any and all other Obligations, which shall be so declared due and payable,
      shall
      be and become immediately due and payable. In addition, the Lender may exercise
      any right or remedy available to it pursuant to any Loan Document, at law or
      in
      equity. 

    


    10. Definitions.
      For purposes of this Agreement, the following terms shall have the following
      meanings:

     

    “Affiliate”
shall
      mean, with respect to the Borrower and any Person which directly or indirectly
      controls, is controlled by, or is under common control with the Borrower. One
      Person shall be deemed to control another Person if the controlling Person
      owns
      directly or indirectly 10% or more of any class of voting stock of the
      controlled Person or possesses, directly or indirectly, the power to direct
      or
      cause the direction of the management and policies of the controlled Person,
      whether through ownership of stock, by contract or otherwise.

    
      
         

        
          
             

          

          
             

            
              

            

          

          
            
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    “Demand
      Note”
shall
      have the meaning given in Section 1(b) of this Agreement.

    


    “Demand
      Notice”
means
      a
      notice delivered to Borrower by Lender making demand for full and final
      repayment of all outstanding and unpaid Obligations.

    


    “GAAP”:
      means
      generally accepted accounting principles as in effect from time to time
      including, without limitation, applicable statements, bulletins and
      interpretations of the Financial Accounting Standards Board and applicable
      bulletins, opinions and interpretations issued by the American Institute of
      Certified Public Accountants or its committees.

    


    “Lien”
means
      any mortgage, deed of trust, pledge, hypothecation, assignment, deposit
      arrangement, charge, security interest, encumbrance, lien (statutory or other),
      or any preference, priority or other security agreement or any preferential
      arrangement of any kind or nature whatsoever (including any conditional sale
      or
      other title retention agreement, any lease deemed under the Uniform Commercial
      Code to be intended for security, and the authorized filing by or against a
      Person as debtor of any financing statement under the Uniform Commercial Code
      or
      comparable law of any jurisdiction).

    


    “Loan”
shall
      have the meaning given in the introductory paragraph to this
      Agreement.

    


    “Maximum
      Amount”
shall
      have the meaning given in the introductory paragraph to this
      Agreement.

    


    “Note”
shall
      have the meaning given in Section 1(b) of this Agreement.

    


    “Obligations”
shall
      mean the Loan, all advances, debts, liabilities, obligations, covenants and
      duties, owing by Borrower to Lender of any kind or nature, present or future,
      which arise under this Agreement or any other Loan Document or by operation
      of
      law, whether or not evidenced by any note, guaranty or other instrument, whether
      or not for the payment of money, whether arising by reason of an extension
      of
      credit, opening, guarantying or confirming of a letter of credit, guaranty,
      indemnification or in any other manner, whether joint, several, or joint and
      several, direct or indirect (including those acquired by assignment or
      purchases), absolute or contingent, due or to become due, and however acquired.
      The term includes, without limitation, all principal, interest (including,
      without limitation, PIK Interest), fees, charges, expenses, attorneys’ fees, and
      any other sum chargeable to Borrower under this Agreement or any other Loan
      Document.

    
      
         

        
          
             

          

          
             

            
              

            

          

          
            
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    “Person”
shall
      mean any natural person, corporation, limited liability company, partnership,
      joint venture, firm, association, trust, unincorporated organization, government
      or governmental agency or political subdivision, or any other entity, whether
      acting in an individual, fiduciary or other capacity.

    


    “PIK
      Interest”
shall
      have the meaning given in the Note.

    


    “Salser”
shall
      have the meaning given in Section 9(g) of this Agreement.

    


    “Salser
      Employment/Consultant Agreement”
      shall
      have the meaning given in Section 9(k) of this Agreement.

    


     

    11. Miscellaneous.

     

    (a) Notices
      Any
      notices or demands required or contemplated hereunder shall be written and
      shall
      be effective two days after the placing thereof in the United States mails
      postage prepaid, addressed to the relevant party at its address set forth on
      the
      signature page below or upon transmission by telecopy to the relevant party
      at
      the telecopy number set forth on the signature page below and a confirmation
      is
      received or at any other address or telecopy number as may be designated by
      the
      party in a notice to the other parties.

     

    (b) GOVERNING
      LAW.
      THE
      VALIDITY, CONSTRUCTION, INTERPRETATION AND ENFORCEABILITY OF THIS AGREEMENT,
      THE
      NOTE AND THE OTHER LOAN DOCUMENTS TO WHICH THE BORROWER IS A PARTY SHALL BE
      GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT
      TO CONFLICT OF LAWS PRINCIPLES THEREOF.

     

    (c) Successors
      and Assigns.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and assigns, except that the Borrower
      may
      not assign or transfer its rights hereunder without the prior written consent
      of
      Lender.

    
      
         

        
          
             

          

          
             

            
              

            

          

          
            
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    (d) Waivers,
      Amendments; etc.
      The
      provisions of this Agreement, or any other Loan Document, may from time to
      time
      be amended, modified or waived, if such amendment, modification or waiver is
      in
      writing and consented to by the Borrower and the Lender.

