UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: June 26,  2009
Date of Earliest Event Reported: April 16, 2009

VERTEX ENERGY, INC.
(Exact name of registrant as specified in its charter)

Nevada
000-53619
94-3439569
(State or other jurisdiction  of incorporation)
(Commission File Number)
(I.R.S. Employer
 Identification No.)

1331 Gemini Street
Houston, Texas 77058
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (866) 660-8156

World Waste Technologies, Inc.,
20400 Stevens Creek Blvd., 7th Floor
Cupertino, California 95014
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[__]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[__]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[__]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[__]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As previously reported on a Current Report on Form 8-K filed on May 20, 2008 with the Securities and Exchange Commission (the " SEC "), on May 19, 2008, World Waste Technologies, Inc., a California corporation (" World Waste "), entered into an Amended and Restated Agreement and Plan of Merger (the " Merger Agreement ") with Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), a Texas limited partnership (" Vertex LP "), Vertex Energy, Inc., a Nevada corporation (" Vertex Nevada "), Vertex Merger Sub, LLC, a California limited liability company and wholly owned subsidiary of Vertex Nevada (" Merger Subsidiary "), and Benjamin P. Cowart, as agent for the shareholders of Vertex Nevada (the " Agent "). On March 31, 2009, World Waste, Vertex LP, Vertex Nevada, Merger Subsidiary and the Agent executed and delivered Amendment No. 5 (the " Amendment ") to the Merger Agreement. The following is a summary of the material terms of the Amendment and is qualified by the full text of the Amendment, which is incorporated herein by reference.

Pursuant to the Amendment, the Merger Agreement has been amended in the following material respects:

 
·
The sections of the Merger Agreement that require World Waste to have a minimum of $2.4 million of cash on hand as of the closing have been amended to provide that this amount shall be reduced to $2.2 million.

 
·
Section 8.1(b) of the Merger Agreement has been amended to provide that either World Waste, on the one hand, or Vertex LP, Vertex Nevada and Merger Subsidiary, on the other hand, may terminate the Merger Agreement if the Merger has not closed on or before April 1, 2009. Previously, Section 8.1(b) had provided that either side could exercise its termination right if the Merger has not closed on or before March 31, 2009.

 
·
The condition to the closing of the merger that at closing World Waste have no liabilities has been amended to provide that World Waste may have up to $50,000 of liabilities as of the closing.

 
·
All references in the Merger Agreement to Vertex Nevada's Series B preferred stock have been eliminated.

 
·
The requirement that Vertex Nevada enter into a Sublease Agreement and Purchase and Sale Agreement with Vertex LP has been removed.

ITEM 2.01   COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Pursuant to the Merger Agreement, on April 16, 2009, World Waste merged with and into Merger Subsidiary, with Merger Subsidiary continuing as the surviving corporation and a wholly owed subsidiary of Vertex Nevada (the " Merger "). In connection with the Merger, (i) each outstanding share of World Waste common stock was cancelled and exchanged for 0.10 shares of Vertex Nevada common stock; (ii) each outstanding share of World Waste Series A preferred stock was cancelled and exchanged for 0.4062 shares of Vertex Nevada Series A preferred stock; and (iii) each outstanding share of World Waste Series B preferred stock was cancelled and exchanged for 11.651 shares of Vertex Nevada Series A preferred stock.

The foregoing description of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the Merger Agreement and the amendments thereto which were previously filed with the SEC as exhibits to World Waste's Current Reports on Form 8-K.

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
 
As described above under Item 2.01, as a result of the Merger, all of World Waste's shares of capital stock were automatically cancelled and exchanged for shares of the capital stock of Vertex Nevada.

 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

On June 24, 2009, Stonefield Josephson, Inc. (" Stonefield ") was notified that the client auditor relationship between World Waste Technologies, Inc. (the " World Waste ”) and Stonefield was terminated as World Waste was merged into Vertex Merger Sub, LLC, in connection with the Merger and Vertex Nevada became the successor entity to World Waste.  LBB & Associates Ltd., LLP, of Houston, Texas (" LBB "), which served as Vertex Nevada’s independent auditor prior to the date of the Merger assumed Stonefield’s duties as principal independent public accountant of the successor entity to the Merger, Vertex Nevada, for the fiscal year ended December 31, 2008.

Stonefield's report on the financial statements of World Waste for the fiscal years ended December 31, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles except for concerns about World Waste's ability to continue as a going concern.
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In connection with the audit of World Waste's fiscal years ended December 31, 2008 and December 31, 2007, and in the subsequent interim period through June 24, 2009 (the date the relationship with Stonefield ceased) there were no disagreements between Stonefield and World Waste on a matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Stonefield would have caused Stonefield to make reference to the subject matter of the disagreement in connection with its report on World Waste 's financial statements.

There have been no reportable events as provided in Item 304(a)(1)(iv) of Regulation S-K during World Waste 's fiscal years ended December 31, 2008 and December 31, 2007 and in the subsequent interim period through June 24, 2009 (the date the relationship with Stonefield ceased).

World Waste authorized Stonefield to respond fully to any inquiries of LBB relating to their engagement as Vertex Nevada's independent accountant. Vertex Nevada has requested that Stonefield review the disclosure and Stonefield has been given an opportunity to furnish Vertex Nevada with a letter addressed to the Commission containing any new information, clarification of Vertex Nevada 's expression of its views, or the respect in which it does not agree with the statements made by Vertex Nevada herein. Such letter is filed as an exhibit to this Report.

Vertex Nevada has not previously consulted with LBB regarding either (i) the application of accounting principles to a specific completed or contemplated transaction; (ii) the type of audit opinion that might be rendered on World Waste's financial statements; or (iii) a reportable event (as provided in Item 304(a)(1)(iv) of Regulation S-K) during World Waste's fiscal years ended December 31, 2008 and December 31, 2007, and any later interim period, including the interim period up to and including the date the relationship with Stonefield ceased. LBB has reviewed the disclosure required by Item 304(a) before it was filed with the Commission and has been provided an opportunity to furnish Vertex Nevada with a letter addressed to the Commission containing any new information, clarification of Vertex Nevada's expression of its views, or the respects in which it does not agree with the statements made by Vertex Nevada in response to Item 304 (a).  LBB did not furnish a letter to the Commission.
 
ITEM 5.01   CHANGES IN CONTROL OF REGISTRANT
 
As a result of the Merger, World Waste became a wholly owned subsidiary of Vertex Nevada and the Agent became the holder of approximately 36.5% of Vertex Nevada's outstanding voting securities. The Agent has entered into a voting agreement with the holders of approximately 21.9% of Vertex Nevada's outstanding voting securities pursuant to which such holders have agreed to vote their shares in favor of the Agent's four nominees to Vertex Nevada's Board of Directors (as described in greater detail below). Accordingly, the Agent has the right to elect four of Vertex Nevada's five directors. Vertex Nevada has determined not to issue 575,000 shares of common stock which were originally anticipated to be issued to consultants of Vertex Nevada, and as such, the total number of shares of common stock immediately following the Merger is 8,261,659 shares.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
 
Pursuant to the Merger Agreement, effective as of the closing of the Merger on April 16, 2009, all of the members of World Waste's Board of Directors and all of World Waste's executive officers resigned and the officers and directors of Vertex Nevada continued as officers and directors of Vertex Nevada. John Pimentel, formerly an officer and director of World Waste, has become a non-executive officer and director of Vertex Nevada, and Matthew Lieb, formerly an officer of World Waste, has become an officer of Vertex Nevada. Mr. Pimentel’s employment as a non-executive officer of Vertex Nevada was subsequently terminated on June 22, 2009.  The officers and Directors of Vertex Nevada are as follows:
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DIRECTORS:
 
Benjamin P. Cowart
 
John Pimentel
 
Dan Borgen
 
David L. Phillips
 
Ingram Lee
 
OFFICERS:
 
Benjamin P. Cowart - Chief Executive Officer and President
 
Matthew Lieb - Chief Operating Officer
 
Ingram Lee - Treasurer
 
Chris Carlson - Secretary

OFFICER AND DIRECTOR BIOS:
 
BENJAMIN P. COWART - DIRECTOR, CHIEF EXECUTIVE OFFICER AND PRESIDENT (Age 40): Mr. Cowart, the president of the General Partner for Vertex LP, has been involved in the petroleum recycling industry for over 20 years. Mr. Cowart is the founder of the Vertex group of companies and has served such companies since 2001. Mr. Cowart is the founder, Chief Executive Officer, President and Chairman of the Board of Vertex Nevada. As a leader in the recycling field, Mr. Cowart helped pioneer the reclamation industry by developing recycling options for many residual materials once managed as a hazardous waste. Mr. Cowart co-authored the industry's first e-commerce operating system for the digital management of petroleum waste and residual materials. Mr. Cowart was awarded the 2003 Business Man of the Year from The National Republican Congressional Committee, and serves on NORA's Board of Directors and President for 2008. Mr. Cowart has taken an active role in the petroleum industry with his involvement in speaking, consulting, chairing, and serving on various committees and industry associations. Prior to the formation of Vertex LP, Mr. Cowart served as the Vice President of Aaron Oil Company, a regional recycler in Alabama.

JOHN PIMENTEL - DIRECTOR (Age 43): Mr. Pimentel was appointed to the Board of Directors of Vertex Nevada in connection with the closing of the Merger, and is the Vertex Series A preferred stock appointee to the Board. Mr. Pimentel served as the Executive Vice President of Corporate Development of Vertex Nevada from the closing of the Merger until June 22, 2009. Mr. Pimentel served as the Chief Executive Officer of World Waste from the fourth quarter of 2005 and as a member of the World Waste board of directors since early 2004 until the effective date of the Merger.. Mr. Pimentel was one of the co-founders of Pacific Ethanol (NASDAQ: PEIX) where he served as a director from 2003 to 2005. He has also served on the boards of Particle Drilling (NASDAQ: PDRT) and Evolution Petroleum (Amex: EVO). Previously, he worked with Cagan McAfee Capital Partners, responsible for portfolio company management, strategy and investment structuring in industries including energy and technology Mr. Pimentel has also worked for Bain & Company in its Private Equity Group, as well as that firm's general consulting practice. Mr. Pimentel has extensive operating experience including service as Deputy Secretary for Transportation for the State of California where he oversaw a $4.5 billion budget and 28,000 employees. Mr. Pimentel has an MBA from Harvard Business School and a BA from the University of California, Berkeley.

DAN BORGEN - DIRECTOR (Age 48): Mr. Borgen was appointed a director of Vertex Nevada in June 2008. Mr. Borgen currently serves as Chairman, Chief Executive Officer and President of U.S. Development Group LLC (" USD "), where he has worked since May 1995. In his current role, Mr. Borgen guides all senior aspects of USD's corporate activities. USD is comprised of wholly owned subsidiaries that focus on industrial development, logistics, products terminaling, power corridors, financial services and gasification. In addition to his work with USD, Mr. Borgen has served as President of U.S. Right-of-Way Corporation since June 1993. Prior to this, Mr. Borgen worked for eleven years as an investment banker serving as Merger & Acquisition Director, Portfolio Manager and as a member of the Executive Committee for strategic planning and development. His activities were focused on manufacturing, food service, oil and gas exploration/production, telecommunications, banking and Western European finance. In his capacity as an investment banker, Mr. Borgen served as Vice President of The Oxford Group from July 1990 to June 1993, Vice President/Principal of The Paramount Companies from July 1985 to April 1990 and Manager - Investor Relations of Invoil Inc. from April 1982 to June 1985.
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DAVID L. PHILLIPS - DIRECTOR (Age 52): Mr. Phillips was appointed a director of Vertex Nevada in June 2008. Mr. Phillips is currently the Managing Partner of Bilateral Initiatives LLP, an international business-to-business consulting firm specializing in providing key strategic expansion and corporate growth advice to the chairman and chief executive level members of various firms. Mr. Phillips is also Managing Partner of Phillips International Law Group PLLC, a worldwide recognized international law firm specializing in mergers, acquisitions, project development and EPC construction work with a focus on the international energy landscape in the oil, gas, chemical and power downstream sector and the alternative energy industry. Mr. Phillips' clients include worldwide energy companies, including several Middle East National Oil Companies. Prior to his founding of Bilateral Initiatives LLP and the Phillips International Law Group, Mr. Phillips was a Partner at the law firm of Jackson Walker LLP from May 2002 until May 2008 and chaired several of the firm's practice areas over that period. Prior to working at Jackson Walker LLP, from May 1995 to May 2002 Mr. Phillips served as a chief executive officer in the former KeySpan Energy Corporation, a $14 billion public energy conglomerate based in New York City, and as a member of the board of directors of certain KeySpan subsidiaries. From June 1991 to May 1995, Mr. Phillips served as a chief executive officer in Equitable Resources, Inc. a $6 billion public gas utility holding company based in Pittsburgh, Pennsylvania, and as a member of the board of directors of certain Equitable subsidiaries. Mr. Phillips also served as the General Counsel to Eastex Energy Inc., a public midstream energy company, from June 1985 to May 1991, which was later acquired by El Paso Energy and ultimately Enterprise Products LP.

In addition to his current roles at Bilateral Initiatives LLP and Phillips International Law Group PLLC, Mr. Phillips is the Chairman of the Board of Directors and is on the Executive Board of Advisors, Ambassadors, Ministers & Former US Cabinet Secretaries of the Bilateral US Arab Chamber of Commerce (BUSACC).

Mr. Phillips received his bachelor's degree from the University of Texas in August 1984 and his Juris Doctor from the South Texas College of Law in August 1988. Mr. Phillips is a member of State Bar of Texas, International Bar Association, American Bar Association, and the Houston Bar Association; he is also a member of the Oil, Gas & Energy Law Section, the Business Law Section, and the Corporate Counsel Section of the State Bar of Texas and Houston Bar Association. Additionally, he is a member of the Natural Resources, Energy and Environmental Law Section of the American Bar Association & International Bar Association.

INGRAM LEE - DIRECTOR AND TREASURER (Age 49): Mr. Lee has been a director and treasurer of Vertex Nevada since its inception in May 2008. Since May 1993, he has worked at PTI, Incorporated (" PTI ") where he currently serves as the President. In his current role with PTI, Mr. Lee is responsible for overseeing trading, purchasing, blending, training and sales of both residual and distillate petroleum products. Prior to joining PTI, Mr. Lee was a Trading Manager at Coastal Corporation (currently El Paso Corporation) from 1988 to 1993, responsible for the trading of over 20 million barrels per year of heavy oil and distillate products in and out of South America, Mexico and the Caribbean. From 1985 to 1988, Mr. Lee was an Operations/Blending Manager for Challenger Petroleum USA, Inc. Prior to this, he worked as a field manager for Torco Oil Company from 1982 to 1985 and a petroleum dispatcher and laboratory coordinator for E.W. Saybolt Petroleum Inspection Company from 1979 to 1982. Mr. Lee has been involved in aspects of the petroleum products trading industry for 28 years, from purchasing and sales to operations and transportation.

CHRIS CARLSON - SECRETARY (Age 36): Mr. Carlson has served as Secretary of Vertex Nevada since inception. Mr. Carlson brings a range of experience to his role as the Vice President for Vertex LP. Mr. Carlson oversees all risk management, investments, e-commerce applications, and day-to-day financial accounting of Vertex LP and its subsidiaries. Mr. Carlson worked for FuelQuest, Inc. before joining Vertex LP in 2001. There he worked as a Project Lead managing implementations of e-commerce services for new customers. In addition, he also planned and developed testing requirements for e-commerce applications. Mr. Carlson was with Pagenet, a wireless communications company prior to FuelQuest, Inc. where he worked as a Strategic Account Supervisor. Mr. Carlson earned his BS degree in Business Finance from the University of Houston.
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MATTHEW LIEB - CHIEF OPERATING OFFICER (Age 37): Mr. Lieb has served as the Chief Operating Officer of Vertex Nevada since the closing of the Merger. Mr. Lieb previously served as World Waste's Chief Operating Officer from May 2007 until the effective date of the Merger. Since 1999, Mr. Lieb has served as Chairman of the Board and Chief Executive Officer of Kingsley Management LLC, a company he founded. From January 2007 to May 15, 2007, Mr. Lieb provided World Waste with consulting services at a fee of $3,500 per month plus an expense reimbursement. Mr. Lieb holds a BS in Finance from Georgetown University and an MBA from Harvard Business School.

Significant Employees:

Greg Wallace - Operations

Mr. Wallace provides Vertex Nevada with over 17 years of experience in the petroleum and chemicals trading industry. Mr. Wallace manages several departments for Vertex LP, including processing, used oil recovery technology, purchasing and selling of various petrochemical products, and transportation of lube oils and solvents. Prior to joining Vertex LP in 2005, Mr. Wallace was President of TRW Trading, a company that he co-founded in 2001. Mr. Wallace has served in various management roles ranging from marketing a variety of gasoline blendstocks, various solvents, waste recycling, hazardous/non-hazardous handling, and then later becoming qualified to perform oil spill prevention and response. Mr. Wallace began his petrochemical career with Valley Solvents & Chemicals, where he served as project General Manager responsible for sourcing used feedstocks and selling products into favorable markets.
 
John Strickland - Manager Of Supply
 
Mr. Strickland serves as the Manager of Supply of Vertex Nevada.  Mr. Strickland joined Vertex LP in late 2007 where he currently serves as the Manager of Supply. Mr. Strickland has over 21 years experience in management roles of developing companies in the recycling of used oils and the fuel blending business. In his various positions, he has developed used oil collection fleets, environment services (non-hazardous),  Terminal business of No. 6-oil from water ports and helped develop software for used oil collection fleets. Mr. Strickland was the General Manager of Texpar Energy inc. from 1999 to 2003 and Special Project Manager for Texpar Energy, L.L.C. from 2004 to 2007. From 1986 to 1999, he was the General Manager and Vice-President of Sellers Oil Inc., then one of the largest recycling and fuel marketers of used oil and No. 6-fuel oil in the southeast.
 
Related Party Transaction Committee
 
Vertex Nevada has formed a Related Party Transaction Committee (the “ Related Party Transaction Committee ”). The Related Party Transaction Committee is chaired by Mr. Phillips and includes Mr. Borgen. The Related Party Transaction Committee is required to include at least two “ independent directors ” (defined to mean any individual who does not beneficially own more than 5% of the outstanding voting shares of Vertex Nevada, is not employed by, or an officer of, Vertex Nevada or any entity related to Benjamin P. Cowart, is not a director or manager of any such company, is not a family member of Mr. Cowart, and would qualify as an “ Independent Director ” as defined in the rules and regulations of the New York Stock Exchange). This Related Party Transaction Committee is charged with the review and pre-approval of any and all related party transactions, including between Vertex Nevada and Vertex LP, Mr. Cowart, or any other company or individual which may be affiliated with Mr. Cowart.  The Related Party Transaction Committee will also periodically review Vertex Nevada’s related party transactions and verify that such transactions are at arms length and fair to Vertex Nevada and such affiliate entities.
 
Other Committees
 
Vertex Nevada has also appointed a Compensation Committee, chaired by Mr. Borgen and including Mr. Phillips, and an Audit Committee, chaired by Mr. Phillips and including Mr. Borgen.
 
Compensation of Officers and Directors
 
In consideration for agreeing to serve as a director of Vertex Nevada, on May 16, 2008 each of Messrs. Borgen, Lee and Phillips were issued an option to acquire up to 20,000 shares of Vertex Nevada’s common stock at an exercise price of $1.20 per share. The options expire if unexercised on the earlier of (a) the tenth anniversary of the grant date or (b) three months after the termination of the director’s service to Vertex Nevada. The options vest at the rate of 25% of the total options per year on each annual anniversary of the grant date, assuming that the director is continuing to provide services to Vertex Nevada on such date. The options also contain a cashless exercise provision.
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In connection with the Merger, Vertex Nevada entered into an employment agreement with Benjamin P. Cowart pursuant to which Mr. Cowart will serve as its Chief Executive Officer for a term of five years at a base salary of $190,000, and a bonus payment (to be determined in the sole discretion of Vertex Nevada’s compensation committee), as described in greater detail above.
 
Vertex Nevada entered into an executive employment agreement with Mr. Pimentel pursuant to which, Mr. Pimentel served as Vertex Nevada’s Senior Vice President of Corporate Development, which employment agreement was terminated by the Company on June 22, 2009, and with Matthew Lieb (World Waste’s Chief Operating Officer), pursuant to which, Mr. Lieb serves as Vertex Nevada’s Chief Operating Officer, as described above.

Employment Agreements
 
Vertex Nevada entered into an employment agreement with Benjamin P. Cowart effective as of the closing date of the Merger, pursuant to which Mr. Cowart agreed to serve as Vertex Nevada’s Chief Executive Officer effective for a term of five years.
 
Mr. Cowart’s compensation package includes (1) a base salary of $190,000, subject to annual increases as determined in the sole discretion of the compensation committee of Vertex Nevada’s board of directors, and (2) a bonus payment determined in the sole discretion of the compensation committee. Mr. Cowart will also be eligible to participate in Vertex Nevada’s stock option plan and other benefit plans. Vertex Nevada may terminate Mr. Cowart’s employment for “ cause ” (which is defined to include, among other things, a material breach of the agreement by Mr. Cowart). Mr. Cowart may terminate his agreement upon delivery to Vertex Nevada of written notice of termination for any reason, including “ good reason, ” which is defined to include, among other things, a material breach of the agreement by Vertex Nevada, or a modification of Mr. Cowart’s duties such that they are inconsistent with the position and title of Chief Executive Officer.
 
Upon termination of the agreement on the five-year anniversary thereof, or for “ cause, ” Mr. Cowart will be entitled to any salary accrued through such termination date, as well as any other benefits to which he may be entitled under any stock plan or other benefit plan that Vertex Nevada maintains. If such agreement is terminated without “ cause ” or Mr. Cowart resigns for “ good reason, ” Mr. Cowart will be entitled to continue to receive his salary then in effect for a period of six months following the date of termination.
 
Pursuant to the agreement, as long as Mr. Cowart is employed thereunder and for a period of six months thereafter, he may not engage or participate in any business that is in competition in any manner whatsoever with Vertex Nevada’s business (as presently or hereafter conducted), subject to certain exceptions.
 
Although Mr. Cowart will be prohibited from competing with Vertex Nevada while he is employed with Vertex Nevada, he will only be prohibited from competing for six months after his employment with Vertex Nevada ends. Additionally, none of Mr. Cowart’s affiliated companies, including Vertex LP, will be prohibited from competing with Vertex Nevada following the closing of the merger. Accordingly, Mr. Cowart or these entities could be in a position to use industry experience gained while working with Vertex Nevada to compete with Vertex Nevada.
 
With an effective date of April 16, 2009, Vertex Nevada entered into employment agreements with John Pimentel and Matthew Lieb.  Pursuant to the terms of their employment agreements, Mr. Pimentel was to serve as the Executive Vice President of Corporate Development of Vertex Nevada and Mr. Lieb was to serve as the Chief Operating Officer of Vertex Nevada, for a term of two and four years, respectively, renewable for additional one year periods thereafter.  Pursuant to the employment agreements, so long as they are employed by Vertex Nevada and for 12 months following the termination of their employment, the executives are prohibited from competing with Vertex Nevada.  Pursuant to the employment agreements, Mr. Pimentel was to receive a salary of $156,000 per year, while Mr. Lieb was to receive a salary of $150,000 per year.
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Mr. Pimentel’s employment and his employment agreement were terminated by Vertex Nevada effective June 22, 2009, provided that Mr. Pimentel continues to serve on the Board of Directors of Vertex Nevada.  As a result of the terms of Mr. Pimentel’s employment agreement, he is to receive three months of compensation from Vertex Nevada following his termination date.
 
If Mr. Lieb’s employment agreement is terminated without cause by the Company or for good reason by such executive, he is to receive severance pay equal to three months of his salary during the first 12 months of the term of the agreement and six months following the initial 12 month term.  If his employment is terminated for any other reason, he is to receive any compensation earned by him as of the termination date.
 
Mr. Pimentel and Mr. Lieb were also granted options in connection with the entry into their employment agreements.  Mr. Pimentel was granted an aggregate of 200,000 options, of which 100,000 vested immediately and 100,000 are to vest quarterly, at the rate of 12,500 per quarter over the eight fiscal quarters following the first fiscal quarter after the effective grant date of the options, subject to acceleration and forfeiture as provided in the option agreement.  Mr. Lieb was granted an aggregate of 200,000 options, of which 25,000 vested immediately and 175,000 are to vest quarterly, at the rate of 10,937 per quarter, over the sixteen fiscal quarters following the first fiscal quarter after the effective grant date of the options, subject to acceleration and forfeiture as provided in the option agreement.  The exercise price of the option grants was set by the Board of Directors, based on the closing bid price of Vertex Nevada’s common stock on May 9, 2009, at $0.50 per share, which includes the effects of the December 2008 1:10 reverse stock split of Vertex Nevada’s common stock, which has been retroactively reflected herein.
 
As a result of the termination of Mr. Pimentel’s employment, all of his options vested immediately and became subject to the termination provisions of such options as described above.
 
Other Employment Agreements
 
It is anticipated that Vertex Nevada will enter into employment agreements or similar compensation arrangements with Chris Carlson (Secretary), Greg Wallace (Operations) and John Strickland (Manager of Supply), the terms of which have not been finalized to date.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On April 1, 2009, Vertex Nevada filed an Amended and Restated Certificate of Designation of Rights, Preferences and Privileges of its Series A Convertible Preferred Stock (the " Amended Certificate "). The Amended Certificate became effective as of April 1, 2009. The Amended Certificate added the following provisions, which serve to clarify the process pursuant to which a Series A Director is nominated:

"In the event any Series A Director elected by the holders of Series A Preferred Stock pursuant to Section 4.2 hereof is removed, resigns, fails to stand for re-election or otherwise ceases to serve as a Director of the Company (each a " Notification Event "), the Company shall provide each Holder notice of such Notification Event within ten (10) business days of the occurrence of such Notification Event (the " Series A Notice "). Each holder shall have a period of thirty (30) days from the date of the Company's mailing of such Series A Notice (the " Series A Notice Period ") to provide the Company written notice of such Holder's nominee to fill the vacancy of the former Series A Director (each a " Series A Nominee "). After the expiration of the Series A Notice Period, the Secretary of the Company shall total the Series A Nominee votes cast by the Holders, and the three (3) Series A Nominee's receiving the highest total percentage vote for nomination of the outstanding Series A Preferred Stock, shall appear on any ballot delivered by the Company for the vote of the Series A Preferred Stock Holders of such replacement Series A Director (a " Replacement Director Vote "). The Replacement Director Vote shall be held as soon as practicable after the end of the Series A Notice Period."

The foregoing description of the Amended Certificate is not complete and is qualified in its entirety by reference to the Amended Certificate which is incorporated herein by reference.

Additionally, effective April 15, 2009, Vertex Nevada withdrew its Certificate of Designation of Rights, Preferences and Privileges of its Series B Convertible Preferred Stock (the " Amended B Certificate ") and as such Vertex Nevada no longer has any Series B Convertible Preferred Stock designated.
 
ITEM 8.01   OTHER EVENTS

World Waste's common stock has been registered as a class pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the " Act "). As a result of the Merger, Vertex Nevada has become the successor registrant under Section 12(g) pursuant to SEC Rule 12g-3. World Waste has filed a Form 15 with the SEC pursuant to Rule 12g-4 and deregistered its common stock.
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DESCRIPTION OF THE BUSINESS AND OPERATIONS OF VERTEX NEVADA
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
 
We caution you that this report contains forward-looking statements regarding, among other things, financial, business, and operational matters.
 
Forward-looking statements involve known and unknown risks, assumptions, uncertainties, and other factors. Statements made in the future tense, and statements using words such as “may,” “can,” “could,” “should,” “predict,” “aim’” “potential,” “continue,” “opportunity,” “intend,” “goal,” “estimate,” “expect,” “expectations,” “project,” “projections,” “plans,” “anticipates,” “believe,” “think,” “confident” “scheduled” or similar expressions are intended to identify forward-looking statements. Forward-looking statements are not a guarantee of performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and are beyond our control. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. We caution you not to place undo reliance on the forward-looking statements, which speak only as of the date of this report. We disclaim any obligation to update any of these forward-looking statements as a result of new information, future events, or otherwise, except as expressly required by law.
 

BUSINESS OF VERTEX NEVADA
General
 
Vertex Nevada provides a range of services designed to aggregate, process, and recycle industrial and commercial waste streams. Vertex Nevada currently provides these services in 13 states, with its primary focus in the Gulf Coast Region of the United States.
 
Vertex Nevada was incorporated in Nevada in 2008 for the purpose of effecting the Merger. Its principal executive office is located at 1331 Gemini St., Houston, Texas 77058, and its telephone number is (281) 538-9802.
 
Please see the “ Glossary of Selected Terms ” attached hereto as Exhibit 99.6, for a list of abbreviations and definitions used throughout this report.
 
Reliance on Contracts and Relationships; Low Capital Intensive Business
 
Vertex Nevada currently has no significant assets and instead contracts on a fee-paid basis for the use of all assets it deems to be necessary to conduct its operations, from either independent third-parties or related-parties. These assets are made available to Vertex Nevada at market rates which are periodically reviewed by the Related Party Transaction Committee. Vertex Nevada’s management has chosen to contract for the use of assets rather than purchase or build and own them in order to provide flexibility in the Company’s capital equipment requirements in the event there is a need for more or less capacity due to rapid growth or contraction in the future. Vertex Nevada expects that it will continue to rely on contracts for access to assets going forward, to avoid the initial capital expenditures that would be required to build its own facilities. Management believes that contracting for, instead of buying or building, capital infrastructure is a prudent business decision because in addition to allowing Vertex Nevada to avoid large initial capital outlays and ongoing depreciation charges and maintenance expenditures related to such capital outlays, it also enables Vertex Nevada to grow more quickly because it needs only to raise the working capital necessary to accommodate expected future growth rather than having to raise both working capital and investment capital.
 
Contracting for assets is expected to grant Vertex Nevada’s Refining and Marketing division access to KMTEX, a high-quality, large-capacity, full-service, third-party owned refining facility located in Port Arthur, Texas. It is anticipated that Vertex Nevada will use this refinery on an as-needed and part-time basis through a tolling arrangement where it pays a volume-based fee to KMTEX for each gallon processed through its facility. This is expected to enable Vertex Nevada to schedule and plan processing “ campaigns ” periodically as incoming inventory dictates demand. Each campaign has different timing and operating conditions for the run and management believes that the KMTEX facility possesses the appropriate storage infrastructure, monitoring systems, and transloading facilities to accommodate Vertex Nevada’s large, but irregular volumes. It is anticipated that Vertex Nevada will continue to pay this tolling fee to KMTEX for the use of its refinery, and in so doing gain access to a facility which would otherwise require a substantial capital investment.
 
Vertex Nevada contracts for space and services from the Cedar Marine Terminal through a market-rate, related-party transaction. In this arrangement Vertex Nevada pays a fee to Cedar Marine Terminal for offloading services, storage capacity, simple de-watering processes, and transfer operations to fill third-party owned barges. Contracting for this terminal capacity is less capital intensive for Vertex Nevada than trying to build and maintain this equipment and providing these services internally. Vertex Nevada believes that this contracting for assets strategy maximizes the efficient use of its capital.
The divisions of Vertex Nevada have been using this capital efficient strategy for several years, as reported in Vertex Nevada’s historical financial results. The Refining and Marketing division has contracted for the use of and expects to continue to contract for the use of operating assets from KMTEX; and the Black Oil division has contracted for the use of and expects to continue to contract for the use of terminal assets from Cedar Marine Terminal L.P. and trucking assets from CrossRoad Carriers, L.P. (both Cedar Marine Terminal and CrossRoad Carriers are majority owned by Benjamin P. Cowart, the Chief Executive Officer and Chairman of Vertex Nevada). Please see “ Certain Relationships and Related Party Transactions ” for further information on the terms of these transactions.
 
In the event Vertex Nevada is no longer able to contract with any of these related or third-party entities for access to these assets and related services at fair-market prices, or at all, then Vertex Nevada would seek to contract with other parties to provide refining, trucking, and terminaling assets or services as needed to operate and grow its business. We cannot assure you that such assets and services could be acquired on a timely basis, at fair-market prices, or at all. Given the relative availability of refining, trucking, and terminaling infrastructure and services in the Gulf Coast region of the United States, however, Vertex Nevada believes it would be able to replace its contracted assets and services with third-party providers, if necessary. Nonetheless, based on an assessment of the market options readily available, Vertex Nevada believes that its current relationships and contracts with existing third-parties and related parties are the most beneficial ones currently available to it.
 
In January 2009, Vertex LP entered into a Feedstock Supply Agreement and an Additional Consideration Agreement with a third party, the rights to which agreement were transferred to Vertex Nevada in connection with the Merger. These agreements contemplate the construction, by the third party, of a re-refinery plant, which Vertex Nevada has agreed to supply. Effectiveness of these agreements is contingent on the third party obtaining financing to complete the construction of the plant, which is required to occur by April 15, 2010.
 
In the future Vertex Nevada may revisit its contract-based, capital-efficient asset strategy and may determine if it is in its best interest to buy or build, own and maintain the assets and infrastructure necessary to operate its current business or to accommodate growth plans.
 
Vertex was previously in the process of negotiating a new agreement in connection with its recovered oil supply agreement with Omega Refining, LLC (“ Omega ”), while still operating under the terms of our prior contract, which expired on September 30, 2008.  On or about May 4, 2009, Vertex Nevada concluded that Omega had no intention to continue operations pursuant to the terms of the previously expired agreement.  Vertex is currently operating under a “ spot market ” relationship with Omega and a few other buyers of black oil for its supply of recovered oil and has been since May 2009.  The Company plans to continue providing monthly “ spot contracts ” for the purchase of recovered oil on a moving forward basis.  This new structure is a change from our prior relationships which held us to a “ performance margin ”, to relationships in which we are able to participate in the market spreads that can be gained based on how we buy and sell our products.   However, instead of maintaining consistent revenues from our relationship with Omega, as we did under the terms of the prior agreement, any revenues we generate from a new “ spot market ” relationship will be subject to Omega and other buyer’s actual monthly need for recovered oil and the market rates and spreads associated with such recovered oil.
 
Prior to the termination by Omega of our original working relationship, described above, substantially all of our Black Oil revenues were generated through our relationship with Omega.  As a result, our revenues and results of operations could be adversely affected as a result of the termination of our previous working arrangement with Omega, and our subsequent entry into a “ spot market ” relationship with Omega.  The Company is also actively working to establish arrangements with other potential customers of its products such as blenders and burners of Black Oil.
 
Additionally, as a result of the loss of its contractual relationship with Omega (as described above), Vertex Nevada has had significantly less demand for its previously contracted supply of feedstock and has previously re-negotiated its agreement with a large volume supplier of feedstock to decrease the volume and price of the feedstock which they had previously been supplying to Vertex Nevada.  If Vertex Nevada does not honor the terms of the agreement as re-negotiated moving forward, it could become subject to litigation regarding its non-compliance with such agreement, which could in turn have an adverse effect on its operations and/or the value of its securities.
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Vertex Nevada’s current operations are undertaken pursuant to two feedstock sale agreements and two feedstock purchase agreements, not including its relationship with Omega (described above) and KMTEX.  One of the feedstock sale agreements was entered into in March 2009, for an initial term of 18 months, terminable by the buyer after the expiration of six months, subject to the terms of the agreement.  The agreement is also terminable by either party with thirty days notice of a material breach that is not cured.  The sale agreement requires that we provide between 8,000 and 22,000 barrels per calendar month of a used oil product (“ Recovery Oil ”) during the term of the agreement; provides that the buyer shall have the right of first refusal to purchase additional Recovery Oil from us, which is procured within 300 miles of their current location; and provides that the buyer pay us a price per barrel equal to our direct costs, plus certain commissions based on the quality and quantity of the Recovery Oil we supply.

The second feedstock sale agreement requires us to provide between 800 and 2,500 barrels of Recovery Oil per day to a separate buyer pursuant to a 24 month contract entered into in April 2009, and provides that the buyer pay us a price per gallon based on a premium to the market price of certain average weekly oil prices listed on the “ Platts Oilgram Price Report ”. Vertex Nevada has not yet begun supplying feedstock under the agreement, which calls for commencement of deliveries on or before July 30, 2009.  Vertex Nevada anticipates supplying Recovery Oil pursuant to the terms of the agreement provided that its Vertex Thermo-Chemical re-refining process is operational at that time.  Commissioning and restarting the Vertex Thermo-Chemical process will require additional investment in engineering and equipment related to the process and while Vertex Nevada intends to meet the timelines and specifications defined in the agreement, no assurance can be provided that it will be able to do so.

Vertex Nevada is also a party to two feedstock purchase agreements with separate third parties, pursuant to which such third parties have agreed to supply us with feedstock.  The first agreement entered into in July 2008, and amended from time to time, currently provides for us to purchase up to 100,000 gallons of feedstock form the seller per month for the months of May, June, July, August and September 2009, and up to 250,000 gallons of feedstock per month during the months from October 2009 to April 2010, with the agreement expiring at the end of April 2010.  The second supply agreement, for the purchase of Pygas, is in effect until April 30, 2010, continuing thereafter unless terminated 90 days prior to the renewal date by either party, and provides for us to purchase all Pygas which the seller produces in the normal course of business.  The purchase price per gallon for each agreement is based on a discount to the market price of certain average weekly oil prices listed on the “ Platts Oilgram Price Report ”.

The following summarizes the third party contracts and relationships relating to Vertex Nevada, as well as the risks if such contracts or relationships are terminated:
 
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Third Party
 
KMTEX Refining Facility
Used Oil Supply Contracts
     
Services Performed:
Vertex Nevada gathers hydrocarbon streams in the form of petroleum distillates, transmix and other chemical products that have become off-specification during the transportation or refining process. These feedstock streams are purchased from pipeline operators, refineries, chemical processing facilities and third-party providers, processed on Vertex Nevada’s behalf by a third-party facility pursuant to a toll-based arrangement, and then resold by Vertex Nevada.
Vertex Nevada purchases used oil (or “ black oil ”) from over 50 suppliers. These suppliers include small collectors who operate small fleets to collect used oil from garages and lube shops and larger collectors and aggregators who collect larger volumes and consider Vertex Nevada to be one of their potential off-take partners for a portion of their collected volumes. Much of this business is done at prices indexed to the spot market for No. 6 oil.
 
Ownership:
The refinery facility is owned by an independent third-party.
Vertex Recovery is one of the suppliers of used oil to Vertex Nevada. Vertex Recovery is 92.5% owned by Vertex LP, whose general partner is VTX (which is controlled by Benjamin Cowart). Approximately 15% of Vertex Nevada’s  incoming oil has historically been supplied by Vertex Recovery, and the remaining 85% is gathered through various used oil supply contracts with third-party vendors and spot market purchases.
                                               
                                                        
                                                        
Existing Terms:
Although the contract pursuant to which this arrangement is carried out expired in November 2008, but has since continued on a month-to-month basis, management is in the process of negotiating a new contract under similar terms. Vertex Nevada leases or rents tank space at the KMTEX for raw materials and finished goods storage. The contract also includes a tolling arrangement on the per pound or per gallon throughput wherein Vertex Nevada buys time on one of the KMTEX refining towers for processing the Vertex Nevada-owned materials. The contract included certain minimum volumes and was cancellable by either party on 90 days written notice.
Used oil supply contracts with third party vendors tend to have one-year term based on an index to No. 6 oil prices.
 
Anticipated Consequences if Relationship Terminated:
Vertex Nevada would either need to find another contract refinery to provide similar services, or Vertex Nevada would need to cease operating its Refining division. In the Southeastern U.S. there are many contract refinery operations and Vertex Nevada management believes other contract-based refining capacity in the region could be identified and secured.
Vertex Nevada would need to find new suppliers of used oil streams at pricing consistent with its historical performance. If Vertex Nevada is unable to find such suppliers under such terms, then Vertex Nevada’s revenues and earnings would be negatively impacted.


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The following summarizes the related-party contracts and relationships we expect will continue following the Merger, as well as the risks if such contracts or relationships are terminated:
 
   
Related Party
   
CrossRoad
Carriers
(“ CRC ”)
 
Vertex
Recovery
And
Subsidiaries
(“ VR ”)
 
Vertex
Residual
Management
Group, LP
(“ VRM ”)
 
Cedar Marine
Terminal
(“ CMT ”)
                                           
   
                                            
   
                                            
   
                                            
   
                                            
Services Performed :
   
CRC is a transportation company engaged in the transporting of petroleum fuels, bio fuels and chemicals.
   
VR is a generator solutions company for the proper recycling and management of petroleum products. VR receives petroleum products from various third parties and generally works as a broker for petroleum products. VR is a “ third party supplier ” – a company that collects petroleum products (“ Feedstock ”) from various generators and then resells such Feedstock. A “ generator ” is any person or entity whose activity or process produces used oil or whose activity first causes used oil to be subject to regulation (for example, an automotive service center that performs oil changes). Vertex Nevada is not currently a generator or a third party supplier, but is only a purchaser of Feedstock, through VR and/or through an alternative third party supplier.
   
VRM is an environmental consulting services company. VRM provides environmental compliance, residual management and regulatory oversight services (including permitting) to Vertex Nevada.
   
CMT is a marine terminal that is engaged in the storage and terminaling of petroleum fuels. CMT is contracted to store products for Vertex Nevada as well as for third parties.
 
CMT is also working on new “ thermal/chemical extraction technology ” – a process infrastructure located at the Cedar Marine Terminal, operated and managed by CMT, consisting of multiple tanks, associated piping and proprietary design and engineering for the thermal/chemical extraction of used motor oil.
 
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Ownership:
 
95.1% owned by Vertex LP and affiliated with Benjamin P. Cowart, Vertex Nevada’s Chairman and Chief Executive Officer, who serves as the general partner of CRC through VTX, Inc., an entity owned by Mr. Cowart.
 
92.5% owned by Vertex LP, whose general partner is VTX.
 
69% owned by Vertex LP and controlled by Mr. Cowart through his ownership of VTX.
 
99% owned by Vertex LP and controlled by Mr. Cowart through his ownership of VTX
                 
Existing Terms:
 
CRC provides transport services for Vertex Nevada as well as for various third parties.
 
Historically, approximately 25% of CRC’s revenue has been generated from Vertex LP, and an additional 10% from companies affiliated with Vertex LP. In addition, approximately 60% of the feedstock that comes into Vertex Nevada is transported by CRC, and 85-90% of Vertex Nevada’s trucking needs are fulfilled by CRC.
 
In connection with the Merger, Vertex LP and Vertex Nevada entered into a Services Agreement pursuant to which CRC agreed to continue to perform services for Vertex Nevada at market rates.
 
 
VR sells products to Vertex Nevada and/or acts as a broker in connection with sales. VR’s established business practice is for Vertex Nevada to have the first option to accept or not to accept any feedstock streams which VR becomes aware of at the current market price.
 
No written agreements or understandings currently exist between VR and Vertex Nevada other than the Services Agreement, described
below.
 
Approximately 25-35% of Vertex Nevada’s total feedstock comes from VR.
 
VRM provides compliance services to Vertex Nevada pursuant to the terms of a Services Agreement, described below.
 
 
Vertex Nevada entered into an addendum to CMT’s lease agreement with the Terminal.
 
CMT provides terminaling services to Vertex Nevada pursuant to a Services Agreement and Operating and Licensing Agreement.
 
Pursuant to the Operating and Licensing Agreement (described greater detail below), Vertex Nevada has the right to license the thermal/chemical extraction technology from CMT at a price equal to the documented net development costs of such technology. It is anticipated that CMT will operate the actual thermal/chemical extraction technology and Vertex Nevada will pay an operations fee to CMT. Although it is currently anticipated that Vertex LP and Vertex Nevada will be the only entities using the thermal/chemical extraction technology, however, because the license will be non-exclusive, CMT may license the technology to other parties and/or sell the technology outright. CMT currently provides terminaling services to Vertex Nevada’s competitors and may increase the volume of such services in the future.
 
Additionally, Vertex Nevada shares in water treatment operations from CMT, which are supplied at cost plus 10%.
 
 
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Business Operations
 
Vertex Nevada engages primarily in the recycling of used motor oil and other hydrocarbons. This is accomplished (1) through Vertex Nevada’s Black Oil division, which aggregates used motor oil from third-party collectors and manages the delivery of this feedstock primarily to a third-party re-refining facility and (2) through Vertex Nevada’s Refining and Marketing division, which aggregates hydrocarbon streams from collectors and generators and manages the delivery of the hydrocarbon products to a third-party facility for further processing, and then manages the sale of the end products. In addition, Vertex Nevada proposes to implement proprietary thermo-chemical upgrading technology that will process used motor oil and convert it to higher value products such as marine cutterstock and vacuum-gas blendstock.
 
Black Oil
 
Through its Black Oil division, which has been operational since 2001, Vertex Nevada recycles used motor oil by purchasing it from a network of local and regional collectors with which Vertex Nevada has existing relationships, consolidating it for efficient delivery, and selling it to third-party re-refiners. The collectors obtain motor oil from motor oil change service stations, automotive repair shops, manufacturing facilities, petroleum refineries and petrochemical manufacturing operations, as well as from used motor oil brokers. Historically, substantially all of the feedstock that is gathered from these collectors has been transported by truck, rail, or barge to a third-party re-refinery in Marrero, Louisiana. This re-refinery, which until recently was owned by Chevron-Texaco, purchased Vertex Nevada’s feedstock pursuant to an arrangement with Vertex Nevada. The re-refinery then upgrades and sells the product for its own account. A contract with Chevron-Texaco (which was recently assigned by Chevron-Texaco to Omega Refining LLC (“ Omega ”) in connection with the sale of the re-refinery by Chevron-Texaco to Omega), sets forth payment and other terms such as volume and oil specifications and minimum purchase requirements, and includes a minimum fee per gallon plus a performance margin. The contract was initially entered into in September 2001 and had remained in effect for the majority of the following eight years, pursuant to a series of renewals. The contract expired effective September 30, 2008. On or about May 4, 2009, Vertex Nevada concluded that Omega had no intention to continue operations pursuant to the terms of the previously expired agreement.  Vertex is currently operating under a “ spot market ” relationship with Omega and a few other buyers of black oil for its supply of recovered oil and has been since May 2009.  The Company plans to continue providing monthly “ spot contracts ” for the purchase of recovered oil on a moving forward basis.  This new structure is a change from our prior relationships which held us to a “ performance margin ”, to relationships in which we are able to participate in the market spreads that can be gained based on how we buy and sell our products.   However, instead of maintaining consistent revenues from our relationship with Omega, as we did under the terms of the prior agreement, any revenues we generate from a new “ spot market ” relationship will be subject to Omega and other buyer’s actual monthly need for recovered oil and the market rates and spreads associated with such recovered oil.
 
Vertex Nevada will continue to seek other potential customers, including (1) other re-refineries, (2) Gulfcoast No. 6 oil blenders that Vertex Nevada believes could use Vertex Nevada’s product as a cutter-stock for residual fuel oil blends that are sold worldwide, and (3) inland manufacturers that could use Vertex Nevada’s product as a replacement btu fuel for No. 6 oil, No. 2 oil and natural gas. Sales to this re-refinery have historically made up at least 40% of Vertex Nevada’s revenues.
 
To position itself for growth and to diversify its business, Vertex Nevada recently began diverting a small portion of its feedstock to Vertex Nevada’s leased storage facilities in Baytown, Texas. As described in more detail below under “ Proposed Re-Refining Group, ” this feedstock is then re-refined on a research and development basis by an affiliate of Vertex LP utilizing proprietary technologies owned by this affiliate. In May 2008, small amounts of this re-refined oil were successfully sold to third parties. To date, however, substantially all of Vertex Nevada’s Black Oil division revenue has been generated through the Chevron-Texaco/Omega contract and relationship.
 