     

    (e) Inconsistencies,
      etc.
      In the
      event of any conflict or inconsistency between or among the provisions of this
      Agreement and any other Loan Document, it is intended that the provisions of
      this Agreement and such other Loan Document be enforceable except to the extent
      that the enforcement of such provisions is irreconcilable and, in that event,
      the provisions of this Agreement shall be controlling.

     

    (f) WAIVER
      OF TRIAL BY JURY.
      THE
      BORROWER AND THE BANK EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
      OR
      PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (i) UNDER THE LOAN DOCUMENTS OR
      UNDER
      ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN
      THE
      FUTURE BE DELIVERED IN CONNECTION THEREWITH OR (ii) ARISING FROM ANY
      RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY
      SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
      JURY.

     

    (g) Limitation
      of Liability.
      Neither
      the Lender nor any affiliate of the Lender shall have any liability with respect
      to, and the Borrower hereby waives, releases and agrees not to sue upon, any
      claim for any special, indirect or consequential damages suffered by the
      Borrower in connection with, arising out of, or in any way related to, this
      Agreement, the Note or any other Loan Document, or the transactions contemplated
      and the relationship established hereby or thereby, or any act, omission or
      event occurring in connection herewith or therewith.

     

    (h) Entire
      Agreement; Document Construction.
      This
      Agreement, the Note and the other Loan Documents embody the entire agreement
      and
      understanding between the Borrower and the Lender with respect to the subject
      matter hereof and thereof. This Agreement supersedes all prior agreements and
      understandings relating to the subject matter hereof. This Agreement, the Note
      and each other Loan Document have been reviewed by all parties hereto and
      incorporate the requirements of such parties. Each party waives the rule of
      construction that any ambiguities are to be resolved against the party drafting
      the same and agrees such rules will not be employed in the interpretation of
      this Agreement, the Note or any other Loan Document.

    
      
         

        
          
             

          

          
             

            
              

            

          

          
            
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    (i) Venue.
      AT THE
      OPTION OF THE BANK, THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT TO WHICH THE
      BORROWER IS A PARTY MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE
      COURT SITTING IN MINNEAPOLIS, OR ST. PAUL, MINNESOTA; AND THE BORROWER CONSENTS
      TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT
      VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE BORROWER COMMENCES
      ANY
      ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY
      ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT
      OR ANY OTHER LOAN DOCUMENT, THE BANK AT ITS OPTION SHALL BE ENTITLED TO HAVE
      THE
      CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR
      IF
      SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE
      DISMISSED WITHOUT PREJUDICE.

     

    


    [remainder
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            Exhibit
              10.1

             

          

        

      

    

    


    
      	 	
              RIVIERA
                INVESTMENTS, INC., a
                California corporation

              


              


              By: /s/
                Winston A.
                Salser                 
                

              Name:  Winston
                A. Salser

              Title:    Chief
                Executive Officer

              


              Address:

              1138
                Hartzell Street

              Pacific
                Palisades, CA 90272

              


              Telecopy
                No.: (310) 459-1637

            
	 	 
	 	 
	
              Accepted,
                acknowledged and agreed to as of
                December 1, 2008. 

            
	
            	 
	 	
              RUBBER
                RESEARCH ELASTOMERICS, INC., a
                Minnesota corporation

              


              


              By
                /s/
                Michael
                Nugent                           
                

              Name:
                Michael Nugent

              Its:      Chairman
                of the Board of Directors

              


              4500
                Main Street NE

              Fridley,
                MN 55421

              Attention:
                Michael Nugent, Chairman

              Telecopy
                No.: (763) 572-2357

            
	 	 


    

    
      


    


     

    


    
      


    


    [Letter
      Loan Agreement Signature
      Page]


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    LIST
      OF EXHIBITS AND SCHEDULES

    


    
      	
              Exhibit
                A

            	
              Use
                of Proceeds of Loan

            
	 	 
	
              Schedule
                2(a)

            	
              Locations

            
	 	 
	
              Schedule
                6(e)

            	
              Litigation

            
	 	 
	
              Schedule
                8(a)

            	
              Security
                Interests

            
	 	 


    

    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Exhibit
      A

    


    Use
      of Proceeds of Loan

    


    


    Disbursements
      of the Loan shall be used exclusively for the following purposes:

    


    1. Payment
      of Borrower’s legal expenses incurred with regards to litigation titled King and
      Miller v. RRE et.al, venued in Hennepin County District Court, case number
      27-CV-06-10696.

     

    2. Payments
      to Salser, pursuant to the Salser
      Employment/Consultant Agreement.

     

    3. Working
      Capital for the Borrower.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    Schedule
      2(a)

    


    Locations

    


    


    


    1. 4500
      Main
      Street NE, Fridley, MN 55421

    


     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      6(e)

    LITIGATION

    


    


    


    Litigation
      styled as King
      and Miller v. RRE et.al,
      venued
      in Hennepin County District Court, case number 27-CV-06-10696

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      8(a)

    Security
      Interests 

    


    


    


    


    None.