Refining and Marketing Division
 
Through its Refining and Marketing division, which has been operational since 2004, Vertex Nevada recycles hydrocarbon streams by (1) purchasing and aggregating these streams from collectors and generators, (2) managing the delivery of these streams to a third-party facility and determining conditions for re-processing into higher value refined end-products, and (3) managing the sale of the end-products. Vertex Nevada gathers hydrocarbon streams in the form of petroleum distillates, transmix and other chemical products that have become off-specification during the transportation or refining process.
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These feedstock streams are purchased from pipeline operators, refineries, chemical processing facilities and third-party providers, processed on Vertex Nevada’s behalf by a third-party facility, and then resold by Vertex Nevada. The end products are typically three distillate petroleum streams (gasoline blendstock, fuel oil cutter-stock and pygas), which are sold to major oil companies or to large petroleum trading and blending companies. The end products are delivered by barge and truck to customers. Because the end products that Vertex Nevada sells through this division are commodities, the profitability of this division is driven by the ability of Vertex Nevada to efficiently acquire and aggregate feedstock. In addition, Vertex Nevada seeks to reduce its commodity price risk by maintaining a policy of quick inventory turnover and by seeking to purchase feedstocks at discounts sufficient to provide adequate protection against market volatility in commodity pricing.  Vertex Nevada recognizes revenue from this division upon sale of product.  Revenue includes revenue from all operations of the Refining and Marketing division.

Vertex Nevada’s revenues are affected by changes in various commodity indices, including crude, natural gas quoted on the New York Mercantile Exchange, or NYMEX, and the 6-oil index.  During times of rising markets, the Refining and Marketing division tends to experience increased gross margins.  Conversely, during times of sharp market declines the Refining and Marketing division is susceptible to large decreases in its gross margin.
 
Proposed Re-Refining Group
 
In an effort to diversify Vertex LP’s business operations, in 2005, Cedar Marine Terminal (“ CMT ”), an affiliate of Vertex LP, acquired a third-party’s development stage business formed to employ a proprietary thermal-chemical extraction technology designed to process used motor oil and convert it to higher value products such as vacuum gas oil, marine cutterstock, and asphalt flux. The pilot plant for this business was completed and successfully commissioned by the original owner in 2002, and a full-scale facility was completed in 2003. This full-scale facility failed, however, due to, among other issues, poor construction on the reactor. CMT recently began re-refining and selling a limited amount of product utilizing a second proprietary technology on a test-basis. As described in greater detail under “ Certain Relationships and Related Party Transactions ”, Vertex Nevada has the right to license this technology from CMT by paying CMT its total development costs to date (approximately $1.4 million) and use the pre-existing plant on a cost-plus-10% basis, and has the right to purchase CMT (and therefore the equipment and intellectual property used in the process) pursuant to a right of first refusal described elsewhere in this report. Vertex Nevada currently estimates that the cost to construct a functional full-scale commercial process would be approximately $2.5 to $5.0 million, based on throughput capacity. The facility infrastructure would be an additional expense to these proposed process costs and would depend on the location and site specifics of the facility. Vertex Nevada may also seek to utilize other alternative technologies to take petroleum streams and transform them into useful products designed to bring a higher value. These technologies may be available through internal development, acquisitions or licensing arrangements.
 
Biomass Renewable Energy Subsidiary
 
World Waste’s business development opportunities related to the development, design, construction and operation of facilities designed to convert municipal solid waste and other waste streams into useable commodities and products are held in Vertex Nevada’s wholly-owned subsidiary, Vertex Merger Sub, LLC, following the Merger. Moving forward, Vertex Nevada will consider all options related to the subsidiary’s future plans. Such options may include, but will not be limited to: (1) shutting down the business development effort, (2) endeavoring to sell the business development assets in the subsidiary to generate cash to fund other Vertex Nevada growth initiatives, (3) raising new funds for the division, or (4) finding other joint development opportunities designed to result in some value for the shareholders of Vertex Nevada. If Vertex Nevada pursues these project development efforts, we cannot assure you that the subsidiary will successfully bring any projects to a point of financing or successful construction and operation.
 
Market
 
Vertex Nevada competes primarily in the used motor oil collection market, as well as in the markets for the refining and trading of petrochemical products. The used motor oil collection market is highly fragmented with more than an estimated 700 used oil collectors nationwide. Based on a U.S. Department of Energy study dated July 2006, the current estimated volume of used motor oil recycled each year is 945 million gallons, of which it is estimated that 83% is burned and 17% is re-refined. Vertex Nevada believes that there is a significant opportunity to increase the percentage of used motor oil that is re-refined rather than burned. Vertex Nevada collected approximately 29 million gallons of used motor oil in 2007, which accounted for approximately 3% of the entire recycled volume and approximately 18% of the estimated 160 million gallons that are re-refined. This used motor oil is collected from garages, vehicle dealerships, quick lube change installations, and other commercial and industrial businesses. Market participants include used motor oil collectors, transporters/brokers, processors, re-refiners and used motor oil burners. Collected used motor oil is often recycled and subsequently burned by various users such as asphalt companies, paper mills and industrial facilities as an alternative to their base load natural gas or other liquefied fuels, to offset operational costs. The market size of the refining business in the Gulf Coast Region of the US (Vertex Nevada’s primary market) is estimated at 2.0 million barrels per year.
-16-

Competitive Business Conditions
 
The industrial waste and brokerage of petroleum products industries are highly competitive. There are numerous small to mid-size firms that are engaged in the collection, transportation, treatment and brokerage of virgin and used petroleum products. Competitors include, but are not limited to: Safety-Kleen, Rio Energy, Inc., and FCC Environmental (formerly Siemens Hydrocarbon Recovery Services). These competitors actively seek to purchase feedstock from local, regional and industrial collectors, refineries, pipelines and other sources. Competition for these feedstocks may result in increasing prices to obtain used motor oil and transmix feedstocks critical to the success of Vertex Nevada’s business model. In order to remain competitive, Vertex Nevada must control costs and maintain strong relationships with its feedstock suppliers. Vertex Nevada’s network of approximately 50 feedstock suppliers minimizes the reliance on any single supplier. Sales of the aggregated used motor oil product are based on a supply contract which includes a range of prices which changes based on feedstock quality specifications and volumes. This pricing structure helps to insulate Vertex Nevada from inventory risk by ensuring a spread between costs to acquire used motor oil feedstock and the revenues paid for delivery of the feedstock. Vertex Nevada believes that price and service are the main competitive factors in the used motor oil collection industry. Vertex Nevada believes that its ability to accept large volumes of oil year round gives it an advantage over many of its competitors. Vertex Nevada also believes that its storage capacity and ability to process the streams of products that it receives and its ability to transport the end product through barge, rail and truck gives it an advantage over many of its competitors in the refining industry.
 
Although Mr. Cowart and other employees of Vertex Nevada are prohibited from competing with Vertex Nevada while they are employed with Vertex Nevada and for six months thereafter, none of such individuals will be prohibited from competing with Vertex Nevada after such six month period ends. Additionally, none of Mr. Cowart’s affiliated companies, including Vertex LP, are prohibited from competing with Vertex Nevada. Accordingly, any of these individuals or entities could be in a position to use industry experience gained while working with Vertex Nevada to compete with Vertex Nevada. Such competition could increase Vertex Nevada’s costs to obtain feedstocks, and increase its costs for contracting use of operating assets and services such as third party refining capacity, trucking services or terminal access. Furthermore, such competition could distract or confuse customers, reduce the value of Vertex Nevada’s intellectual property and trade secrets, or result in a reduction in the prices Vertex Nevada is able to obtain for its finished products. Any of the foregoing could reduce Vertex Nevada’s future revenues, earnings or growth prospects.
 
Suppliers/Customers
 
Vertex Nevada conducts business with approximately 50 feedstock suppliers from various business segments, including motor oil change service stations, automotive repair shops, manufacturing facilities, petroleum refineries and petrochemical manufacturing operations, as well as brokers. The Black Oil division has historically aggregated, transported, and sold these feedstocks to one primary customer, which represented a significant portion of Vertex Nevada’s revenues.  As a result of the termination of this agreement with Omega (as described above) in fiscal 2009 and our entry into a “ spot market ” relationship with Omega, our results of operations could be adversely affected.  The Company is actively working to establish arrangements with other potential customers of its products such as blenders and burners of Black Oil, as described above.
 
 With respect to its Refining and Marketing division, Vertex Nevada does not rely solely on its contracts, but also on a strong spot market to support the sale of its end products, which are commodities. Vertex Nevada has and expects to continue to maintain positive working relationships with its customers.
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Seasonality
 
The industrial hydrocarbon recovery business is seasonal to the extent that it is dependent on streams from seasonal industries. For example, asphalt plants burn recycled waste oil in their process, placing pricing and supply availability constraints on the industry during the good weather construction and road building seasons. In Vertex Nevada’s current markets, road paving typically occurs from late spring to early fall. Therefore, it is somewhat easier to procure certain waste streams during winter months when competition for used motor oil feedstock has historically not been as strong.
 
Regulatory Environment
 
Vertex Nevada operates in a highly regulated and competitive environment that is subject to change, particularly in the area of environmental compliance. Its operations are regulated by federal, state, county and, in some jurisdictions, city, regulations. Vertex Nevada’s compliance challenges arise from various legislative and regulatory bodies influenced by political, environmental, health and safety concerns.
 
For example, changes in federal regulations relating to the use of methyl tertiary butyl ether and new sulfur limits for product shipped on domestic pipelines resulted in tightened specifications of gasoline blendstock that Vertex Nevada was refining, causing a corresponding decrease in revenue and gross margin growth during 2006, as compared to prior years. This change in regulation, as well as other emission-related regulations, had a material impact on the entire petroleum industry, and Vertex Nevada adapted and managed its operations to finding materials better suited to comply with these regulations.
 
Vertex Nevada must also obtain and maintain a range of federal, state and local permits for its various logistical needs as well as its planned industrial processes.
 
Inflation and Commodity Price Risk
 
To date, Vertex Nevada’s business has not been significantly affected by inflation. Vertex Nevada purchases petroleum and distressed hydrocarbon products for consolidation and delivery, as well as for its own refining operations. By virtue of constant changes in the market value of petroleum products, Vertex Nevada is exposed to fluctuations in both revenues and expenses. Vertex Nevada does not currently engage in an active hedging program, as the inventory/finished product turnover occurs within approximately four to six weeks, thereby limiting the timeline of potential exposure. The purchase of Vertex Nevada’s used motor oil feedstock tends to track with natural gas pricing due to the market’s typical practice of substituting used motor oil and natural gas as a fuel source for various industrial processes. On the other hand, the prices of the products that may in the future be generated through the re-refining processes that Vertex Nevada hopes to develop are expected to track with market pricing for marine diesel No. 2 oil and vacuum-gas oil. The recent rise in oil prices has increased the spread between the price of used motor oil, feedstock and re-refining end-products.
 
Biomass Renewable Energy Subsidiary
 
As a result of the Merger, the business development opportunities related to World Waste’s efforts to develop, design, build, own and operate facilities designed to convert municipal solid waste and other waste streams into useable commodities and products are held in a wholly owned subsidiary of Vertex Nevada. Moving forward, Vertex Nevada will consider all options related to the subsidiary’s future plans. Such options may include, but will not be limited to: (1) shutting down the business development effort, (2) endeavoring to sell the business development assets in the subsidiary to generate cash to fund other Vertex Nevada growth initiatives, (3) raising new funds for the division, or (4) finding other joint development opportunities designed to result in some value for the shareholders of Vertex Nevada. If Vertex Nevada pursues these project development efforts, we cannot assure you that the subsidiary will successfully bring any projects to a point of financing or successful construction and operation.
 
Vertex Nevada Strategy
 
Vertex Nevada’s goal is to continue to profitably grow its business of recycling used motor oil and other hydrocarbons. Strategies to achieve this goal include (1) growing revenues in its core businesses, (2) seeking to increase margins through developing additional processing capabilities, including but not limited to the Vertex Thermo-Chemical upgrading process, and (3) increasing market share through greenfield development or through acquisitions.
-18-

 
·
Vertex Nevada’s primary focus is to continue to supply used motor oil and other hydrocarbons to its existing customers and to cultivate additional feedstock supply volume by expanding relationships with existing suppliers and developing new supplier relationships. Vertex Nevada will seek to maintain good relations with its existing suppliers, customers and vendors and the high levels of customer service necessary to maintain these businesses. Vertex Nevada plans to seek to develop relationships with several other re-refining facilities to serve as such facilities’ primary and exclusive feedstock provider.

 
·
Vertex Nevada hopes to improve margins by applying new technologies, including but not limited to the Vertex Thermo-Chemical upgrading process, to existing and new feedstock streams. Vertex Nevada plans to build various processes to implement proprietary company-owned, leased, or potentially acquired technologies to upgrade feedstock materials to create marine cutterstock, vacuum gas oil and other value-added recycled energy products. In so doing, Vertex Nevada hopes to substantially improve margins from its historical results operating as a value-added logistics provider, to actually upgrading its used motor oil and transmix inventories and selling the upgraded products.

 
·
Vertex Nevada plans to seek to grow market share by consolidating feedstock supply through partnering with or acquiring collection and aggregation assets. For example, Vertex Nevada may seek to use a combination of stock and cash to acquire or joint venture with various local used motor oil collectors and aggregators, technology providers, real estate partners and others. Such acquisitions, if successful, could add to revenues and give Vertex Nevada better control over the quality and quantity of feedstock available to it for resale and/or upgrading. This may include the greenfield development of collection assets, terminals, re-refining facilities and equipment and opportunistic mergers and acquisitions.
 
Employees
 
Vertex Nevada has 11 full-time employees. Vertex Nevada believes that its relations with its employees are satisfactory.
 
Legal Proceedings
 
Although Vertex LP is a party to several legal proceedings and certain pending litigation matters in connection with its operations; Vertex Nevada does not believe that any of those proceedings will have a material adverse effect its operations moving forward. Additionally, pursuant to the terms of the merger agreement, Vertex LP has agreed to indemnify and hold Vertex Nevada harmless against any liability in connection with such legal proceedings.
 
Properties
 
Vertex Nevada sub-leases office space from Vertex LP at its current principal executive office located at 1331 Gemini St., Houston, Texas 77058. The office rent is approximately $3,710 per month for 1,350 square feet, and the facility lease expires in April 2011. Additionally, Vertex Nevada leases approximately 30,000 barrels in storage capacity for its Black Oil division at Cedar Marine Terminal, Texas. The monthly lease expense is $22,500 and the lease expires in August 2009.

SUMMARY SELECTED HISTORICAL FINANCIAL DATA OF
VERTEX HOLDINGS, L.P., FORMERLY VERTEX ENERGY, L.P.

(certain assets, liabilities and operations related to its Black Oil division, and certain assets, liabilities and operations of the Refining and Marketing division)

The following summary statement of operations data for the fiscal years ended December 31, 2008 and, 2007 and summary balance sheet data as of December 31, 2008 and 2007 have been derived from Vertex LP’s audited financial statements.  The statement of operations data for the three months ended March 31, 2009 and 2008 and the balance sheet data at March 31, 2009, have been derived from Vertex LP’s unaudited interim financial statements.

You should read this selected summary historical financial data together with the financial statements and the related notes thereto, and management’s discussion and analysis of operations and financial condition of Vertex Nevada, all of which are included herein.  All references throughout this filing to Vertex Nevada’s financial statements relate to the financial statements of certain assets, liabilities and operations related to a significant customer of Vertex LP, and certain assets, liabilities and operations of the refining division of Vertex LP, which were transferred from Vertex LP to Vertex Nevada in connection with the Merger.

   
Audited
For the year ended
December 31,
   
(Unaudited)
For the three months ended
March 31,
 
   
2008
   
2007
   
2009
   
2008
 
   
(in thousands)
 
Selected Summary
Statement of Operations data:
                       
Total revenue                                                    
  $ 65,213     $ 42,025     $ 7,857     $ 14,663  
Cost of revenue                                                    
    63,333       38,825       7,839       13,705  
Gross profit                                                    
    1,880       3,200       18       958  
Selling, general, and administrative expenses
    2,157       969       598       354  
Income (loss) from operations                                                    
    (277 )     2,231       (580 )     604  
Net income (loss)                                                    
    (277 )     2,231       (580 )     604  
                                 
                                 

   
December 31,
   
(Unaudited)
March 31,
 
   
2008
   
2007
   
2009
 
   
(in thousands)
 
Selected Summary Balance Sheet data:
                 
Total assets
  $ 4,572     $ 5,290     $ 3,405  
Total liabilities
    4,513       4,010       3,977  
Partners’ capital (deficit)
    59       1,280       (572 )
                         

-20-


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS – VERTEX NEVADA
 
Forward-Looking Information
 
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and related notes beginning on page F-1 of this filing.  You are also urged to review the cautionary statement regarding forward-looking statements on page 9 and the section entitled “ Risk Factors ” beginning on page 32 of this filing for a description of important factors that could cause actual results to differ from expected results.
 
Overview
 
The divisions transferred to Vertex Nevada in the Merger (the “ Vertex Nevada Business ”) were previously a part of Vertex LP.  Vertex LP and its subsidiaries provide a range of services designed to aggregate, process, and recycle industrial and commercial waste streams, including the services and assets which were transferred to Vertex Nevada immediately upon effectiveness of the Merger, which was effective on April 16, 2009.  Vertex LP provided these services in 13 states, with its primary focus in the Gulf Coast Region of the United States.  Not all of Vertex LP’s business lines were transferred to Vertex Nevada.  See “ Certain Relationships and Related Party Transactions.
 
Vertex Nevada engages primarily in the recycling of used motor oil and other hydrocarbons.  This is accomplished (1) through Vertex Nevada’s Black Oil division, which aggregates used motor oil from third-party collectors and manages the delivery of this feedstock primarily to a third-party refining facility, and (2) through Vertex Nevada’s Refining and Marketing division, which aggregates hydrocarbon streams from collectors and generators and manages the delivery of the hydrocarbon products to a third-party facility for further processing, and then manages the sale of the end products.  In addition, Vertex Nevada proposes to implement proprietary thermo-chemical upgrading technology that will process used motor oil and convert it to higher value products such as cutterstock and vacuum-gas blendstock.
 
The following discussion retroactively reflects the transfer of the Vertex Nevada Business to Vertex Nevada and assumes that Vertex Nevada (and the Vertex Nevada Business) has, for the periods presented, operated as a stand-alone entity.
 
Commercial Operations without Long-term Assets
 
No significant assets were transferred to Vertex Nevada in connection with the Merger because the Vertex Nevada Business currently contracts on a fee-paid basis for the use of all assets it deems to be necessary to conduct its operations, from either independent third-parties or related-parties.  These assets are made available to Vertex Nevada at market rates.  Management of Vertex Nevada has chosen to contract for the use of assets rather than purchase or build and own them in order to provide flexibility in its capital equipment requirements in the event there is a need for more or less capacity due to rapid growth or contraction in the future.  Vertex Nevada expects that it will continue to rely on contracts for access to assets going forward, to avoid the initial capital expenditures that would be required to build its own facilities. Management believes that contracting for, instead of buying or building, capital infrastructure is a prudent business decision because in addition to allowing Vertex Nevada to avoid significant initial capital outlays and ongoing depreciation charges and maintenance expenditures related to such capital outlays, it also enables Vertex Nevada to grow more quickly, because Vertex Nevada needs only to raise the working capital necessary to accommodate expected future growth rather than having to raise both working capital and investment capital.
 
Vertex Nevada’s management believes that contracting for assets will allow its Refining business unit to access a high-quality, large-capacity, full-service, third-party owned refining facility named KMTEX located in Port Arthur, Texas.  Vertex Nevada expects to use this refinery on an as-needed and part-time basis through a tolling arrangement where it pays a volume-based fee to KMTEX for each gallon processed through its facility.  This enables Vertex Nevada to schedule and plan processing " campaigns " periodically as incoming inventory dictates demand.  Each campaign has different timing and operating conditions for the run and the KMTEX facility possesses the appropriate storage infrastructure, monitoring systems, and transloading facilities to accommodate Vertex Nevada’s large, but irregular volumes.  Vertex Nevada will continue to pay this tolling fee to KMTEX for the use of their refinery, and in so doing gains access to a facility, which would otherwise require a substantial capital investment if Vertex Nevada were to build the facility itself.
-21-

Vertex Nevada contracts for space and services from the Cedar Marine Terminal through a market-rate, related-party transaction.  In this arrangement Vertex Nevada pays a fee to Cedar Marine Terminal for offloading services, storage capacity, simple de-watering processes, and transfer operations to fill third-party owned barges.  Again, contracting for this terminal capacity is less capital intensive for Vertex Nevada than trying to build and maintain this equipment and providing these services internally.  In both of these examples, Vertex Nevada believes that the strategy of contracting for assets maximizes the efficient use of its available capital.
 
In the future, Vertex Nevada may revisit its contract-based, capital-efficient asset strategy and may determine it is in the best interest of the shareholders and Vertex Nevada to buy or build, own and maintain the assets and infrastructure necessary to operate its current business or to accommodate growth plans.
 
The divisions of Vertex Nevada, when operating under Vertex LP, used this capital efficient strategy for several years, and this same basis is reflected in the performance reported in Vertex Nevada’s historical financials.  Essentially, the Refining and Marketing division has contracted for the use of and will continue to contract for the use of operating assets from KMTEX; and the Black Oil division has contracted for the use of and will continue to contract for the use of terminal assets from Cedar Marine Terminal L.P. and trucking assets from Cross Road Carriers, L.P. (both Cedar Marine Terminal and Cross Road Carriers are majority owned by Benjamin P. Cowart, the Chairman and CEO of Vertex Nevada, please see the Certain Relationships and Related Party Transactions section of this filing for further information on the terms of these transactions).
 
In the event Vertex Nevada is not able to maintain contracts with these entities for access to these assets and related services at fair-market prices, or at all, then Vertex Nevada would seek to contract with other third-party entities to provide refining, trucking, and terminaling assets or services as needed to operate and grow the business of Vertex Nevada.  The management of Vertex Nevada can provide no specific assurances that such assets and services could be acquired at fair-market prices, or at all, however, given the relative availability of refining, trucking, and terminaling infrastructure and services in the Gulf Coast region of the United States, Vertex Nevada believes it is reasonable to assert that it could replace its contracted assets and services with other third-party providers, if necessary.  Nonetheless, based on an assessment of the market options readily available, Vertex Nevada believes that its current relationships and contracts with existing third-party and related party providers are the most beneficial ones that can be arranged for the shareholders of Vertex Nevada at this time.
 
Cost of Revenues
 
Cost of revenues for Vertex Nevada’s Black Oil division are comprised primarily of feedstock purchases from its network of providers. Other cost of revenues include transportation costs incurred by third parties, purchasing and receiving costs, analytical, commissions, surveying and storage costs.  These costs are all included in cost of revenue.  Feedstock, surveying, and brokerage fees were based on the actual costs incurred and offsite storage (warehousing), service and transportation costs were allocated based on the volume attributable to the Omega relationship divided by the total volume sold.
 
Vertex Nevada’s Refining and Marketing division incurs cost of revenues relating to the purchase of feedstock, purchasing and receiving costs, and inspection and processing of the feedstock into gasoline blendstock and marine cutterstock by a third party. Cost of revenues also include brokers fees, inspection and transportation costs. All of the cost of revenues of the Refining and Marketing division are included in cost of revenues.
-22-

Vertex Nevada’s cost of revenues are affected by changes in various commodity indices, including crude, natural gas quoted on the New York Mercantile Exchange, or NYMEX, and the 6–oil index. For example, if the price for crude increases, the cost of solvent additives used in the production of blended oil products, and fuel cost for transportation cost from third party providers will generally increase. Similarly, if the price of crude falls, these costs may also decline.
 
General and Administrative Expenses
 
Vertex Nevada’s general and administrative expenses consist primarily of salaries and other employee-related benefits for its executive, administrative, legal, financial and information technology personnel, as well as outsourced and professional services, rent, utilities, and related expenses at its headquarters, as well as certain taxes.  Various general and administrative expenses such as communication, insurance, wages and salaries, rent, telephone and utilities were allocated from the Black Oil division for the servicing of the Omega relationship based on the carved-out operations share of the total expenses by head count.
 
Vertex Nevada will incur higher general and administrative expenses as a result of the Merger. These expenses are expected to include additional accounting and finance expenses, audit fees, legal fees and corporate governance expenses, exchange listing fees, transfer agent and stockholder-related fees, and increased premiums for director and officer liability insurance coverage. Vertex Nevada expects that it will incur additional expenses in the range of approximately $400,000 to $800,000 annually.
 
Gain (Loss) From Hedging Activities
 
During 2005 and, to a lesser extent, 2006, Vertex Nevada entered into contracts intended to partially hedge its exposure to price fluctuating inventories.  These contracts covered Vertex Nevada’s inventories of feedstock at amounts significantly less than its actual usage, and are not considered an integral part of the cost of acquiring feedstock when purchased.  In 2007, Vertex Nevada discontinued such hedging activities.  These losses are reflected in selling, general and administrative expense. The entire amount of the hedging contracts are attributable to the carve-out.
 
Interest Expense
 
Vertex Nevada’s interest expense represents allocable interest incurred by Vertex LP from its line of credit on behalf of Vertex Nevada.  The initial draw-down of the related party note was made in 2006, and the note was fully repaid in 2007.  The line of credit was used to finance operating expenses. The amount of the line of credit was allocated to the carved-out operations based on the carved-out operations’ share of the advances.
 
Allocation of Expenses
 
Moving forward after the effective date of the Merger on April 16, 2009, Vertex Nevada records the direct expenses that it incurs with respect to the expenditures outlined below.  The historical financial statements include an allocation of indirect overhead to Vertex Nevada from Vertex LP, and between the divisions of Vertex Nevada, which is based on headcount.  After taking into consideration specific costs that relate or could be allocated to Vertex Nevada, approximately two-thirds of such costs were allocated to the Black Oil division, with the remaining one-third allocated to the Refining and Marketing division. Direct overhead is allocated as follows:
 
 
·
Profit sharing, medical insurance and other expenses are allocated based on the number of employees performing services for the Black Oil division and the Refining and Marketing division. There was no profit sharing plan expense funded in 2007 or 2008. The number of employees performing services for the Black Oil division were 7 and 7 for the years ended December 31, 2008 and 2007 at an average salary of $63,987 and $63,987, respectively. The number of employees performing services in the Refining and Marketing division were 2 and 1 for the years ended December 31, 2008 and 2007, respectively, at an average salary of $75,500 and $100,000, respectively.  The payroll expenses associated with employees of the divisions were allocated to the carve-out entity based on the approximate time each employee devoted to the operations of the carved-out entity;
-23-

 
·
Insurance expense is allocated to the carved-out entity based on the coverage to the divisions;
 
 
·
Interest expense was allocated primarily based on calculations of the carve-out’s share of advances on Vertex Energy LP’s line of credit;
 
 
·
Hedging activities were allocated to the carve-out based on the positions aimed at offsetting fair value fluctuations of its share of inventories;
 
 
·
Legal activities were allocated to the divisions based on direct cost for services; and
 
 
·
There were no research and development expenses associated with the carved-out operations.
 
Management of Vertex Nevada believes that the above allocation methodology is reasonable and represents its best available estimate of actual costs incurred by Vertex Nevada as a whole and by each of its divisions. Such allocations, however, may not necessarily be representative of the actual costs that would have been incurred by Vertex Nevada as a stand-alone company or by its divisions.
 
Results of operations for the fiscal year ended December 31, 2008 compared to the fiscal year ended December 31, 2007
 
Set forth below are the results of operations for the year ended December 31, 2008, as compared to the same period in 2007; in the comparative tables below, increases in revenue/income or decreases in expense (favorable variances) are shown without parentheses while decreases in revenue/income or increases in expense (unfavorable variances) are shown with parentheses in the “ $ Change ” and “ % Change ” columns.
 

 
   
2008
   
2007
   
$ Change
   
% Change
 
Revenues
  $ 65,213,294     $ 42,024,499     $ 23,188,795       55 %
                                 
Cost of Revenues
    63,333,141       38,824,591       24,508,550       63 %
                                 
Gross Profit
    1,880,153       3,199,908       (1,319,755 )     (41 )%
                                 
Selling, general and administrative expenses
    2,157,265       968,563       1,188,702       123 %
                                 
Income (loss) from operations
    (277,112 )     2,231,345       (2,508,457 )     (112 )%
Net income (loss)
  $ (277,112 )   $ 2,231,345     $ (2,508,457 )     (112 )%
-24-

Vertex Nevada’s segments’ gross profit during these periods was as follows:
 

Black Oil Segment
 
2008
   
2007
   
$ Change
   
% Change
 
Total revenue
  $ 45,149,632     $ 34,026,749     $ 11,122,883       33 %
Total cost of revenue
    43,275,370       32,449,300       10,826,070       33 %
Gross profit
  $ 1,874,262     $ 1,577,449     $ 296,813       19 %
                                 
Refining and Marketing Segment
                               
Total revenue
  $ 20,063,662     $ 7,997,750     $ 12,065,912       151 %
Total cost of revenue
    20,057,771       6,375,291       13,682,480       215 %
Gross profit
  $ 5,891     $ 1,622,459     $ (1,616,568 )     (100 )%
 
Total revenues increased 55% for the year ended December 31, 2008 compared to the year ended December 31, 2007, due to revenue growth in both the Refining and Marketing and Black Oil divisions.  The Black Oil division revenue growth of 33% was driven primarily by increased commodity prices.  Although Vertex Nevada’s volumes with respect to the Black Oil division decreased slightly from 725,000 bbls (barrels) in 2007 to 667,220 bbls in 2008, this production decrease was more than offset by a 36% increase in average commodity pricing between 2008 and 2007.  Vertex Nevada’s revenues and cost of revenues are significantly impacted by fluctuations in commodity prices; increases in commodity prices typically result in increased revenue and cost of revenues.  Vertex Nevada’s gross profit is to a large extent a function of commodity prices and the discount to such prices Vertex Nevada is able to obtain in purchasing its feedstock, as well as how efficiently management conducts operations.
 
  Gross Margins were substantially impacted for fiscal 2008 by the upward trend in commodity prices that continued during the first 9 months of the year and decreased drastically during the 4 th quarter.  Because the products sold by the Refining and Marketing division are commodities, profitability is driven by the ability to efficiently acquire and aggregate feedstock.  In addition, Vertex Nevada seeks to reduce its commodity price risk (during the 4-6 week cycle) by maintaining a policy of purchasing feedstocks at discounts sufficient to provide adequate protection against market volatility. Other costs of revenues not correlated to commodity pricing, such as transportation, analytical costs and processing costs, were consistent between periods.
 
Total cost of revenues increased 63% between fiscal 2008 and fiscal 2007, largely due to the increase in commodity prices.  In 2008, the purchase of feedstock accounted for 93% of cost of revenues for the Black Oil division.   The purchase of feedstock for the Refining and Marketing division accounted for 74% of gross revenues.  In 2007, the purchase of feedstock accounted for 98% of cost of revenues for the Black Oil division.  The purchase of feedstock for the Refining and Marketing division accounted for 76% of gross revenues.  In 2008, other items included in cost of revenues for the Refining and Marketing division included transportation, analytical costs, and inspection and processing of the feedstock into gasoline blendstock and marine diesel oil by a third party.  These costs accounted for 26% of total cost of revenues.  In 2007, these same costs accounted for 24% of cost of revenues.
 
Prevailing prices of certain commodity products significantly impact our revenues and cash flows.  Prices were extremely volatile in 2008. The following table sets forth the high and low spot prices during 2008 for key benchmarks of Vertex Nevada.
 
Benchmark
High
Date
Low
Date
No. 2 Waterborne (dollars per gallon)
$
4.06
July 3
$ 1.16
December 24
Unleaded 87 Waterborne (dollars per gallon)
$ 4.75
September 11
$ 0.78
December 24
Residual Fuel No. 6  3% (dollars per barrel)
$ 115.35
July 14
$ 24.65
December 24
NYMEX Crude oil (dollars per barrel)
$ 145.29
July 3
$ 33.87
December 24
Reported in Platt’s US Marketscan (Gulf Coast)
           
-25-

 
During the first three quarters of fiscal 2008, commodity prices were significantly higher than in 2007.  Crude oil prices, along with other petroleum-based commodity products climbed through the first half of 2008, based upon expected strong global demand, the declining dollar, and concerns about overall supply.  However, during the fourth quarter of 2008, petroleum-based commodity pricing decreased significantly as the U.S. dollar began to recover and demand decreased.
 
Trends and uncertainties within the commodity markets relating to petroleum products are expected to continue to have an impact on Vertex Nevada’s business.  With the trend from January 2008 through September of 2008 of escalating crude oil, gasoline, heating oil and diesel prices, Vertex Nevada experienced higher than normal revenues, gross profit and net income during this period.  However, we experienced a sharp decline in these commodity prices during the latter part of September 2008 through December 2008 and into 2009.  We have seen moderate increases in each of the benchmark commodities through May of 2009; however such values have come nowhere near their highs in 2008.  We expect to see continued volatility until the global economy, and more specifically the U.S. economy, stabilizes.  Whenever a sharp decline occurs like this, Vertex Nevada anticipates a corresponding decrease in its revenues and gross profits, as well as potentially sharp declines in its net income over the short term.  As such, the overall results of operations for 2008 are not as strong as originally anticipated due to events that occurred during the 4th quarter of 2008, including lower oil prices and demand, events surrounding Hurricane Ike, which severely impacted Vertex Nevada’s ability to sell its inventory timely causing further losses due to the timing of when these inventories were purchased and the physical and market delays that were experienced.

Refining margins are a function of the difference between what Vertex Nevada is able to pay for raw  materials and the market prices for the range of products it produces.  The various petroleum products it produces are typically a function of Crude Oil indices and are quoted on multiple exchanges such as the New York Mercantile Exchange (“ NYMEX ”).  These prices are determined by a global market and can be influenced by many factors, including but not limited to supply/demand, weather, politics, and global/regional inventory levels.  As such, Vertex Nevada can not provide any assurances regarding results of operations for any future periods, as numerous factors outside of its control affect the prices paid for raw materials and the prices (for the most part keyed to the NYMEX) that can be charged for such products.  Additionally, for the near term, results of operations will be subject to further uncertainty, as the global markets and exchanges, including the NYMEX, have recently experienced extreme volatility due to a tightening of the credit markets and an overall malaise in the financial investment market in general.
 
The three principal end-products of Vertex Nevada’s Refining and Marketing division are gasoline blendstock, Pygas, and marine cutterstock.  During 2008 (as described above), Vertex Nevada produced 20,260 bbls of gasoline blendstock, as compared to 16,562 bbls in 2007.  Vertex Nevada increased its production of Pygas in 2008, producing 76,895 bbls in 2008 compared to 55,639 bbls in 2007.  Vertex Nevada also doubled its production of marine cutterstock, by producing 65,130 bbls in 2008, as compared to 31,517 bbls in 2007.  These production increases and commodity price increases resulted in the favorable revenues in 2008 as compared to 2007.  The Black Oil division increased its gross margin from $1.6 million or 4.64% for the year ended December 31, 2007 to $1.9 million or 4.15% for the year ended December 31, 2008.
-26-

Selling, general, and administrative expenses increased 123% in 2008 compared to 2007, primarily due to expenditures incurred in connection with the merger with World Waste Technologies, in addition Vertex Nevada’s hiring of new employees and executives and other administrative costs to support its growing organizations related to the anticipated merger.
 
Vertex Nevada had a net loss of $277,112 for the year ended December 31, 2008, compared to net income of $2,231,345 for the year ended December 31, 2007, a decrease in net income of $2,508,457 or 112% from the prior period, which decrease in net income was mainly due to the 63% increase in cost of revenues and the 123% increase in selling, general and administrative expenses offset by the 55% increase in revenues for the year ended December 31, 2008, compared to the year ended December 31, 2007.
 
Results of operations for the three months ended March 31, 2009 compared to the three months ended March 31, 2008
 
Set forth below are the results of operations for the three months ended March 31, 2009, as compared to the same period in 2008; in the comparative tables below, increases in revenue/income or decreases in expense (favorable variances) are shown without parentheses while decreases in revenue/income or increases in expense (unfavorable variances) are shown with parentheses in the “ $ Change ” and “ % Change ” columns.
 
   
2009
   
2008
   
$ Change
   
% Change
 
Revenues
  $ 7,857,134     $ 14,663,574     $ (6,806,440 )     (46 )%
                                 
Cost of Revenues
    7,838,642       13,705,723       (5,867,081 )     (43 )%
                                 
Gross Profit
    18,492       957,851       (939,359 )     (98 )%
                                 
Selling, general and administrative expenses
    597,999       353,702       244,297       69 %
                                 
Income (loss) from operations
    (579,507 )     604,149       (1,183,656 )     (196 )%
Net income (loss)
  $ (579,507 )   $ 604,149     $ (1,183,656 )     (196 )%

Vertex Nevada’s segments’ gross profit during these periods was as follows:
 
Black Oil Segment
 
2009
   
2008
   
$ Change
   
% Change
 
Total revenue
  $ 5,872,774     $ 11,533,256     $ (5,660,482 )     (49 )%
Total cost of revenue
    5,628,299       11,032,896     $ (5,404,597 )     (49 )%
Gross profit (loss)
  $ 244,475     $ 500,360     $ (255,885 )     (51 )%
                                 
Refining Segment
                               
Total revenue
  $ 1,984,360     $ 3,130,318     $ (1,145,958 )     (37 )%
Total cost of revenue
    2,210,343       2,672,827       (462,484 )     (17 )%
Gross profit (loss)
  $ (225,983 )   $ 457,491     $ (683,474 )     (149 )%

Revenues decreased 46% during the first quarter of 2009 as compared to 2008, primarily due to decreases in commodity pricing.  Total volumes of Vertex Nevada’s Black Oil division decreased from 176,410 bbls to 158,471 bbls, and average prices decreased, resulting in a $5.6 million decrease in revenue during the period ended March 31, 2009 as compared to the same period in 2008.  Vertex Nevada’s Refining and Marketing division, also experienced significant increases in production (from 11,818 bbls to 13,261 bbls) for its marine cutterstock product for the period ended March 31, 2009, compared to the same period in 2008.    Vertex Nevada’s Pygas product experienced significantly increased volumes (from 9,694 bbls to 51,198 bbls) during the period ended March 31, 2009, compared to the same period in 2008.  Although volumes increased as compared to the same period in 2008, such increases could not offset the aforementioned decreases in commodity prices, which led to the negative impacts on gross profit associated with the Refining and Marketing division.    Vertex Nevada’s revenues and cost of revenues are significantly impacted by fluctuations in commodity prices; increases in commodity prices typically result in increased revenue and cost of revenues.  Vertex Nevada’s gross profit is to a large extent a function of commodity prices and the discount to such prices Vertex Nevada is able to obtain in purchasing its feedstock, as well as how efficient management conducts operations.
-27-

Selling, general and administrative expenses increased 69% during the three months ended March 31, 2009 compared to the same period in 2008.  This was primarily due to the additional accounting, legal and administrative costs required for the Merger with World Waste Technologies, Inc., as described above.
 
Vertex Nevada had a net loss of $579,507 for the three months ended March 31, 2009, compared to net income of $604,149 for the three months ended March 31, 2008, a decrease in net income of $1,183,656 or 196% from the prior period, which decrease in net income was mainly due to the 46% decrease in revenues and the 69% increase in selling, general and administrative expenses offset by the 43% decrease in cost of revenues for the three months ended March 31, 2009, compared to the three months ended March 31, 2008.
 
Liquidity and Capital Resources
 
The success of Vertex Nevada’s current business operations is not dependent on extensive capital expenditures, but rather on relationships with its feedstock suppliers and end-product customers.  Through these relationships, Vertex Nevada is able to achieve volume discounts in the procurement of its feedstock, thereby increasing the margins of its segments’ operations.  The resulting operating cash flow is crucial to the continued growth of its existing business lines.
 
Vertex Nevada’s initial working capital came from the $2.2 million of cash transferred to it by World Waste in connection with the Merger.  Pursuant to the terms of the Merger, Vertex Nevada also agreed to pay $1.6 million to Vertex LP to pay down its outstanding indebtedness.
 
Vertex Nevada had total assets of $3,405,003 as of March 31, 2009, which consisted of total current assets of $3,394,554, consisting of cash and cash equivalents of $22,753, accounts receivable, net of $583,513, accounts receivable – related parties of $1,795,996, representing allocations of various SG&A items, amount due from partnership of $140,000, inventory of $651,933, prepaid expenses of $200,359, and fixed assets of $10,449.
 
Vertex Nevada had total liabilities, representing solely current liabilities of $3,977,148 as of March 31, 2009, which included accounts payable of $2,497,171 and accounts payable – related parties of $1,479,977.
 
Vertex Nevada had negative working capital of $582,594 as of March 31, 2009.
 
The latter half of 2008 was characterized by turmoil in the financial markets which caused a liquidity crisis throughout the global economy.  Several large financial institutions failed, and stock prices across many industries have fallen dramatically.  These conditions have resulted in a decreased willingness on the part of lenders to enter into any new agreements or extend loans.  The banks and other businesses with which we transact our business have also been affected by market developments and conditions, which could affect their ability to enter into transactions with us and further impact the way we conduct business. 
 
Our future operating cash flows will vary based on a number of factors, many of which are beyond our control, including commodity prices, the cost of recovered oil, and the ability to turn our inventory.  Other factors that have affected and are expected to continue to affect earnings and cash flow are transportation, processing, and storage costs.  Over the long term, our operating cash flows will also be impacted by our ability to tightly manage our administrative and operating costs.
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In June 2009, Vertex Nevada secured a line of credit in the amount of up to $3.5 million (which amount shall in no event be more than 80% of certain accounts held by Vertex Nevada and 50% of the total amount of Vertex Nevada’s inventory, as otherwise described in the Letter Agreement), in connection with its entry into a Letter Loan Agreement (the “ Letter Agreement ”) and a Revolving Line of Credit (the “ Line of Credit ”) with Regions Bank (“ Regions ”) which is expected to be used for feedstock purchases and general corporate purposes.  The Line of Credit bears interest at the LIBOR rate plus 4% per annum, subject to a minimum of 5% per annum, adjusted monthly, and which is due on May 25, 2010.  The Letter Agreement also provided for a $1.6 million loan, which Vertex Nevada has not borrowed against to date (the “ Letter Loan ”) and a $500,000 equipment guidance line, which Vertex Nevada has not utilized to date.  The Letter Loan would be due on May 25, 2010, and accrue interest at the rate of the greater of 5% or the LIBOR rate plus 1.5% per annum, adjusted monthly.  The Line of Credit (and the Letter Loan and equipment guidance line, should Vertex Nevada choose to draw on such loans) are secured by a Security Agreement, which gives Regions a security interest in substantially all of Vertex Nevada’s assets.  The Line of Credit also provided that Vertex Nevada would pay Regions an aggregate of $17,500 in borrowing fees, and would pay Regions a fee equal to the unused amount of the Line of Credit multiplied by 0.35%, accruing daily and payable at the end of each calendar quarter.  The Line of Credit also requires that Vertex Nevada meet and comply with certain liabilities to assets ratios and lending ratios described in greater detail in the Line of Credit, as well as certain other affirmative and negative covenants, the breach of which trigger a default of the Line of Credit.
 
Vertex Nevada’s development stage re-refining business will require significant capital to design and construct the related facilities.  Vertex LP currently has one such facility under development in Baytown, Texas. Vertex Nevada currently estimates that the cost to construct the functional full-scale commercial process would be approximately $2.5 to $5.0 million, based on throughput capacity.  The facility infrastructure would be an additional expense to these proposed process costs and would depend on the location and site specifics of the facility.
 
Vertex Nevada believes that cash from ongoing operations and its working capital facility will be sufficient to satisfy its existing cash requirements, not including the $1.6 million which is required to be  paid to Vertex LP in connection with the Asset Transfer Agreement, of which $800,000 has been paid to date, and the remaining $1.25 million ($1.4 million minus the approximately $150,000 previously paid) which it will be required to pay to CMT in connection with the R&D Costs associated with the licensing of OP#2 (as described in greater detail below).  In order to implement its growth strategy, however, Vertex Nevada may need to secure additional borrowings.
 
Cash Flow Activities — The following table summarizes Vertex Nevada’s cash flow activities for the periods indicated:
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Cash flow for the three months ended March 31, 2009 compared to the three months ended March 31, 2008
 
Cash provided by Operating activities was $56,528 for the three months ended March 31, 2009 as compared to $508,527 during the corresponding period in 2008.  The primary reason for this decrease was the increase in the purchase of inventory and an increase in selling, general and administrative expenses. These increases in inventory and expenses resulted in a net loss for the three months ended March 31, 2009.  The net loss in 2009 was largely due to the impact of receipts, decreased commodity pricing, as well as decreased volume for the three months ended March 31, 2009, compared to the comparable period in 2008.
 
Financing activities used $51,391 during the three months ended March 31, 2009 as a result of distributions paid to limited partners of Vertex LP.  For the first three months of 2009, financing activities decreased compared to the 2008 period primarily due to fewer distributions paid out to the limited partners.   The net effect was an increase of $5,137 in cash.
 
Contractual and Other Obligations
 
Vertex Nevada has five contracts with third parties for the procurement of used oil and pygas.  These contracts are for materials that are subsequently processed and sold within a short time-frame, and linked to indexes to maintain a spread to the purchase price.  Generally, each contract’s term is for one year with an option for renewal on either an annual or monthly basis.  The pricing for these contracts are index based.  These contracts cover up to approximately 690,000 gallons per month of used oil and up to 400,000 gallons per month of Pygas blendstock.
 
Vertex Nevada has several purchase agreements that require purchases of minimum quantities of Vertex Nevada’s products.  The agreements generally have one year terms, after which they become month-to-month agreements.  Minimum purchases under these contracts are approximately $10,213,000 and $8,124,000, for 2009 and 2010, respectively.

Off-Balance Sheet Arrangements
 
Except as noted in the table above under " Contractual and Other Obligations ", as of March 31, 2009, Vertex Nevada had no material off-balance sheet obligations.
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Critical Accounting Policies and Use of Estimates
 
Vertex Nevada’s financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management regularly evaluates its estimates and judgments, including those related to revenue recognition, goodwill, intangible assets, long-lived assets valuation, and legal matters. Actual results may differ from these estimates. Vertex Nevada believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity. (See Note 2 to the Vertex Nevada financial statements.)
 
Revenue Recognition.   Vertex Nevada recognizes revenue upon delivery of feedstock to its re-refining customer and upon delivery of refined feedstock in the form of gasoline blendstock, marine cutterstock, and Pygas to its customers.
 
Legal Matters.   Accruals are established for legal matters when, in Vertex Nevada’s opinion, it is probable that a liability exists and the liability can be reasonably estimated. Actual expenses incurred in future periods can differ materially from accruals established.
 
Stock Based Compensation
 
The Company accounts for share-based expense and activity in accordance with FAS No. 123(R), “ Share-Based Payment, ” (“ FAS123(R) ”) which establishes accounting for equity instruments exchanged for services. Under the provisions of FAS123(R), share-based compensation costs are measured at the grant date, based on the calculated fair value of the award, and are recognized as an expense over the employee’s requisite service period, generally the vesting period of the equity grant.
 
Share-based payments to non-employees are measured at the grant date, based on the calculated fair value of the award, and are recognized as an expense over the service period, generally the vesting period of the equity grant. The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, expected option term, expected volatility of the stock over the option’s expected term, risk-free interest rate over the option’s expected term, and the expected annual dividend yield. The Company believes that the valuation technique and approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the stock options granted.

Basic and Diluted Loss per Share
 
Basic and diluted loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
 
Income Taxes
 
The Company has adopted SFAS No. 109 “ Accounting for Income Taxes ” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.
 
Recently Issued Accounting Pronouncements
 
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
 
Quantitative and Qualitative Disclosure About Market Risk
 
By virtue of constant changes in the market value of petroleum products, Vertex Nevada is exposed to fluctuations in both revenues and expenses.  However, Vertex Nevada believes that it is substantially insulated from the net impact of volatility in such commodity-based markets.  The revenue derived from its Black Oil division is based on Vertex Nevada’s ability to obtain feedstock from a number of suppliers and then arrange for its delivery to third parties.  Therefore, Vertex Nevada’s ability to aggregate and deliver drives its margins, as opposed to commodity-pricing fluctuations which are effectively passed through.  Similarly, its Refining and Marketing division derives its margins based on its ability to refine and sell its petroleum end-products.  Any increase or decrease in the underlying commodity cost of feedstock passes to the eventual sales price.
 
While Vertex Nevada expects the pricing of raw materials and finished goods of each division to track in a related manner, it does not currently engage in an active hedging program of its inventory.  Therefore, there is potential exposure as a result of the four-to-six week period of inventory turnover.  Vertex Nevada seeks to reduce its commodity price risk by maintaining a policy of quick inventory turnaround and by seeking to purchase feedstock at discounts sufficient to provide adequate protection against market volatility in commodity pricing.
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  RISK FACTORS

Benjamin P. Cowart, the Chief Executive Officer and Chairman controls Vertex Nevada.
 
Benjamin P. Cowart, Vertex Nevada’s Chairman and Chief Executive Officer, beneficially owns a total of approximately 36.4% of the total outstanding shares of Vertex Nevada’s capital stock, and holds the right to vote an additional 21.9% of Vertex Nevada’s capital stock pursuant to voting agreements entered into with various shareholders of Vertex Nevada, which voting agreements provide him the right to elect four (4) of Vertex Nevada’s five (5) directors (with the fifth director being appointed by the shareholders of Vertex Nevada’s Series A Preferred Stock). The voting agreements remain in effect until April 16, 2012.  As such, subject to the resale terms and conditions of the voting agreements and the Lock-up Agreements (described below) which certain of Vertex Nevada’s shareholders were required to sign, until April 12, 2012, Mr. Cowart will have the right, to appoint four (4) of Vertex Nevada’s five (5) directors, and therefore to exercise significant control over Vertex Nevada, including making decisions with respect to issuing additional shares, entering into mergers, asset sales, and other fundamental transactions, and amending the terms of Vertex Nevada’s articles of incorporation.
 
Vertex Nevada owes a significant amount of money to Vertex LP and CMT and on behalf of Vertex LP in connection with certain transactions affected pursuant to and in connection with the Merger.
 
Pursuant to an Operating Agreement (described below) entered into between Vertex Nevada and CMT in connection with the Merger, Vertex Nevada has the right to a non-revocable, non-transferable, royalty-free, perpetual (except as provided in the agreement) license to use the technology associated with the operations of OP#2 in any market in the world (the “ License ”), provided that Vertex Nevada pays CMT the documented net development costs of OP#2, estimated to be $1.4 million (the “ R&D Costs ”).  While Vertex Nevada and CMT are currently discussing the timing of the required R&D Costs, only a total of approximately $150,000 has been paid towards such R&D Costs to date.  Additionally, pursuant to the Asset Transfer Agreement (described below) and the terms of the Merger, Vertex Nevada is required to pay $1.6 million to Vertex LP, of which $800,000 has been paid to date.  As such, Vertex Nevada will need approximately $2.2 million to pay the required R&D Costs and the $800,000 in remaining payments to Vertex LP, which funds Vertex Nevada does not currently have.

Moving forward, Vertex Nevada will need to raise additional funding to pay the expenses described above, and as such will need to seek additional debt or equity financing. If debt financing is available and obtained, our interest expense may increase and we may be subject to the risk of default, depending on the terms of such financing. If equity financing is available and obtained it may result in our shareholders experiencing significant dilution. If such financing is unavailable we may be unable to obtain rights to the License, which will significantly reduce our future growth projections and could cause the value of our securities to decline in value.

 
Vertex Nevada has no long-term assets and needs to rely on its contracts and relationships with Vertex LP and its affiliates and certain third parties, which could affect Vertex Nevada’s ability to operate its business.
 
Vertex Nevada does not currently have any long-term assets, but instead its business is comprised of the rights to various contracts and arrangements. As such, moving forward, Vertex Nevada will need to rely on its relationships and agreements with Vertex LP and its affiliates, including with the following:
 
 
·
CrossRoad Carriers, for the transportation of Vertex Nevada’s feedstock and refined and re-refined petroleum products;

 
·
Cedar Marine Terminal LP, which will sublease terminal space to Vertex Nevada, and from which Vertex Nevada may purchase certain re-refining assets; and

 
·
Vertex Residual Management Group LP, which will perform environmental compliance and regulatory oversight for Vertex Nevada.

Although Vertex Nevada will have a right of first refusal to purchase the entities (including the assets of such entities (as described below)), there can be no assurance that Vertex Nevada will exercise such right.
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In the event that any of the above-described relationships are terminated, Vertex Nevada may be forced to spend significant resources to identify and secure alternative sources to provide these services. There can be no assurance that Vertex Nevada will be able to locate such alternative sources on terms acceptable to it, or at all. As a result, Vertex Nevada may be unable to continue its operations in its current form, may be required to expend significant resources identifying alternative sources of services, and/or may be forced to expend significant resources to purchase and/or manufacture long-term assets, the construction of which assets may take a significant amount of time and capital to complete.
 

 
Holders of shares of common stock will not have the right to vote for directors.
 
Due to Mr. Cowart’s beneficial ownership of 36.4% of Vertex Nevada’s common stock and voting agreements which are in place, which allow him to vote an additional 21.9% of Vertex Nevada’s common stock for 4 of the 5 Directors of Vertex Nevada, at least one of whom must be “ independent ” as defined by the New York Stock Exchange, Mr. Cowart will have the right to appoint 4 of our 5 Directors for three years. The holders of Vertex Nevada’s Series A preferred stock are entitled to elect the remaining Vertex Nevada director. Accordingly, so long as the voting agreements remain in effect and the shares of Vertex Nevada Series A Preferred Stock remain outstanding, the minority holders of shares of Vertex Nevada common stock will not have the right to vote for the election of directors.
 
 
Benjamin P. Cowart, Vertex Nevada’s Chief Executive Officer and Chairman of the Board, owns and is involved in other businesses that have relationships and agreements with Vertex Nevada, including, but not limited to Vertex LP. These relationships may cause conflicts of interest with Vertex Nevada.
 
Benjamin P. Cowart, Vertex Nevada’s Chief Executive Officer and Chairman of the Board, also serves as the General Partner of and controls several other entities, including, but not limited to Vertex LP, through VTX, Inc. (collectively, the “ Vertex Entities ”), that have entered into transactions with, supplied feedstock for, and performed various business services for Vertex Nevada. These transactions and relationships include the following:
 
·       Cross Road Carriers transports Vertex Nevada’s feedstock and refined and re-refined petroleum products;

·       Vertex Nevada subleases terminal space from Cedar Marine Terminal LP and may purchase certain re-refining assets, and perform certain other services for, Cedar Marine Terminal pursuant to other agreements described herein; and

·       Vertex Residual Management Group LP performs environmental compliance and regulatory oversight for Vertex Nevada.

Vertex Nevada has (1) a right of first refusal to match any third-party offer to purchase any of the Vertex Entities on the terms and conditions set forth in such offer; and (2) the option, exercisable in Vertex Nevada’s sole discretion any time after the 18-month anniversary of the closing of the merger and so long as Mr. Cowart is employed by Vertex Nevada, to purchase all or any part of the outstanding stock of any of the Vertex Entities owned by Vertex LP or VTX, Inc., at a price based on an independent third-party valuation and appraisal of the fair market value of such Vertex Entity (the “ Right of First Refusal ”). Pursuant to the merger agreement, Vertex Nevada is required to form a committee of its board of directors (the “ Related Party Transaction Committee ”)  that includes at least two “ independent directors ” (defined as any individuals who do not beneficially own more than 5% of the outstanding voting shares of Vertex Nevada, are not employed by, or officers of, Vertex Nevada or any entity related to Mr. Cowart, are not directors or managers of any such company, are not family members of Mr. Cowart, and would qualify as “ Independent Directors ” as defined in the rules and regulations of the New York Stock Exchange). The Related Party Transaction Committee is charged with the review and pre-approval of any and all related party transactions, including between Vertex Nevada and Vertex LP, Mr. Cowart, or any other company or individual which may be affiliated with Mr. Cowart.
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Notwithstanding the Right of First Refusal and the Related Party Transaction Committee, perceived or actual conflicts of interest may exist between Mr. Cowart and Vertex Nevada in connection with the Vertex Entities and/or any other entity which Mr. Cowart may be affiliated and/or control in the future. Furthermore, if any disagreement were to occur between Mr. Cowart and/or any Vertex Entity, Vertex Nevada may be forced to find alternative suppliers and contractors to supply the services or products then supplied by any of the Vertex Entities, which new arrangements may not be on as favorable terms to Vertex Nevada, and/or Mr. Cowart may be forced to make a decision between remaining in control of any of the Vertex Entities and/or Vertex Nevada. Such perceived or actual conflicts of interest may cause potential investors to not be willing to invest in Vertex Nevada, which could make it harder for Vertex Nevada to raise funds through the sale of debt and/or equity securities and/or cause Vertex Nevada’s securities to be devalued. As a result of these perceived and/or actual conflicts of interest, the value of Vertex Nevada’s securities may decrease in value and/or be valued less than similarly situated publicly traded companies without such potential conflicts of interest.
 
Vertex Nevada has established preferred stock which can be designated by the Vertex Nevada Board of Directors without shareholder approval and has established Series A preferred stock, which gives the holders a liquidation preference and the ability to convert such shares into Vertex Nevada’s common stock.
 
Vertex Nevada has 50,000,000 shares of preferred stock authorized which includes approximately 4.7 million shares of Series A preferred stock issued and outstanding. The Vertex Nevada Series A preferred stock has a liquidation preference of $1.49 per share. As a result, if Vertex Nevada were to dissolve, liquidate or sell its assets, the holders of Vertex Nevada Series A preferred stock would have the right to receive up to the first approximately $7.0 million in proceeds from any such transaction. Consequently, holders of Vertex Nevada common stock may receive less consideration or no consideration in connection with such a transaction. Furthermore, the conversion of Series A preferred stock into common stock may cause substantial dilution to Vertex Nevada’s common shareholders. Additionally, because Vertex Nevada’s board of directors is entitled to designate the powers and preferences of the preferred stock without a vote of its shareholders, Vertex Nevada’s shareholders will have no control over what designations and preferences Vertex Nevada’s future preferred stock, if any, will have.
 
Vertex Nevada’s shareholders may have difficulty selling their shares because such shares will likely be deemed “ penny stock.
 
Since the shares of Vertex Nevada common stock are not be listed on a national securities exchange, if the trading price of such shares is below $5.00 per share, trading in such shares will be subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), which require additional disclosure by broker-dealers in connection with any trades involving a stock defined as a penny stock (generally, any equity security not listed on a national securities exchange that has a market price of less than $5.00 per share, subject to certain exceptions). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally defined as an investor with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with a spouse). For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in Vertex Nevada’s common stock, which could severely limit the market liquidity of such shares of common stock and the ability of such holders to sell their shares.
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The market price of Vertex Nevada’s common stock may be adversely affected by market volatility.
 
The market price of Vertex Nevada’s common stock is likely to be volatile and could fluctuate widely in response to many factors, including:
 

 
·
actual or anticipated variations in Vertex Nevada’s operating results;

 
·
developments with respect to patents or proprietary rights;

 
·
announcements of technological innovations by Vertex Nevada or its competitors;

 
·
announcements of new products or new contracts by Vertex Nevada or its competitors;

 
·
changes in financial estimates by securities analysts and whether Vertex Nevada’s earnings meet or exceed such estimates;

 
·
conditions and trends in the industries in which Vertex Nevada operates;

 
·
changing environmental standards;

 
·
new accounting standards;

 
·
general economic, political and market conditions and other factors; and

 
·
the occurrence of any of the other risks described in this report.
 
RISKS RELATING TO VERTEX NEVADA’S BUSINESS
 
Vertex Nevada’s contracts may not be renewed and its existing relationships may not continue.
 
Vertex Nevada’s contracts and relationships in the black oil business include feedstock purchasing agreements with local waste oil collectors, an off-take arrangement with two re-refineries, along with a few key relationships in the bunkering, blending and No. 6 oil industry. The agreements with the local waste oil collectors do not generally have a stated term and can therefore be terminated by such collectors at will. Vertex Nevada’s agreement with the major re-refinery expired on September 30, 2008, and we ceased operating under the agreement in May 2009. Similarly, Vertex Nevada had operated only one contract in connection with its refining operations, which contract expired on November 1, 2008 and has since continued on a month-to-month basis.  We do not anticipate either of the two contracts to be extended or renewed at this time. Because Vertex Nevada’s operations are extremely dependent on the black oil relationship with the major re-refinery and the third-party refining contract, the expiration of the two contracts may have a material adverse effect on Vertex Nevada’s operations and results of operations. Additionally, if Vertex Nevada were to lose any of its current local waste oil collectors, Vertex Nevada could be required to spend additional resources locating and providing incentives for other waste oil collectors, which could cause Vertex Nevada’s expenses to increase and/or cause it to curtail or abandon its business plans.
 
Additionally, as a result of the loss of its contractual relationship with Omega (as described above), Vertex Nevada has had significantly less demand for its previously contracted supply of feedstock and has previously re-negotiated its agreement with a large volume supplier of feedstock to decrease the volume and price of the feedstock which it had previously been supplying to Vertex Nevada.  If Vertex Nevada does not honor the terms of the agreement as re-negotiated moving forward, it could become subject to litigation regarding its non-compliance with such agreement, which could in turn have an adverse effect on its operations and/or the value of its securities.
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Vertex Nevada operates in competitive markets, and there can be no certainty that Vertex Nevada will maintain its current customers or attract new customers or that its operating margins will not be impacted by competition.
 
The industries in which Vertex Nevada operates are highly competitive. Vertex Nevada competes with numerous local and regional companies of varying sizes and financial resources in its refining and feedstock consolidation operations, and expects to compete with larger oil companies, with significantly greater resources than Vertex Nevada, in its planned oil re-refining operations. Vertex Nevada expects competition to intensify in the future. Furthermore, numerous well-established companies are focusing significant resources on providing refining and re-refining services that will compete with Vertex Nevada’s services. We cannot assure you that Vertex Nevada will be able to effectively compete with these other companies or that competitive pressures, including possible downward pressure on the prices Vertex Nevada charges for its products and services, will not arise. In the event that Vertex Nevada cannot effectively compete on a continuing basis, or competitive pressures arise, such inability to compete or competitive pressures could have a material adverse effect on Vertex Nevada’s business, results of operations and financial condition.
 
Disruptions in the supply of feedstock could have an adverse effect on Vertex Nevada’s business.
 
Vertex Nevada depends on the continuing availability of raw materials, including feedstock, to remain in production. A serious disruption in supply of feedstock, or significant increases in the prices of feedstock, could significantly reduce the availability of raw materials at Vertex Nevada’s plant, increase production costs and could have a material adverse effect on its business, results of operations and financial condition.
 
For example, Vertex Nevada has previously experienced difficulty in obtaining feedstock from its suppliers who, because of the sharp downturn in the price of oil (used and otherwise) have seen their margins decrease substantially, which in some cases has made it uneconomical for such suppliers to purchase feedstock from their suppliers and/or sell to Vertex Nevada at the rates set forth in their contracts. Any similar decline in the price of oil and/or the economy in general could create a decrease in the supply of feedstock, prevent Vertex Nevada from maintaining its required levels of output and/or force Vertex Nevada to seek out additional suppliers of feedstock, who may charge more than its current suppliers, and therefore adversely affect its results of operations.
 
Vertex Nevada is subject to numerous environmental and other laws and regulations and, to the extent Vertex Nevada is found to be in violation of any such laws and regulations, Vertex Nevada’s business could be materially and adversely affected.
 
Vertex Nevada is subject to extensive federal, state, provincial and local laws and regulations relating to the protection of the environment which, among other things:

 
·
regulate the collection, transportation, handling, processing and disposal of hazardous and non-hazardous wastes;

 
·
impose liability on persons involved in generating, handling, processing, transporting or disposing hazardous materials;

 
·
impose joint and several liability for remediation and clean-up of environmental contamination; and

 
·
require financial assurance that funds will be available for the closure and post-closure care of sites where hazardous wastes are stored, processed or disposed.

The breadth and complexity of all of these laws and regulations affecting Vertex Nevada make consistent compliance extremely difficult and often result in increased operating and compliance costs, including requiring the implementation of new programs to promote compliance. Even with these programs, Vertex Nevada and other companies in the industry are routinely faced with legal and administrative proceedings which can result in civil and criminal penalties, interruption of business operations, fines or other sanctions and require expenditures. Under current law, Vertex Nevada may be held liable for damage caused by conditions that existed before it acquired its assets and/or before it took control of its leased properties or if it arranges for the transportation, disposal or treatment of hazardous substances that cause environmental contamination. In the future, Vertex Nevada may be subject to monetary fines, civil or criminal penalties, remediation, clean-up or stop orders, injunctions, orders to cease or suspend certain practices or denial of permits required to operate its facilities and conduct its operations. The outcome of any proceeding and associated costs and expenses could have a material adverse impact on Vertex Nevada’s operations and financial condition.
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Environmental laws and regulations are subject to change and may become increasingly stringent or relaxed. Interpretation or enforcement of existing laws and regulations, or the adoption of new laws and regulations, may require Vertex Nevada to modify or curtail its operations or replace or upgrade its facilities or equipment at substantial costs which it may not be able to pass on to its customers. On the other hand, if new laws and regulations are less stringent, then Vertex Nevada’s customers or competitors may be able to compete with Vertex Nevada more effectively, without reliance on its services, which could decrease the need for its services and/or increase competition which could adversely affect its revenues and profitability, if any.
 
Vertex Nevada is required to obtain and maintain permits, licenses and approvals to conduct its operations in compliance with such laws and regulations. If Vertex Nevada is unable to maintain its currently held permits, licenses and approvals, it may not be able to continue certain of its operations. If it is unable to obtain any additional permits, licenses and approvals which may be required as Vertex Nevada expands its operations, it may be forced to curtail or abandon its current and/or future planned business operations.
 
Vertex Nevada could be subject to involuntary shutdowns or be required to pay significant monetary damages or remediation costs if it is found to be a responsible party for the improper handling or the release of hazardous substances.
 
As a company engaged in the sale, handling, transportation, storage, recycling and disposal of materials that are or may be classified as hazardous by federal, state, provincial or other regulatory agencies, Vertex Nevada faces risks of liability for environmental contamination. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or “ CERCLA ” or Superfund, and similar state laws impose strict liability for clean-up costs on current or former owners and operators of facilities that release hazardous substances into the environment, as well as on the businesses that generate those substances or transport them. As a potentially responsible party, or “ PRP, ” Vertex Nevada may be liable under CERCLA for substantial investigation and cleanup costs even if it operates its business properly and complies with applicable federal and state laws and regulations. Liability under CERCLA may be joint and several, which means that if it were found to be a business with responsibility for a particular CERCLA site, Vertex Nevada could be required to pay the entire cost of the investigation and cleanup, even though it was not the party responsible for the release of the hazardous substance and even though other companies might also be liable. Even if Vertex Nevada is able to identify who the other responsible parties might be, it may not be able to compel them to contribute to the remediation costs, or they might be insolvent or unable to contribute due to lack of financial resources.
 
Vertex Nevada’s facilities and the facilities of its clients and third-party contractors may have generated, used, handled and/or disposed of hazardous substances and other regulated wastes. Environmental liabilities could exist, including cleanup obligations at these facilities or at off-site locations, which could result in future expenditures that cannot be currently quantified and which could materially reduce Vertex Nevada’s profits. In addition, new services or products offered by Vertex Nevada could expose it to further environmental liabilities for which it has no historical experience and cannot estimate its potential exposure to liabilities.
 
Vertex Nevada is dependent on third parties for the disposal of its waste streams.
 
Vertex Nevada does not own any waste disposal sites. As a result, it is dependent on third parties for the disposal of waste streams. To date, disposal vendors have met its requirements, but we cannot assure you that they will continue to do so. If for some reason Vertex Nevada’s current disposal vendors cannot perform up to standards, Vertex Nevada may be required to replace them. Although Vertex Nevada believes there are a number of potential replacement disposal vendors that could provide such services, it may incur additional costs and delays in identifying and qualifying such replacements. In addition, any mishandling of its waste streams by disposal vendors could expose Vertex Nevada to liability. Any failure by disposal vendors to properly collect, transport, handle or dispose of Vertex Nevada’s waste streams could expose it to liability, damage its reputation and generally have a material adverse effect on its business, financial condition or results of operations.
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Worsening economic conditions and trends and downturns in the business cycles of the industries Vertex Nevada serves and which provide services to Vertex Nevada would impact its business and operating results.
 
A significant portion of the Vertex Nevada‘s customer base is comprised of companies in the chemical manufacturing and hydrocarbon recovery industries. The overall levels of demand for its products, refining operations, and future planned re-refined oil products, are driven by fluctuations in levels of end-user demand, which depend in large part on general macroeconomic conditions in the U.S., as well as regional economic conditions. For example, many of Vertex Nevada’s principal consumers are themselves heavily dependent on general economic conditions, including the price of fuel and energy, availability of affordable credit and capital, employment levels, interest rates, consumer confidence and housing demand. These cyclical shifts in Vertex Nevada’s customers’ businesses may result in fluctuations in demand, volumes, pricing and operating margins for its services and products.
 
In addition to its customers, the suppliers of Vertex Nevada’s feedstock may also be affected by downturns in the economy and adverse changes in the price of feedstock. For example, Vertex Nevada has recently experienced difficulty obtaining feedstock from its suppliers who, because of the sharp downturn in the price of oil (used and otherwise) have seen their margins decrease substantially, which in some cases have made it uneconomical for such suppliers to purchase feedstock from their suppliers and/or sell to Vertex Nevada at the rates set forth in their contracts. Any similar decline in the price of oil and/or the economy in general could create a decrease in the supply of feedstock, prevent Vertex Nevada from maintaining its required levels of output and/or force Vertex Nevada to seek additional suppliers of feedstock, who may charge more than its current suppliers, and therefore adversely affect its results of operations.
 
Vertex Nevada’s operating margins and profitability may be negatively impacted by changes in fuel and energy costs.
 
Vertex Nevada transports its refined oil, and plans in the future to transport re-refined oil, with trucks and by rail. As a result, increases in shipping and transportation costs caused by increases in oil, gasoline and diesel prices have a significant impact on its operating expenses. The price and supply of oil and gas is unpredictable and fluctuates based on events beyond Vertex Nevada’s control, including geopolitical developments, supply and demand for oil and natural gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries, regional production patterns and environmental concerns. A significant increase in transportation or fuel costs could lower Vertex Nevada’s operating margins and negatively impact its profitability.
 
Additionally, the price at which Vertex Nevada sells its refined oil and plans to sell its re-refined oil is affected by changes in certain oil indexes. If the relevant oil index rises, Vertex Nevada anticipates being able to increase the prices for its refined and re-refined oil. If the relevant oil index declines, Vertex Nevada anticipates having to reduce prices for its refined and re-refined oil. However, the cost to collect used oil and refinery feedstock, including the amounts that must be paid to obtain used oil and feedstock, generally also increases or decreases when the relevant index increases or decreases. Even though the prices that can be charged for Vertex Nevada’s refined (and in the future, re-refined) products and the costs to collect, refine, and re-refine the feedstock generally increase and decrease together, Vertex Nevada cannot assure you that when the costs to collect, refine and re-refine used oil and petrochemical products increase, Vertex Nevada will be able to increase the prices it charges for its refined and re-refined products to cover such increased costs, or that the costs to collect, refine and re-refine used oil and petrochemical products will decline when the prices Vertex Nevada can charge for its products declines. If the prices Vertex Nevada charges for its finished products and the costs to collect, refine and re-refine products do not move together or in similar magnitudes, Vertex Nevada’s profitability may be materially and negatively impacted.
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Recently, as a result of a number of factors including Hurricane Ike, which caused damage to Vertex Nevada’s infrastructure and prevented Vertex Nevada from selling its product for a significant period of time, and the simultaneous sharp decline in the price of oil, Vertex Nevada was unable to sell off its inventory. As a result, during the fourth quarter of 2008 and the first quarter of 2009 Vertex Nevada was storing a substantial amount of inventory which it had purchased while the price of oil was relatively high and which was later valued at significantly less than what it was originally purchased for. Vertex Nevada was forced to sell the inventory at a material loss.  There can be no assurance that similar problems will not affect Vertex Nevada moving forward. If such issues were to affect Vertex Nevada, its inventory, ability to meet its ongoing delivery requirements and results of operations could be adversely affected.
 
Expansion of Vertex Nevada’s business may result in unanticipated adverse consequences.
 
In the future, Vertex Nevada may seek to grow its business by investing in new or existing facilities or technologies, making acquisitions or entering into partnerships and joint ventures. Acquisitions, partnerships, joint ventures or investments may require significant managerial attention, which may divert management from its other activities and may impair the operation of Vertex Nevada’s existing businesses. Any future acquisitions of businesses or facilities could entail a number of additional risks, including:
 

 
·
the failure to successfully integrate the acquired businesses or facilities or new technology into Vertex Nevada’s operations;
 
 
·
the inability to maintain key pre-acquisition business relationships;
 
 
·
loss of key personnel of the acquired business or facility;
 
 
·
exposure to unanticipated liabilities; and
 
 
·
the failure to realize efficiencies, synergies and cost savings.
 
As a result of these and other factors, including the general economic risk associated with the industries in which it operates, Vertex Nevada may not be able to realize the expected benefits from any future acquisitions, partnerships, joint ventures or other investments.
 
Vertex Nevada depends heavily on the services of its Chief Executive Officer and Chairman, Benjamin P. Cowart.
 
Vertex Nevada’s success depends heavily upon the personal efforts and abilities of Benjamin P. Cowart, its Chief Executive Officer and Chairman, who is employed by Vertex Nevada under a five-year employment contract. Vertex Nevada does not currently have any “ key man ” life insurance policy in place for Mr. Cowart. Mr. Cowart has numerous business relationships with entities separate from Vertex Nevada, which could take a significant portion of his time and/or could cause conflicts of interest with Vertex Nevada’s operations. The loss of Mr. Cowart or other key employees could have a material adverse effect on Vertex Nevada’s business, results of operations or financial condition. In addition, the absence of Mr. Cowart may force Vertex Nevada to seek a replacement who may have less experience or who may not understand Vertex Nevada’s business as well, or Vertex Nevada may not be able to find a suitable replacement.
 
Unanticipated problems or delays in building Vertex Nevada’s facilities to the proper specifications may harm its business and viability.
 
Vertex Nevada’s future growth will depend on its ability to timely and economically complete and operate its planned re-refining facility and operate its existing refining operations. If Vertex Nevada’s operations are disrupted or its economic integrity is threatened for unexpected reasons, its business may experience a substantial setback. Moreover, the occurrence of significant unforeseen conditions or events in connection with the construction of Vertex Nevada’s planned facility may require it to reexamine its business model. Any change to Vertex Nevada’s business model or management’s evaluation of the viability of its planned services may adversely affect its business. Construction costs for Vertex Nevada’s facility may also increase to a level that would make a new facility too expensive to complete or unprofitable to operate. Contractors, engineering firms, construction firms and equipment suppliers also receive requests and orders from other companies and, therefore, Vertex Nevada may not be able to secure their services or products on a timely basis or on acceptable financial terms. Vertex Nevada may suffer significant delays or cost overruns as a result of a variety of factors, such as increases in the prices of raw materials, shortages of workers or materials, transportation constraints, adverse weather, equipment failures, fires, damage to or destruction of property and equipment, environmental damage, unforeseen difficulties or labor issues, any of which could prevent Vertex Nevada from commencing operations as expected at its planned re-refining facility.
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Strategic relationships on which Vertex Nevada relies are subject to change.
 
Vertex Nevada’s ability to identify and enter into commercial arrangements with feedstock suppliers and refined and re-refined oil clients depends on developing and maintaining close working relationships with industry participants. Vertex Nevada’s success in this area also depends on its ability to select and evaluate suitable projects as well as to consummate transactions in a highly competitive environment. These factors are subject to change and may impair Vertex Nevada’s ability to grow.
 
Disruptions to infrastructure could materially and adversely affect Vertex Nevada’s business.
 
Vertex Nevada’s business depends on the continuing availability of rail, road, port, storage and distribution infrastructure. Any disruptions in this infrastructure network, whether caused by labor difficulties, earthquakes, storms, other natural disasters, human error or malfeasance or other reasons, could have a material adverse effect on Vertex Nevada’s business. Vertex Nevada relies on third parties to maintain the rail lines from their plants to the national rail network, and any failure by these third parties to maintain the lines could impede the delivery of products, impose additional costs and could have a material adverse effect on Vertex Nevada’s business, results of operations and financial condition. For example, recent damage to the Cedar Marine Terminal as a result of Hurricane Ike (which caused the terminal to temporarily be out of operation), resulted in increased costs associated with the shipping of feedstock through third party contractors, thereby raising the overall cost of the feedstock and lowering Vertex Nevada’s margins. Additional hurricanes or natural disasters in the future could cause similar damage to Vertex Nevada’s infrastructure, prevent Vertex Nevada from generating revenues while such infrastructure is undergoing repair (if repairable) and/or cause Vertex Nevada’s margins and therefore its results of operations to be adversely affected.
 
Vertex Nevada’s commercial success will depend in part on its ability to obtain and maintain protection of its intellectual property.
 
Vertex Nevada’s success will depend in part on its ability to maintain or obtain and enforce any future patent rights and/or other intellectual property protection for its technologies and to preserve its trade secrets, and to operate without infringing upon the proprietary rights of third parties. Vertex Nevada has not obtained patents nor filed any patent applications in the United States or internationally for its technology to date. We cannot assure you that if Vertex Nevada files patent applications for its technologies, such patents will be granted or that the scope of any claims granted in any patent will provide Vertex Nevada with proprietary protection or a competitive advantage. We cannot assure you that if granted, such patents will be valid or will afford Vertex Nevada with protection against competitors with similar technology. The failure to obtain or maintain patent or other intellectual property protection on the technologies underlying Vertex Nevada’s planned re-refining process and other technologies may have a material adverse effect on its competitive position and business prospects. It is also possible that Vertex Nevada’s technologies may infringe on patents or other intellectual property rights owned by others. Vertex Nevada may have to alter its products or processes, pay licensing fees, defend an infringement action or challenge the validity of the patents in court, or cease activities altogether because of patent rights of third parties, thereby causing additional unexpected costs and delays to it. We cannot assure you that a license will be available to Vertex Nevada, if at all, upon terms and conditions acceptable to it or that it will prevail in any intellectual property litigation. Intellectual property litigation is costly and time consuming, and we cannot assure you that Vertex Nevada will have sufficient resources to pursue such litigation. If Vertex Nevada does not obtain a license under such intellectual property rights, is found liable for infringement or is not able to have such patents declared invalid, Vertex Nevada may be liable for significant money damages and may encounter significant delays in bringing products to market.
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Competition may impair Vertex Nevada’s success.
 
New technologies may be developed by others that could compete with Vertex Nevada’s refining and planned re-refining technologies. In addition, Vertex Nevada faces competition from other producers of oil substitutes and related products. Such competition is expected to be intense and could significantly drive down the price for Vertex Nevada’s products. Competition will likely increase as prices of energy in the commodities market, including refined and re-refined oil, rise. Additionally, new companies are constantly entering the market, thus increasing the competition even further. These companies may have greater success in the recruitment and retention of qualified employees, as well as in conducting their own refining and re-refining operations, and may have greater access to feedstock, market presence, economies of scale, financial resources and engineering, technical and marketing capabilities, which may give them a competitive advantage. In addition, actual or potential competitors may be strengthened through the acquisition of additional assets and interests. If Vertex Nevada is unable to compete effectively or adequately respond to competitive pressures, this may materially adversely affect its results of operation and financial condition and could also have a negative impact on its ability to obtain additional capital from investors.
 
Potential competition from Vertex Nevada’s existing employees and affiliated entities could negatively impact Vertex Nevada’s profitability.
 
Although Mr. Cowart and other employees of Vertex Nevada will be prohibited from competing with Vertex Nevada while they are employed with Vertex Nevada and for six months thereafter, none of such individuals will be prohibited from competing with Vertex Nevada after such six month period ends. Additionally, none of Mr. Cowart’s affiliated companies, including Vertex LP, are prohibited from competing with Vertex Nevada. Accordingly, any of these individuals or entities could be in a position to use industry experience gained while working with Vertex Nevada to compete with Vertex Nevada. Such competition could increase Vertex Nevada’s costs to obtain feedstock, and increase its costs for contracting use of operating assets and services such as third party refining capacity, trucking services or terminal access. Furthermore, such competition could distract or confuse customers, reduce the value of Vertex Nevada’s intellectual property and trade secrets, or result in a reduction in the prices Vertex Nevada is able to obtain for its finished products. Any of the foregoing could reduce Vertex Nevada’s future revenues, earnings or growth prospects.
 
Competition due to advances in renewable fuels may lessen the demand for Vertex Nevada’s products and negatively impact its profitability.
 
Alternatives to petroleum-based products and production methods are continually under development. For example, a number of automotive, industrial and power generation manufacturers are developing alternative clean power systems using fuel cells or clean-burning gaseous fuels that may address increasing worldwide energy costs, the long-term availability of petroleum reserves and environmental concerns, which if successful could lower the demand for Vertex Nevada’s services. If these non-petroleum based products and oil alternatives continue to expand and gain broad acceptance such that the overall demand for Vertex Nevada’s products is reduced, it may not be able to compete effectively in the marketplace.
 
Vertex Nevada will rely on new technology to conduct its business, including the proposed Thermo-Chemical Process, and its technology could become ineffective or obsolete.
 
Vertex Nevada will be required to continually enhance and update its technology to maintain its efficiency and to avoid obsolescence. Additionally, Vertex Nevada initially plans to rely on the License from CMT (assuming funds can be raised to pay for the rights to the License) in connection with a Thermo-Chemical re-refining process (the “Process”).  The Process is currently unproven and may never work in a profitable manner, if at all.  Additionally, the costs moving forward of enhancing and updating its technology may be substantial and may be higher than the costs that Vertex Nevada anticipates for technology maintenance and development. If Vertex Nevada is unable to maintain the efficiency of its technology, its ability to manage its business and to compete may be impaired. Even if Vertex Nevada is able to maintain technical effectiveness, its technology may not be the most efficient means of reaching its objectives, in which case it may incur higher operating costs than it would if its technology was more effective. The impact of technical shortcomings, including but not limited to the failure of the Process, could have a material adverse effect on Vertex Nevada’s prospects, business, financial condition, and results of operations.
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Vertex Nevada’s business is subject to local, legal, political, and economic factors which are beyond its control.
 
Vertex Nevada believes that the current political environment for construction of its planned re-refining facility is sufficiently supportive to enable it to plan and implement its operations. However, there are risks that conditions will change in an adverse manner. These risks include, but are not limited to, environmental issues, land use, air emissions, water use, zoning, workplace safety, restrictions imposed on the re-refining industry such as restrictions on production, substantial changes in product quality standards, restrictions on feedstock supply, price controls and export controls. Any changes in financial incentives, investment regulations, policies or a shift in political attitudes are beyond the control of Vertex Nevada and may adversely affect its business and future financial results.
 
Environmental risks and regulations may adversely affect Vertex Nevada’s business.
 
All phases of designing, constructing and operating Vertex Nevada’s refining and planned re-refining plant present environmental risks and hazards. Vertex Nevada is subject to environmental regulation implemented or imposed by a variety of federal, state and municipal laws and regulations as well as international conventions. Among other things, environmental legislation provides for restrictions and prohibitions on spills and discharges, as well as emissions of various substances produced in association with Vertex Nevada’s operations. Legislation also requires that facility sites be operated, maintained, abandoned and reclaimed in such a way that would satisfy applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach could result in the imposition of fines and penalties, some of which could be material. Environmental legislation is evolving in a manner Vertex Nevada expects may result in stricter standards and enforcement, larger fines and liability, as well as potentially increased capital expenditures and operating costs. The presence or discharge of pollutants in or into the air, soil or water may give rise to liabilities to governments and third parties and may require Vertex Nevada to incur costs to remedy such presence or discharge. If Vertex Nevada is unable to remediate such conditions economically or obtain reimbursement or indemnification from third parties, its financial condition and results of operations could be adversely affected. Vertex Nevada cannot assure you that the application of environmental laws to its business will not cause it to limit its production, to significantly increase the costs of its operations and activities, to reduce the market for its products or to otherwise adversely affect its financial condition, results of operations or prospects.
 
Penalties Vertex Nevada may incur could impair its business.
 
Failure to comply with government regulations could subject Vertex Nevada to civil and criminal penalties and may negatively affect the value of its assets or its ability to conduct its business. Vertex Nevada may also be required to take corrective actions, including, but not limited to, installing additional equipment, which could require it to make substantial capital expenditures. Vertex Nevada could also be required to indemnify its employees in connection with any expenses or liabilities that they may incur individually in connection with regulatory action against Vertex Nevada. These could result in a material adverse effect on Vertex Nevada’s prospects, business, financial condition and its results of operations.
 
If Vertex Nevada cannot maintain adequate insurance coverage, it will be unable to continue certain operations.
 
Vertex Nevada’s business exposes it to various risks, including claims for causing damage to property and injuries to persons that may involve allegations of negligence or professional errors or omissions in the performance of its services. Such claims could be substantial. Vertex Nevada believes that its insurance coverage is presently adequate and similar to, or greater than, the coverage maintained by other similarly situated companies in the industry. If Vertex Nevada is unable to obtain adequate or required insurance coverage in the future, or if such insurance is not available at affordable rates, Vertex Nevada could be in violation of its permit conditions and other requirements of the environmental laws, rules and regulations under which it operates. Such violations could render Vertex Nevada unable to continue certain of its operations. These events could result in an inability to operate certain assets and significantly impair its financial condition.
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Increases in energy costs will affect Vertex Nevada’s operating results and financial condition.
 
Vertex Nevada’s production costs will be dependent on the costs of the energy sources used to run its facilities and to procure feedstock. These costs are subject to fluctuations and variations, and Vertex Nevada may not be able to predict or control these costs. If these costs exceed Vertex Nevada’s expectations, this may adversely affect its results of operations.
 
Vertex Nevada’s insurance policies do not cover all losses, costs or liabilities that it may experience.
 
Vertex Nevada maintains insurance coverage, but these policies do not cover all of its potential losses, costs or liabilities. Vertex Nevada could suffer losses for uninsurable or uninsured risks, or in amounts in excess of its existing insurance coverage, which would significantly affect its financial performance. Vertex Nevada’s insurance policies also have deductibles and self-retention limits that could expose it to significant financial expense. Vertex Nevada’s ability to obtain and maintain adequate insurance may be affected by conditions in the insurance market over which it has no control. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on Vertex Nevada’s business, financial condition and results of operations. In addition, Vertex Nevada’s business requires that it maintain various types of insurance. If such insurance is not available or not available on economically acceptable terms, Vertex Nevada’s business would be materially and adversely affected.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 
The following information describes various related parties and affiliates of Vertex Nevada. VTX, Inc, which is wholly owned by Mr. Cowart, the Chief Executive Office and Chairman of Vertex Nevada, is the general partner of all of the entities described below.
 
CrossRoad Carriers (“ CRC ”)
 
CRC is a transportation company engaged in the transporting of petroleum fuels, bio fuels, and chemicals, and is 95.1% owned by Vertex LP and affiliated with Benjamin P. Cowart, Vertex Nevada’s Chairman and Chief Executive Officer, who serves as the general partner of CRC through VTX, Inc., an entity owned by Mr. Cowart. CRC provides transport services for Vertex LP and Vertex Nevada as well as for various third parties. The total costs and terms associated with the transportation fees that CRC charges Vertex Nevada are substantially similar to the terms granted to CRC’s other clients (including Vertex LP), which Vertex Nevada believes approximate current market rates.
 
Approximately 60% of feedstock that comes into Vertex Nevada is transported by CRC, and 85-90% of Vertex Nevada’s trucking needs are fulfilled by CRC.
 
Vertex Recovery (“ VR ”)
 
VR is a generator solutions company for the proper recycling and management of petroleum products, 92.5% owned by Vertex LP, whose general partner is VTX. VR receives petroleum products from various third parties and generally works as a broker for petroleum products. VR sells products to Vertex LP and/or acts as a broker in connection with sales. Approximately 25-35% (including H&H and H&H Baytown (described below)) of Vertex Nevada’s total feedstock come from VR.
 
VR’s established business practice is for Vertex Nevada to have the first option to accept or not to accept any feedstock streams which VR becomes aware of at the current market price.
 
VR is a “ third party supplier ” - a company that collects petroleum products (“ Feedstock ”) from various Generators and then resells such Feedstock. A “ Generator ” is any person or entity whose activity or process produces used oil or whose activity first causes used oil to be subject to regulation (for example, an automotive service center that performs oil changes). Vertex Nevada is not currently a Generator or a Third Party Supplier, but is only a purchaser of Feedstock through VR and/or through alternative third party suppliers.
 
H&H Oil (Austin, Texas) (“ H&H ”)
 
H&H is a wholly-owned business unit of VR and is a used oil collection company. H&H sells product to Vertex Nevada and third parties. Historically, approximately 10% of Vertex Nevada’s feedstock has come from H&H, and approximately 40% of H&H’s feedstock has been sold to Vertex Nevada.
 
H&H Oil (Baytown, Texas) (“ H&H-Baytown ”)
 
H&H Baytown is a wholly-owned business unit of VR and is a used oil collection company. H&H Baytown sells product to Vertex LP. It is anticipated that H&H-Baytown will continue to sell product to Vertex Nevada following the merger. Historically, approximately 10% of Vertex LP’s feedstock has come from H&H Baytown, and approximately 65% of H&H-Baytown’s feedstock has been sold to Vertex LP.
 
Cedar Marine Terminal (“ CMT ”)
 
CMT is a marine terminal 99% owned by Vertex LP that is engaged in the storage and terminaling of petroleum fuels. CMT is contracted to store products for Vertex Nevada and Vertex LP, as well as third parties. CMT’s general partner is VTX.
 
Approximately 40% of Vertex Nevada’s feedstock is terminaled and stored at CMT. Approximately 40% of the feedstock that is terminaled at CMT belongs to Vertex Nevada, with an additional approximately 20% owned by companies affiliated with Vertex LP. The remaining approximately 40% belongs to an unrelated third party.
 
CMT is also working on new “ thermal/chemical extraction technology ” - a process infrastructure located at the Cedar Marine Terminal, operated and managed by CMT, consisting of multiple tanks, associated piping and proprietary design and engineering for the thermal/chemical extraction of used motor oil. Vertex Nevada has the right pursuant to the Operating and Licensing Agreement described below, to license from CMT, the thermal/chemical extraction technology at a price equal to the documented development costs of such technology plus 10%. It is anticipated that CMT will operate the actual thermal/chemical extraction technology and Vertex Nevada will pay an operations fee to CMT. Although it is currently anticipated that Vertex LP and Vertex Nevada will be the only entities using the thermal/chemical extraction technology, because the license will be non-exclusive, CMT may license the technology to other parties and/or sell the technology outright. CMT currently provides terminalling services to Vertex Nevada’s competitors and may increase the volume of such services in the future.
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Vertex Residual Management (“ VRM ”)
 
VRM is an environmental consulting services company which is 69% owned by Vertex LP and controlled by Mr. Cowart through his ownership of VTX. VRM provides environmental compliance, residual management and regulatory oversight services (including permitting) to Vertex Nevada, Vertex LP and other affiliated companies, as well as third parties.
 
Vertex LP has an arrangement with VRM pursuant to which VRM provides services to Vertex LP and all of the other Vertex LP-related parties at cost, at the rate of 426 hours per month at $50 per hour for each entity, adjustable every six months. Vertex Nevada is responsible for its pro-rata share of the monthly fee payable to VRM pursuant to the pre-existing arrangement between VRM and Vertex LP, which has continued following the Merger.
 
-----------------------------------------
 
Vertex Nevada has also entered into a lease with Vertex LP, pursuant to which Vertex Nevada agreed to sublease office space, office equipment and support services from Vertex LP at the rate of approximately $3,710 per month.
 
Affiliated Employees
 
Certain employees of Vertex Nevada spend a portion of their time working on behalf of companies that are affiliates of Mr. Cowart. These employees are not compensated by Vertex Nevada for any time dedicated to those companies.
 
Services Agreement

In connection with the Merger, Vertex LP and Vertex Nevada entered into a Services Agreement (the “ Services Agreement ”).  Pursuant to the Services Agreement, Vertex LP (through its various affiliates) agreed to perform services for Vertex Nevada, billed at the lesser of (a) the rates Vertex LP charges to non-affiliates, and (b) rates less than the amount Vertex LP charges to non-affiliates as mutually agreed between the parties, including the following:

 
·
Transportation services through CrossRoad Carriers for the transportation of Vertex Nevada's feedstock and refined and re-refined petroleum products;

 
·
Environmental compliance and regulatory oversight services to be performed by Vertex Residual Management Group LP., and

 
·
Terminaling services through Cedar Marine Terminals for the storage and loading out of feedstock by barge, unless such services are covered under a separate agreement entered into between the Parties.

The Services Agreement has a term of five (5) years, but can be terminated at any time with the mutual consent of both parties, with thirty days prior written notice in the event any provision of the agreement is breached, by the non-breaching party, or at any time with five (5) days written notice if Mr. Cowart is no longer employed by Vertex Nevada.
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Operating and Licensing Agreement

Additionally, in connection with the Merger and effective as of the effective date of the Merger, Cedar Marine Terminals, L.P. (“ CMT ”) and Vertex Nevada entered into an Operating and Licensing Agreement (the “ Operating Agreement ”).  Pursuant to the Operating Agreement, CMT agreed to provide services to Vertex Nevada in connection with the operation of the Terminal run by CMT, and the operations of and use of certain proprietary technology relating to the re-refining of certain oil feedstock referred to as its “ Thermal/chemical extraction technology ” (“ OP#2 ”), in connection with a Terminaling Agreement by and between CMT and Vertex LP.  Additionally, Vertex Nevada has the right, following the payment of the R&D Costs (as defined below) to use the first 33,000 monthly barrels of the capacity of OP#2 pursuant to the terms of the Operating Agreement, with CMT being provided the right to use the next 20,000 barrels of capacity and any additional capacity allocated pro rata (based on the percentages above), subject to separate mutually agreeable allocations.

The Operating Agreement has a term expiring on February 28, 2017, and can be terminated (a) by the mutual consent of both parties, (b) with thirty days prior written notice, if any term of the agreement is breached, by the non-breaching party, or (c) at any time after the R&D Costs (as defined below) are paid and Mr. Cowart’s employment has been terminated by Vertex Nevada.

In consideration for the services to be rendered pursuant to the Operating Agreement, Vertex Nevada agreed to pay CMT its actual costs and expenses associated with providing such services, plus 10%, subject to a maximum price per gallon of $0.40, subject to OP#2 meeting certain minimum volume requirements as provided in the agreement.

Pursuant to the Operating Agreement, Vertex Nevada also has the right to a non-revocable, non-transferable, royalty-free, perpetual (except as provided in the agreement) license to use the technology associated with the operations of OP#2 in any market in the world (the “ License ”), provided that Vertex Nevada pays CMT the documented net development costs of OP#2, up to a maximum of $1.4 million (the “ R&D Costs ”).

The License expires automatically in the event Vertex Nevada (i) becomes insolvent or takes any action which constitutes its admission of inability to pay its debts as they mature; (ii) makes an assignment for the benefit of creditors, files a petition in bankruptcy, petitions or applies to any tribunal for the appointment of a custodian, receiver or a trustee for it or a substantial portion of its assets; (iii) commences any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation or statute of any jurisdiction, whether now or hereafter in effect; (iv) has filed against it any such petition or application in which an order for relief is entered or which remains undismissed for a period of ninety (90) days or more; (v) indicates its consent to, approval of or acquiescence in any such petition, application, proceeding or order for relief or the appointment of a custodian, receiver or trustee for it or a substantial portion of its assets; or (vi) suffers any such custodianship, receivership or trusteeship to continue un-discharged for a period of ninety (90) days or more; or dissolves or winds up its assets.
 
Right of First Refusal Agreement

Effective as of the date of the Merger, Vertex Nevada has the right, pursuant to a Right of First Refusal Agreement (the “ Right of First Refusal Agreement ”), to (a) match any third party offer to purchase Vertex LP, or any of its subsidiaries or assets (the “ Property ”) within thirty (30) days of the date such offer is received by Vertex Nevada, and (b) following the expiration of eighteen (18) months following the effective date of the Merger, to purchase any of the Property at a price to be determined by an independent third-party evaluation expert mutually agreed upon by the parties.  The Right of First Refusal Agreement, and the rights provided for therein remain in effect as long as Mr. Cowart is employed by Vertex Nevada.
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BENEFICIAL OWNERSHIP OF SECURITIES
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth certain information regarding the beneficial ownership of Vertex Nevada’s common stock as of June 23, 2009 by (i) each person who is known by Vertex Nevada to own beneficially more than five percent (5%) of Vertex Nevada’s outstanding common stock; (ii) each of Vertex Nevada’s directors; (iii) each of Vertex Nevada’s executive officers; and (iv) all of Vertex Nevada’s current executive officers and directors as a group. As of June 23, 2009, approximately 8,261,659 shares of Vertex Nevada common stock were issued and outstanding and approximately 4,726,443 shares of Series A Preferred Stock (which each vote one voting share on shareholder matters) were issued and outstanding for approximately 12,988,102 voting shares.
 
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities. Vertex Nevada believes that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person.
 
Shareholder Name
 
Number of Shares Beneficially Owned
 
Percent (1)
         
         
Benjamin P. Cowart
Chief Executive Officer and Chairman
 
8,252,161
(a)
60.4%
         
John Pimentel
Director
 
458,279
(b)
2.8%
         
Ingram Lee
Treasurer and Director
 
213,331
(c)
1.6%
         
Dan Borgen
Director
 
5,000
(d)
*
         
David Phillips
Director
 
5,000
(e)
*
         
Christopher Carlson
Secretary
 
369,522
(f)
2.8%
         
Matthew Lieb - Chief Operating Officer
 
140,000
(g)
1.1%
         
Trellus Management Company, LLC   (h)
 
1,981,625
(i)
15.1%
350 Madison Avenue, 8th Floor
New York, New York 10017
       
         
         
Total Officers and Directors
(7 Persons)
 
8,768,365
 
61.9%
 
-47-

 
* Indicates beneficial ownership of less than 1% of the total outstanding common stock.
 
(1) Based on 8,261,659 shares of Vertex Nevada common stock issued and outstanding and 4,726,443 shares of Series A Preferred Stock issued and outstanding (which each vote one voting share on shareholder matters) totaling 12,988,102 voting shares. Additionally, shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of June 23, 2009, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. Unless otherwise indicated, the address for each of the officers or Directors listed in the table above is 1331 Gemini Street, Houston, Texas 77058.
 
(a) Includes 55,311 shares held by VTX, Inc., which Mr. Cowart serves as President of and is deemed to beneficially own (" VTX ").  Also includes warrants to purchase an aggregate of 7,789 shares of the Company's common stock held by VTX, at various exercise prices from $1.55 to $37.00 per share, and with various expiration dates from between April 28, 2010 and February 26, 2018, granted to VTX, as a Partner of Vertex LP, for consideration in connection with the Merger (as described above)(the " Make-Whole Warrants ").  Also includes Make-Whole Warrants to purchase an aggregate of 658,690 shares of our common stock held personally by Mr. Cowart.
         
(b) Includes 35,000 shares held by Mr. Pimentel's wife, 3,030 shares of the Company's Series A Preferred Stock, warrants to acquire 250 shares of our common stock at an exercise price of $27.50 per share, and options to acquire 200,000 shares of common stock at an exercise price of $0.50 per share.
         
(c) Includes 182,622 shares owned by PTI, Inc., which are beneficially owned by Mr. Lee (" PTI ").  Also includes Make-Whole Warrants to purchase 25,709 shares of our common stock owned by PTI, and options to purchase 5,000 shares of the Company's common stock at an exercise price of $1.20 per share.  Does not include options to purchase 15,000 shares of the Company's common stock at an exercise price of $1.20 per share, which options have not vested to Mr. Lee to date.
         
(d) Includes options to purchase 5,000 shares of the Company's common stock at an exercise price of $1.20 per share.  Does not include options to purchase 15,000 shares of the Company's common stock at an exercise price of $1.20 per share, which options have not vested to Mr. Borgen to date.
         
(e) Includes options to purchase 5,000 shares of the Company's common stock at an exercise price of $1.20 per share.  Does not include options to purchase 15,000 shares of the Company's common stock at an exercise price of $1.20 per share, which options have not vested to Mr. Phillips to date.
         
(f) Includes Make-Whole Warrants to purchase 41,278 shares of our common stock and options to purchase 35,000 shares of the Company's common stock at an exercise price of $1.20 per share.  Does not include options to purchase 105,000 shares of the Company's common stock at an exercise price of $1.20 per share, which options have not vested to Mr. Carlson to date.
         
(g) Includes options to purchase 40,000 shares of our common stock at an exercise price of $14.20 per share and options to purchase 35,938 shares of our common stock at an exercise price of $0.50 per share.  Does not include options to purchase 164,062 shares of our common stock which options have not vested to Mr. Lieb to date.
         
(h) Represents shares and warrants beneficially owned by Trellus Offshore Fund Limited, Trellus Partners, II and Trellus Partners, LP, which are beneficially owned by Trellus Management Company, LLC.
         
(i) Includes 1,841,625 shares of Series A Preferred Stock of the Company and warrants to purchase 100,000 shares of the Company's common stock at an exercise price of $27.50 and warrants to purchase 40,000 shares of the Company's common stock at an exercise price of $0.10 per share.
 
-48-

 
DESCRIPTION OF VERTEX NEVADA CAPITAL STOCK
 
Common Stock
 
The total number of authorized shares of Vertex Nevada common stock is 750,000,000 shares, $0.001 par value per share.
 
Each share of Vertex Nevada common stock is entitled to equal dividends and distributions per share with respect to the common stock when, as and if declared by Vertex Nevada’s board of directors. No holder of any shares of Vertex Nevada common stock has a preemptive right to subscribe for any Vertex Nevada security, nor are any shares of Vertex Nevada common stock subject to redemption or convertible into other securities. Upon liquidation, dissolution or winding-up of Vertex Nevada, and after payment of creditors and preferred shareholders of Vertex Nevada, if any, the assets of Vertex Nevada will be divided pro rata on a share-for-share basis among the holders of Vertex Nevada common stock. Each share of Vertex Nevada common stock is entitled to one vote, except with respect to the election of directors. Shares of Vertex Nevada common stock do not possess any rights in respect of cumulative voting.
 
Preferred Stock
 
The total number of “blank check” authorized shares of Vertex Nevada preferred stock is 50,000,000 shares, $0.001 par value per share. The total number of authorized shares of Vertex Nevada’s Series A Convertible Preferred Stock (“ Vertex Nevada Series A Preferred ”) is 5,000,000.
 
Vertex Nevada Series A Preferred
 
Holders of outstanding shares of Vertex Nevada Series A Preferred are entitled to receive dividends, when, as, and if declared by Vertex Nevada’s board of directors. No dividends or similar distributions may be made on shares of capital stock or securities junior to the Vertex Nevada Series A Preferred until dividends in the same amount per share on the Vertex Nevada Series A preferred have been declared and paid. In connection with a liquidation, winding-up, dissolution or sale of Vertex Nevada, each share of Vertex Nevada Series A Preferred is entitled to receive $1.49 prior to similar liquidation payments due on shares of Vertex Nevada common stock or any other class of securities junior to the Vertex Nevada Series A Preferred. Shares of Vertex Nevada Series A Preferred are not entitled to participate with the holders of Vertex Nevada common stock with respect to the distribution of any remaining assets of Vertex Nevada.
 
Each share of Vertex Nevada Series A Preferred is entitled to that number of votes equal to the number of whole shares of Vertex Nevada common stock into which it is convertible. Generally, holders of Vertex Nevada common stock and Vertex Nevada Series A Preferred vote together as a single class.
 
Shares of Vertex Nevada Series A Preferred automatically convert into shares of Vertex Nevada common stock on the earliest to occur of the following:
 
 
·
The affirmative vote or written consent of the holders of a majority of the then-outstanding shares of Vertex Nevada Series A Preferred;

 
·
If the closing market price of Vertex Nevada common stock averages at least $15.00 per share over a period of 20 consecutive trading days and the daily trading volume averages at least 7,500 shares over such period;

 
·
If Vertex Nevada consummates an underwritten public offering of its securities at a price per share not less than $10.00 and for a total gross offering amount of at least $10 million; or

 
·
If a sale of Vertex Nevada occurs resulting in proceeds to the holders of Vertex Nevada Series A Preferred of a per share amount of at least $10.00.
 
 
·
Holders of Vertex Nevada Series A Preferred may not voluntarily convert their shares into Vertex Nevada common stock for at least one year following the issuance of the Vertex Nevada Series A Preferred. Thereafter, holders may convert their shares of Vertex Nevada Series A Preferred subject to the following conditions:
-49-

 
·
At any time following the one-year anniversary of the issuance of Vertex Nevada Series A Preferred, holders may convert only up to that number of shares such that, upon conversion, the aggregate beneficial ownership of Vertex Nevada common stock of any such holder does not exceed 4.99% of Vertex Nevada’s common stock then outstanding; and

 
·
Prior to the three-year anniversary of the issuance of Vertex Nevada Series A Preferred, no holder may, in any given three-month period, convert more than that number of shares of Vertex Nevada Series A Preferred that equals 5% of the total number of shares of Vertex Nevada Series A Preferred then beneficially owned by such holder.

Each share of Vertex Nevada Series A Preferred converts into one share of Vertex Nevada common stock, subject to adjustment.
 
Special Voting Rights
 
The holder of each share of Vertex Nevada Series A Preferred is entitled to that number of votes equal to the number of whole shares of Vertex Nevada common stock into which such holder’s shares are convertible. In general, holders of Vertex Nevada common stock and Vertex Nevada Series A Preferred vote together as a single class. However, so long as at least 50% of the shares of the Vertex Nevada Series A Preferred originally issued in the merger remain outstanding, holders of Vertex Nevada Series A Preferred are entitled to elect one member of Vertex Nevada’s five-person board of directors. Any director elected by holders of shares of Vertex Nevada Series A Preferred may be removed during such director’s term of office, either with or without cause, only by the affirmative vote of at least 66-2/3% of the then outstanding shares of Vertex Nevada Series A Preferred.
 
Lock-Up Agreement
 
The Vertex Nevada shares issued to certain insiders, founders and early owners of World Waste are subject to a contractual lock-up voluntarily entered into by such holders in connection with the Merger (the “ Lock-up Agreements ”).  The Lock-up Agreements provide that that until three years following the effective date of the Merger (the “ Lock-Up Period ”), such shareholders cannot sell, assign, pledge or otherwise transfer any shares of Vertex Nevada common stock such holders beneficially own, without Vertex Nevada’s prior written consent.  Notwithstanding the foregoing, the Lock-up Agreements provide that the holders may transfer (i) all or any portion of the shares subject to the Lock-up Agreements commencing on the date that the closing price of Vertex Nevada’s common stock has averaged at least $15.00 per share over a period of 20 consecutive trading days and the daily trading volume over the same 20-day period has averaged at least 7,500 shares; (ii) all or any portion of the shares as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound by the restrictions set forth in the Lock-up Agreement, (iii) all or any portion of the shares to any trust for the direct or indirect benefit of the holder or the immediate family of the holder, provided that the trustee of the trust agrees to be bound by the restrictions set forth in the Lock-up Agreement, and provided further that any such transfer shall not involve a disposition for value, and (iv) in any given three-month period commencing on the one-year anniversary of the effective date of the Merger, up to that number of shares equal to 5% of the total number of shares then beneficially owned by such holder.
 
Limitations of Liability and Indemnification of Directors
 
Section 78.037 of the Nevada Revised Statutes, or “ NRS, ” allows a corporation, through its articles of incorporation, to limit or eliminate the personal liability of directors and officers to the corporation and its shareholders for damages for breach of fiduciary duty. However, this provision excludes any limitation on liability for:
 
 
·
acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or

 
·
the payment of distributions in violation of Section 78.300 of the NRS.
-50-

Vertex Nevada’s articles of incorporation and bylaws provide that directors and officers are not personally liable to the corporation or its shareholders for damages for breach of fiduciary duty. Consistent with Nevada law, this provision, however, does not eliminate or limit the liability of a director for acts or omissions not in good faith or which involve intentional misconduct, fraud, or a knowing violation of law, the payment of dividends in violation of NRS Section 78.300 or for any receipt of an improper personal benefit.
 
Section 78.7502 of the NRS permits a corporation to indemnify any agent of the corporation who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation), against expenses, judgments, fines, settlements, and other amounts incurred in connection with the proceeding. Further, Section 78.7502 of the NRS provides that a corporation must indemnify directors, officers, employees and agents against expenses actually and reasonably incurred to the extent the person was successful on the merits in defending the proceeding. In addition, Section 78.7502 of the NRS permits indemnification against expenses actually and reasonably incurred in connection with the defense or settlement of the action by or in the right of the corporation to obtain a judgment in its favor. A corporation may not provide indemnification for any:
 
 
·
claim, issue or matter for which the person has been found liable to the corporation; or

 
·
amounts paid in settlement to the corporation, unless the court determines that the person is fairly and reasonably entitled to indemnity for the expenses.
 
Section 78.751 of the NRS provides that indemnification, unless ordered by a court, may not be made to or on behalf of any director, officer, employee or agent if a court establishes that the person’s acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the proceeding. In the case of a criminal proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. Section 78.752 of the NRS permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation for any liability and expenses whether or not the corporation has the authority to indemnify the person for the liability and expenses. Vertex Nevada’s by-laws permit the foregoing indemnification. This indemnification is allowed only if the person acted in good faith and in a manner the person believed to be in the best interests of the corporation. The decision of whether indemnification will be provided must be made by the shareholders, by the board by a majority vote of a quorum consisting of directors who are not parties to the proceeding (or a committee thereof), or by independent legal counsel in a written opinion if ordered by a majority vote of a quorum of disinterested directors or if a quorum of disinterested directors cannot be obtained.
 
Options and Warrants
 
Vertex Nevada assumed warrants to purchase approximately 94,084 shares of its common stock, each at a nominal exercise price and warrants to purchase an aggregate of 542,916 shares of common stock with exercise prices ranging from between $10.00 and $27.50 per share and options to purchase 618,800 shares of common stock with exercise prices ranging from between $1.55 to $37.00 per share in connection with the Merger.  Vertex Nevada also granted warrants to purchase an aggregate of 774,478 shares of Vertex Nevada’s common stock to the partners of Vertex LP, which warrants had various exercise prices ranging from $1.55 to $37.00 per share, and had various expiration dates from between April 28, 2010 and February 26, 2018, and which warrants represented 40% of the total outstanding warrants and options of World Waste (not taking into account the warrants with a nominal exercise price, as described above) on the effective date of the Merger.
 
Vertex Nevada has also granted an aggregate of 866,500 options, all of which are held by Vertex Nevada’s employees, directors, and consultants.
-51-

Anti-Takeover Provisions
 
Business Combinations
 
Sections 78.411 to 78.444 of the NRS prohibit a Nevada corporation from engaging in a “ combination ” with an “ interested stockholder ” for three years following the date that such person becomes an interested shareholder and place certain restrictions on such combinations even after the expiration of the three-year period. With certain exceptions, an interested stockholder is a person or group that owns 10% or more of the corporation’s outstanding voting power (including stock with respect to which the person has voting rights and any rights to acquire stock pursuant to an option, warrant, agreement, arrangement, or understanding or upon the exercise of conversion or exchange rights) or is an affiliate or associate of the corporation and was the owner of 10% or more of such voting stock at any time within the previous three years.
 
A Nevada corporation may elect not to be governed by Sections 78.411 to 78.444 by a provision in its articles of incorporation. Vertex Nevada has such a provision in its articles of incorporation, as amended, pursuant to which it has elected to opt out of Sections 78.411 to 78.444; therefore, these sections do not apply to Vertex Nevada.
 
Control Shares
 
Nevada law also seeks to impede “ unfriendly ” corporate takeovers by providing in Sections 78.378 to 78.3793 of the NRS that an “ acquiring person ” shall only obtain voting rights in the “ control shares ” purchased by such person to the extent approved by the other shareholders at a meeting. With certain exceptions, an acquiring person is one who acquires or offers to acquire a “ controlling interest ” in the corporation, defined as one-fifth or more of the voting power. Control shares include not only shares acquired or offered to be acquired in connection with the acquisition of a controlling interest, but also all shares acquired by the acquiring person within the preceding 90 days. The statute covers not only the acquiring person but also any persons acting in association with the acquiring person.
 
A Nevada corporation may elect to opt out of the provisions of Sections 78.378 to 78.3793 of the NRS. Vertex Nevada has no provision in its articles of incorporation pursuant to which it has elected to opt out of Sections 78.378 to 78.3793; therefore, these sections do apply to Vertex Nevada.
 
Recent Sales of Unregistered Securities

In connection with the closing of the Merger, Vertex Nevada issued an aggregate of 5,502,000 shares of its restricted common stock to the partners of Vertex LP, which included the issuance of 4,679,488 shares of common stock to Benjamin P. Cowart, the Company’s Chief Executive Officer and Chairman; 55,311 shares of common stock to an entity which Mr. Cowart controls; 182,622 shares of common stock to an entity which our Director, Ingram Lee controls; and 293,244 shares of common stock to our Secretary, Chris Carlson.

Additionally in connection with the closing of the Merger, Vertex Nevada granted warrants to purchase an aggregate of 774,478 shares of the Company's common stock to the partners of Vertex LP, which warrants had various exercise prices from $1.55 to $37.00 per share, and had various expiration dates from between April 28, 2010 and February 26, 2018.  

With an effective date of April 16, 2009, Vertex Nevada entered into employment agreements with John Pimentel and Matthew Lieb.  Mr. Pimentel and Mr. Lieb were granted options in connection with the entry into their employment agreements.  Mr. Pimentel was granted an aggregate of 200,000 options, of which 100,000 vested immediately and 100,000 are to vest quarterly, at the rate of 12,500 per quarter over the eight fiscal quarters following the first fiscal quarter after the effective grant date of the options, subject to acceleration and forfeiture as provided in the option agreement.  Mr. Lieb was granted an aggregate of 200,000 options, of which 25,000 vested immediately and 175,000 are to vest quarterly, at the rate of 10,937 per quarter, over the sixteen fiscal quarters following the first fiscal quarter after the effective grant date of the options, subject to acceleration and forfeiture as provided in the option agreement.  The exercise price of the option grants was set by the Board of Directors, based on the closing bid price of Vertex Nevada’s common stock on May 9, 2009, at $0.50 per share, which includes the effects of the December 2008 1:10 reverse stock split of Vertex Nevada’s common stock, which has been retroactively reflected herein. In connection with the termination of Mr. Pimentel’s employment as Vice President of Corporate Development on June 22, 2009, as described above, all of Mr. Pimentel’s options vested immediately to Mr. Pimentel.
 
Vertex Nevada claims an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, for the above issuances and grants, since the issuances and grants did not involve a public offering, the recipients took the securities for investment and not resale and Vertex Nevada took appropriate measures to restrict transfer.
-52-

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial statements of business acquired.

Filed as Exhibits 99.1, 99.2, 99.3 and 99.4, herewith.

(b) Pro forma financial information

Filed as Exhibit 99.5, herewith.

(d) Exhibits

EXHIBIT NO.
DESCRIPTION
   
2.1(1)
Amendment No. 5, dated as of March 31, 2009, to Amended and Restated Agreement and Plan of Merger by and among World Waste Technologies, Inc., Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), Vertex Energy, Inc., Vertex Merger Sub, LLC and Benjamin P. Cowart.
   
3.1*
Articles of Incorporation (and amendments thereto) of Vertex Energy, Inc.
   
3.2(1)
Amended and Restated Certificate of Designation of Rights, Preferences and Privileges of Vertex Nevada, Inc.'s Series A Convertible Preferred Stock.
   
3.3*
Withdrawal of Designation of the Company’s Series B Preferred Stock
   
3.4*
Bylaws of Vertex Energy, Inc.
   
4.1*
Vertex Energy, Inc., 2008 Stock Incentive Plan
   
10.1*
Asset Transfer Agreement
   
10.2*
Services Agreement
   
10.3*
Right of First Refusal Agreement
   
10.4*
Operating and Licensing Agreement
   
10.5*
Employment Agreement with Benjamin P. Cowart
   
10.6*
Employment Agreement with John Pimentel
 
-53-

 
   
10.7*
Employment Agreement with Matthew Lieb
   
10.8*
Letter Loan Agreement with Regions Bank
   
10.9*
Line of Credit with Regions Bank
   
10.10*
Security Agreement with Regions Bank
   
14.1*
Code of Ethics
   
16. 1 *
Letter from Stonefield Josephson, Inc.
   
99.1*
Audited Financial Statements of Vertex Holdings, L.P. formerly Vertex Energy, L.P. (certain assets, liabilities and operations related to its black oil division and certain assets, liabilities and operations of the refining and marketing division) for the years ended December 31, 2008 and 2007
   
99.2*
Unaudited Financial Statements of Vertex Holdings, L.P. formerly Vertex Energy, L.P. (certain assets, liabilities and operations related to its black oil division and certain assets, liabilities and operations of the refining and marketing division) for the three months ended March 31, 2009 and 2008
   
99.3*
Audited Financial Statements of Vertex Energy, Inc. as of December 31, 2008
   
99.4*
Unaudited Interim Financial Statements of Vertex Energy, Inc. for the three months ended March 31, 2009 and 2008
   
99.5*
Pro Forma Financial Statements of Vertex Energy, Inc.
   
99.6*
Glossary of Selected Terms


* Filed herewith.
(1) Filed as an exhibit to the registrant’s Report on Form 8-K, filed with the Commission on April 8, 2009, and incorporated herein by reference.
 
-54-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
VERTEX ENERGY, INC.
   
Date: June 26, 2009
By: /s/ Benjamin P. Cowart
 
Benjamin P. Cowart
 
Chief Executive Officer
 
 
-55-


 
Exhibit 3.1
 
 

 
ARTICLES OF INCORPORATION
OF
VERTEX ENERGY, INC.


ARTICLE I.

The name of the corporation (hereinafter called the “Corporation”) is: Vertex Energy, Inc.

ARTICLE II.

The resident agent and registered office of the Corporation within the State of Nevada is Incorp Services, Inc., 3155 East Patrick Lane – Suite 1, Las Vegas, Nevada, 89120-3481.

ARTICLE III.

The nature of the business of the Corporation and the objects or the purposes to be transacted, promoted, or carried on by it are as follows:

To engage in any lawful activity for which Corporations may be incorporated under the Nevada General Corporation Law.

ARTICLE IV.

The total number of shares of stock that the Corporation shall have authority to issue is 800,000,000, consisting of 750,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), and 50,000,000 shares of “blank check” preferred stock par value $0.001 per share (“Preferred Stock”).

Shares of Preferred Stock of the Corporation may be issued from time to time in one or more series, each of which shall have such distinctive designation or title as shall be determined by the Board of Directors of the Corporation (“Board of Directors”) prior to the issuance of any shares thereof.  Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof.  The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of the capital stock of the corporation entitled to vote generally in the election of the directors (the “Voting Stock”), voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
-2-

ARTICLE V.

The governing Board of the Corporation shall be styled as a “Board of Directors,” and any member of said Board shall be styled as a “director.”

The number of members constituting the first Board of Directors of the Corporation is one (1); and the name and the post office address of said member is as follows:

Name
Address
Ben Cowart
 
1331 Gemini Suite 103
Houston, Texas 77058
 

The number of directors of the Corporation may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided, that the number of directors shall never be less than one.  In the interim between elections of directors by stockholders entitled to vote, all vacancies, including vacancies caused by an increase in the number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote which are not filled by said stockholders, may be filled by the remaining directors, though less than a quorum.

ARTICLE VI.

No fully paid shares of any class of stock of the Corporation shall be subject to any further call or assessment in any manner or for any cause.  The good faith determination of the Board of Directors of the Corporation shall be final as to the value received in consideration of the issuance of fully paid shares.
-3-

ARTICLE VII.

The name and the post office address of the incorporator signing these Articles of Incorporation is as follows:

Name
Address
Chris Carlson
 
1331 Gemini Suite 103
Houston, Texas 77058
 

ARTICLE VIII.

The Corporation shall have perpetual existence.

ARTICLE IX.

The holders of a majority of the outstanding shares of stock which have voting power shall constitute a quorum at a meeting of stockholders for the transaction of any business unless the action to be taken at the meeting shall require a greater proportion.

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to fix the amount to be reserved as working capital over and above its paid-in capital stock, and to authorize and cause to be executed, mortgages and liens upon the real and personal property of the Corporation.

ARTICLE X.

The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the Nevada General Corporation Law, as the same may be amended and supplemented.

ARTICLE XI.

The Corporation shall, to the fullest extent permitted by the Nevada General Corporation Law, as the same may be amended and supplemented, indemnify any an all persons whom it shall have power to indemnify under said Law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
-4-

ARTICLE XII.

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE XIII.

Shareholders of the Corporation shall not have cumulative voting rights nor preemptive rights.

Signed this 13th day of May, 2008

 
VERTEX ENERGY, INC.
   
 
By: /s/ Chris Carlson
 
Chris Carlson,
 
Incorporator

 
 
 
-5-

 
 
 
-6-

Exhibit 3.3
 
 
 
 
 

 
Exhibit 3.4
BYLAWS
OF
VERTEX ENERGY, INC.
a Nevada corporation

ARTICLE 1.
DEFINITIONS

1.1            Definitions .  Unless the context clearly requires otherwise, in these Bylaws:

 
(a)
" Board " means the board of directors of the Company.

 
(b)
" Bylaws " means these bylaws as adopted by the Board and includes amendments subsequently adopted by the Board or by the Stockholders.

 
(c)
" Articles of Incorporation " means the Articles of Incorporation of Vertex Energy, Inc., as filed with the Secretary of State of the State of Nevada and includes all amendments thereto and restatements thereof subsequently filed.

 
(d)
" Company " means Vertex Energy, Inc., a Nevada corporation.

 
(e)
" Section " refers to sections of these Bylaws.

 
(f)
" Stockholder " means stockholders of record of the Company.

1.2            Offices .  The title of an office refers to the person or persons who at any given time perform the duties of that particular office for the Company.

ARTICLE 2.
OFFICES

2.1            Principal Office .  The Company may locate its principal office within or without the state of incorporation as the Board may determine.

2.2            Registered Office .  The registered office of the Company required by law to be maintained in the state of incorporation may be, but need not be, the same as the principal place of business of the Company.  The Board may change the address of the registered office from time to time.

2.3            Other Offices .  The Company may have offices at such other places, either within or without the state of incorporation, as the Board may designate or as the business of the Company may require from time to time.

ARTICLE 3.
MEETINGS OF STOCKHOLDERS

3.1            Annual Meetings .  The Stockholders of the Company shall hold their annual meetings for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings at such time, date and place as the Board shall determine by resolution.

3.2            Special Meetings .  The Board, the Chairman of the Board, the President or a committee of the Board duly designated and whose powers and authority include the power to call meetings may call special meetings of the Stockholders of the Company at any time for any purpose or purposes.  Special meetings of the Stockholders of the Company may also be called by the holders of at least 30% of all shares entitled to vote at the proposed special meeting.

3.3            Place of Meetings .  The Stockholders shall hold all meetings at such places, within or without the State of Nevada, as the Board or a committee of the Board shall specify in the notice or waiver of notice for such meetings.

3.4            Notice of Meetings .  Except as otherwise required by law, the Board or a committee of the Board shall give notice of each meeting of Stockholders, whether annual or special, not less than 10 nor more than 50 days before the date of the meeting.  The Board or a committee of the Board shall deliver a notice to each Stockholder entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his address as it appears on the records of the Company, or by transmitting a notice thereof to him at such address by telegraph, telecopy, cable or wireless.  If mailed, notice is given on the date deposited in the United States mail, postage prepaid, directed to the Stockholder at his address as it appears on the records of the Company.  An affidavit of the Secretary or an Assistant Secretary or of the Transfer Agent of the Company that he has given notice shall constitute, in the absence of fraud, prima facie evidence of the facts stated therein.

Every notice of a meeting of the Stockholders shall state the place, date and hour of the meeting and, in the case of a special meeting, also shall state the purpose or purposes of the meeting.  Furthermore, if the Company will maintain the list at a place other than where the meeting will take place, every notice of a meeting of the Stockholders shall specify where the Company will maintain the list of Stockholders entitled to vote at the meeting.

3.5            Stockholder Notice .  Subject to the Articles of Incorporation, the Stockholders who intend to nominate persons to the Board of Directors or propose any other action at an annual meeting of Stockholders must timely notify the Secretary of the Company of such intent.  To be timely, a Stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 50 days nor more than 90 days prior to the date of such meeting; provided, however, that in the event that less than 75 days' notice of the date of the meeting is given or made to Stockholders, notice by the Stockholder to be timely must be received not later than the close of business on the 15th day following the date on which such notice of the date of the annual meeting was mailed.  Such notice must be in writing and must include a (i) a brief description of the business desired to the brought before the annual meeting and the reasons for conducting such business at the meeting; (ii) the name and record address of the Stockholder proposing such business; (iii) the class, series and number of shares of capital stock of the Company which are beneficially owned by the Stockholder; and (iv) any material interest of the Stockholder in such business.  The Board of Directors reserves the right to refuse to submit any such proposal to stockholders at an annual meeting if, in its judgment, the information provided in the notice is inaccurate or incomplete.
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3.6            Waiver of Notice .  Whenever these Bylaws require written notice, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall constitute the equivalent of notice.  Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  No written waiver of notice need specify either the business to be transacted at, or the purpose or purposes of any regular or special meeting of the Stockholders, directors or members of a committee of the Board.

3.7            Adjournment of Meeting .  When the Stockholders adjourn a meeting to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Stockholders may transact any business which they may have transacted at the original meeting.  If the adjournment is for more than 30 days or, if after the adjournment, the Board or a committee of the Board fixes a new record date for the adjourned meeting, the Board or a committee of the Board shall give notice of the adjourned meeting to each Stockholder of record entitled to vote at the meeting.

3.8            Quorum .  Except as otherwise required by law, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes at any meeting of the Stockholders.  In the absence of a quorum at any meeting or any adjournment thereof, the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, or, in the absence therefrom of all the Stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting to another place, date or time.

If the chairman of the meeting gives notice of any adjourned special meeting of Stockholders to all Stockholders entitled to vote thereat, stating that the minimum percentage of stockholders for a quorum as provided by Nevada law shall constitute a quorum, then, except as otherwise required by law, that percentage at such adjourned meeting shall constitute a quorum and a majority of the votes cast at such meeting shall determine all matters.
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3.9            Organization .  Such person as the Board may have designated or, in the absence of such a person, the highest ranking officer of the Company who is present shall call to order any meeting of the Stockholders, determine the presence of a quorum, and act as chairman of the meeting.  In the absence of the Secretary or an Assistant Secretary of the Company, the chairman shall appoint someone to act as the secretary of the meeting.

3.10          Conduct of Business .  The chairman of any meeting of Stockholders shall determine the order of business and the procedure at the meeting, including such regulations of the manner of voting and the conduct of discussion as he deems in order.

3.11          List of Stockholders .  At least 10 days before every meeting of Stockholders, the Secretary shall prepare a list of the Stockholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, showing the address of each Stockholder and the number of shares registered in the name of each Stockholder.  The Company shall make the list available for examination by any Stockholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting will take place or at the place designated in the notice of the meeting.

The Secretary shall produce and keep the list at the time and place of the meeting during the entire duration of the meeting, and any Stockholder who is present may inspect the list at the meeting.  The list shall constitute presumptive proof of the identity of the Stockholders entitled to vote at the meeting and the number of shares each Stockholder holds.

A determination of Stockholders entitled to vote at any meeting of Stockholders pursuant to this Section shall apply to any adjournment thereof.

3.12          Fixing of Record Date .  For the purpose of determining Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or Stockholders entitled to receive payment of any dividend, or in order to make a determination of Stockholders for any other proper purpose, the Board or a committee of the Board may fix in advance a date as the record date for any such determination of Stockholders.  However, the Board shall not fix such date, in any case, more than 60 days nor less than 10 days prior to the date of the particular action.

If the Board or a committee of the Board does not fix a record date for the determination of Stockholders entitled to notice of or to vote at a meeting of Stockholders, the record date shall be at the close of business on the day next preceding the day on which notice is given or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held or the date on which the Board adopts the resolution declaring a dividend.
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3.13          Voting of Shares .  Each Stockholder shall have one vote for every share of stock having voting rights registered in his name on the record date for the meeting.  The Company shall not have the right to vote treasury stock of the Company, nor shall another corporation have the right to vote its stock of the Company if the Company holds, directly or indirectly, a majority of the shares entitled to vote in the election of directors of such other corporation.  Persons holding stock of the Company in a fiduciary capacity shall have the right to vote such stock.  Persons who have pledged their stock of the Company shall have the right to vote such stock unless in the transfer on the books of the Company the pledgor expressly empowered the pledgee to vote such stock.  In that event, only the pledgee, or his proxy, may represent such stock and vote thereon.

A plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote shall determine all elections and, except when the law or Articles of Incorporation require otherwise, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall determine all other matters.

Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.

The Stockholders may vote by voice vote on all matters.  Upon demand by a Stockholder entitled to vote, or his proxy, the Stockholders shall vote by ballot.  In that event, each ballot shall state the name of the Stockholder or proxy voting, the number of shares voted and such other information as the Company may require under the procedure established for the meeting.

3.14          Inspectors .  At any meeting in which the Stockholders vote by ballot, the chairman may appoint one or more inspectors.  Each inspector shall take and sign an oath to execute the duties of inspector at such meeting faithfully, with strict impartiality, and according to the best of his ability.  The inspectors shall ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.  The certification required herein shall take the form of a subscribed, written report prepared by the inspectors and delivered to the Secretary of the Company.  An inspector need not be a Stockholder of the Company, and any officer of the Company may be an inspector on any question other than a vote for or against a proposal in which he has a material interest.
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3.15          Proxies .  A Stockholder may exercise any voting rights in person or by his proxy appointed by an instrument in writing, which he or his authorized attorney-in-fact has subscribed and which the proxy has delivered to the Secretary of the meeting pursuant to the manner prescribed by law.

A proxy is not valid after the expiration of 13 months after the date of its execution, unless the person executing it specifies thereon the length of time for which it is to continue in force (which length may exceed 12 months) or limits its use to a particular meeting.  Each proxy is irrevocable if it expressly states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

The attendance at any meeting of a Stockholder who previously has given a proxy shall not have the effect of revoking the same unless he notifies the Secretary in writing prior to the voting of the proxy.

3.16          Action by Consent .  Any action required to be taken at any annual or special meeting of stockholders of the Company or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Company by delivery to its registered office, its principal place of business, or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested.

Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 50 days of the earliest dated consent delivered in the manner required by this section to the Company, written consents signed by a sufficient number of holders to take action are delivered to the Company by delivery to its registered office, its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
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ARTICLE 4.
BOARD OF DIRECTORS

4.1            General Powers .  The Board shall manage the property, business and affairs of the Company.

4.2            Number .  The number of directors who shall constitute the Board shall equal not less than 1 nor more than 10, as the Board or majority stockholders may determine by resolution from time to time.

4.3            Election of Directors and Term of Office .  The Stockholders of the Company shall elect the directors at the annual or adjourned annual meeting (except as otherwise provided herein for the filling of vacancies).  Each director shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified.

4.4            Resignations . Any director of the Company may resign at any time by giving written notice to the Board or to the Secretary of the Company.  Any resignation shall take effect upon receipt or at the time specified in the notice.  Unless the notice specifies otherwise, the effectiveness of the resignation shall not depend upon its acceptance.

4.5            Removal . Stockholders holding 2/3 of the outstanding shares entitled to vote at an election of directors may remove any director or the entire Board of Directors at any time, with or without cause.

4.6            Vacancies . Any vacancy on the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause may be filled by a majority of the remaining directors, a sole remaining director, or the majority stockholders.  Any director elected to fill a vacancy shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified.

4.7            Chairman of the Board .  At the initial and annual meeting of the Board, the directors may elect from their number a Chairman of the Board of Directors.  The Chairman shall preside at all meetings of the Board and shall perform such other duties as the Board may direct.  The Board also may elect a Vice Chairman and other officers of the Board, with such powers and duties as the Board may designate from time to time.

4.8            Compensation . The Board may compensate directors for their services and may provide for the payment of all expenses the directors incur by attending meetings of the Board or otherwise.
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ARTICLE 5.
MEETINGS OF DIRECTORS

5.1            Regular Meetings .  The Board may hold regular meetings at such places, dates and times as the Board shall establish by resolution.  If any day fixed for a meeting falls on a legal holiday, the Board shall hold the meeting at the same place and time on the next succeeding business day.  The Board need not give notice of regular meetings.

5.2            Place of Meetings .  The Board may hold any of its meetings in or out of the State of Nevada, at such places as the Board may designate, at such places as the notice or waiver of notice of any such meeting may designate, or at such places as the persons calling the meeting may designate.

5.3            Meetings by Telecommunications .  The Board or any committee of the Board may hold meetings by means of conference telephone or similar telecommunications equipment that enable all persons participating in the meeting to hear each other.  Such participation shall constitute presence in person at such meeting.

5.4            Special Meetings .  The Chairman of the Board, the President, or one-half of the directors then in office may call a special meeting of the Board.  The person or persons authorized to call special meetings of the Board may fix any place, either in or out of the State of Nevada as the place for the meeting.

5.5            Notice of Special Meetings . The person or persons calling a special meeting of the Board shall give written notice to each director of the time, place, date and purpose of the meeting of not less than three business days if by mail and not less than 24 hours if by telegraph or in person before the date of the meeting.  If mailed, notice is given on the date deposited in the United States mail, postage prepaid, to such director.  A director may waive notice of any special meeting, and any meeting shall constitute a legal meeting without notice if all the directors are present or if those not present sign either before or after the meeting a written waiver of notice, a consent to such meeting, or an approval of the minutes of the meeting.  A notice or waiver of notice need not specify the purposes of the meeting or the business which the Board will transact at the meeting.

5.6            Waiver by Presence .  Except when expressly for the purpose of objecting to the legality of a meeting, a director's presence at a meeting shall constitute a waiver of notice of such meeting.

5.7            Quorum .  A majority of the directors then in office shall constitute a quorum for all purposes at any meeting of the Board.  In the absence of a quorum, a majority of directors present at any meeting may adjourn the meeting to another place, date or time without further notice.  No proxies shall be given by directors to any person for purposes of voting or establishing a quorum at a directors’ meetings.
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5.8            Conduct of Business .  The Board shall transact business in such order and manner as the Board may determine. Except as the law requires otherwise, the Board shall determine all matters by the vote of a majority of the directors present at a meeting at which a quorum is present.  The directors shall act as a Board, and the individual directors shall have no power as such.

5.9            Action by Consent .  The Board or a committee of the Board may take any required or permitted action without a meeting if all members of the Board or committee consent thereto in writing and file such consent with the minutes of the proceedings of the Board or committee.

ARTICLE 6.
COMMITTEES

6.1            Committees of the Board .  The Board may designate, by a vote of a majority of the directors then in office, committees of the Board.  The committees shall serve at the pleasure of the Board and shall possess such lawfully delegable powers and duties as the Board may confer.

6.2            Selection of Committee Members .  The Board shall elect by a vote of a majority of the directors then in office a director or directors to serve as the member or members of a committee.  By the same vote, the Board may designate other directors as alternate members who may replace any absent or disqualified member at any meeting of a committee.  In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may appoint by unanimous vote another member of the Board to act at the meeting in the place of the absent or disqualified member.

6.3            Conduct of Business .  Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as the law or these Bylaws require otherwise.  Each committee shall make adequate provision for notice of all meetings to members.  A majority of the members of the committee shall constitute a quorum, unless the committee consists of one or two members.  In that event, one member shall constitute a quorum.  A majority vote of the members present shall determine all matters.  A committee may take action without a meeting if all the members of the committee consent in writing and file the consent or consents with the minutes of the proceedings of the committee.

6.4            Authority .  Any committee, to the extent the Board provides, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the affixation of the Company's seal to all instruments which may require or permit it.  However, no committee shall have any power or authority with regard to amending the Articles of Incorporation, adopting an agreement of merger or consolidation, recommending to the Stockholders the sale, lease or exchange of all or substantially all of the Company's property and assets, recommending to the Stockholders a dissolution of the Company or a revocation of a dissolution of the Company, or amending these Bylaws of the Company.  Unless a resolution of the Board expressly provides, no committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger.

6.5            Minutes . Each committee shall keep regular minutes of its proceedings and report the same to the Board when required.
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ARTICLE 7.
OFFICERS

7.1            Officers of the Company .  The officers of the Company shall consist of a President, a Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board may designate and elect from time to time.  The same person may hold at the same time any two or more offices.

7.2            Election and Term . The Board shall elect the officers of the Company.  Each officer shall hold office until his death, resignation, retirement, removal or disqualification, or until his successor shall have been elected and qualified.

7.3            Compensation of Officers .  The Board shall fix the compensation of all officers of the Company.  No officer shall serve the Company in any other capacity and receive compensation, unless the Board authorizes the additional compensation.

7.4            Removal of Officers and Agents .  The Board may remove any officer or agent it has elected or appointed at any time, with or without cause.

7.5            Resignation of Officers and Agents .  Any officer or agent the Board has elected or appointed may resign at any time by giving written notice to the Board, the Chairman of the Board, the President, or the Secretary of the Company.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified.  Unless otherwise specified in the notice, the Board need not accept the resignation to make it effective.

7.6            Bond .  The Board may require by resolution any officer, agent, or employee of the Company to give bond to the Company, with sufficient sureties conditioned on the faithful performance of the duties of his respective office or agency. The Board also may require by resolution any officer, agent or employee to comply with such other conditions as the Board may require from time to time.

7.7            President .  The President shall be the chief operating officer of the Company and, subject to the Board's control, shall supervise and direct all of the business and affairs of the Company.  When present, he shall sign (with or without the Secretary, an Assistant Secretary, or any other officer or agent of the Company which the Board has authorized) deeds, mortgages, bonds, contracts or other instruments which the Board has authorized an officer or agent of the Company to execute.  However, the President shall not sign any instrument which the law, these Bylaws, or the Board expressly require some other officer or agent of the Company to sign and execute.  In general, the President shall perform all duties incident to the office of President and such other duties as the Board may prescribe from time to time.
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7.8            Vice Presidents .  In the absence of the President or in the event of his death, inability or refusal to act, the Vice Presidents in the order of their length of service as Vice Presidents, unless the Board determines otherwise, shall perform the duties of the President.  When acting as the President, a Vice President shall have all the powers and restrictions of the Presidency.  A Vice President shall perform such other duties as the President or the Board may assign to him from time to time.

7.9            Secretary .  The Secretary shall (a) keep the minutes of the meetings of the Stockholders and of the Board in one or more books for that purpose, (b) give all notices which these Bylaws or the law requires, (c) serve as custodian of the records and seal of the Company, (d) affix the seal of the corporation to all documents which the Board has authorized execution on behalf of the Company under seal, (e) maintain a register of the address of each Stockholder of the Company, (f) sign, with the President, a Vice President, or any other officer or agent of the Company which the Board has authorized, certificates for shares of the Company, (g) have charge of the stock transfer books of the Company, and (h) perform all duties which the President or the Board may assign to him from time to time.

7.10         Assistant Secretaries .  In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless the Board determines otherwise, shall perform the duties of the Secretary.  When acting as the Secretary, an Assistant Secretary shall have the powers and restrictions of the Secretary.  An Assistant Secretary shall perform such other duties as the President, Secretary or Board may assign from time to time.

7.11          Treasurer . The Treasurer shall (a) have responsibility for all funds and securities of the Company, (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, (c) deposit all moneys in the name of the Company in depositories which the Board selects, and (d) perform all of the duties which the President or the Board may assign to him from time to time.

7.12         Assistant Treasurers .  In the absence of the Treasurer or in the event of his death, inability or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurer, unless the Board determines otherwise, shall perform the duties of the Treasurer.  When acting as the Treasurer, an Assistant Treasurer shall have the powers and restrictions of the Treasurer.  An Assistant Treasurer shall perform such other duties as the Treasurer, the President, or the Board may assign to him from time to time.
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7.13          Delegation of Authority . Notwithstanding any provision of these Bylaws to the contrary, the Board may delegate the powers or duties of any officer to any other officer or agent.

7.14          Action with Respect to Securities of Other Corporations .  Unless the Board directs otherwise, the President shall have the power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which the Company holds securities.  Furthermore, unless the Board directs otherwise, the President shall exercise any and all rights and powers which the Company possesses by reason of its ownership of securities in another corporation.

7.15          Vacancies .  The Board may fill any vacancy in any office because of death, resignation, removal, disqualification or any other cause in the manner which these Bylaws prescribe for the regular appointment to such office.

ARTICLE 8.
CONTRACTS, LOANS, DRAFTS,
DEPOSITS AND ACCOUNTS

8.1            Contracts .  The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Company.  The Board may make such authorization general or special.

8.2            Loans .  Unless the Board has authorized such action, no officer or agent of the Company shall contract for a loan on behalf of the Company or issue any evidence of indebtedness in the Company's name.

8.3            Drafts .  The President, any Vice President, the Treasurer, any Assistant Treasurer, and such other persons as the Board shall determine shall issue all checks, drafts and other orders for the payment of money, notes and other evidences of indebtedness issued in the name of or payable by the Company.

8.4            Deposits .  The Treasurer shall deposit all funds of the Company not otherwise employed in such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select.  For the purpose of deposit and collection for the account of the Company, the President or the Treasurer (or any other officer, assistant, agent or attorney of the Company whom the Board has authorized) may endorse, assign and deliver checks, drafts and other orders for the payment of money payable to the order of the Company.

8.5            General and Special Bank Accounts .  The Board may authorize the opening and keeping of general and special bank accounts with such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select.  The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.
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ARTICLE 9.
CERTIFICATES FOR SHARES AND THEIR TRANSFER

9.1            Certificates for Shares .  Every owner of stock of the Company shall have the right to receive a certificate or certificates, certifying to the number and class of shares of the stock of the Company which he owns.  The Board shall determine the form of the certificates for the shares of stock of the Company.  The Secretary, transfer agent, or registrar of the Company shall number the certificates representing shares of the stock of the Company in the order in which the Company issues them.  The President or any Vice President and the Secretary or any Assistant Secretary shall sign the certificates in the name of the Company.  Any or all certificates may contain facsimile signatures.  In case any officer, transfer agent, or registrar who has signed a certificate, or whose facsimile signature appears on a certificate, ceases to serve as such officer, transfer agent, or registrar before the Company issues the certificate, the Company may issue the certificate with the same effect as though the person who signed such certificate, or whose facsimile signature appears on the certificate, was such officer, transfer agent, or registrar at the date of issue.  The Secretary, transfer agent, or registrar of the Company shall keep a record in the stock transfer books of the Company of the names of the persons, firms or corporations owning the stock represented by the certificates, the number and class of shares represented by the certificates and the dates thereof and, in the case of cancellation, the dates of cancellation.  The Secretary, transfer agent, or registrar of the Company shall cancel every certificate surrendered to the Company for exchange or transfer.  Except in the case of a lost, destroyed, stolen or mutilated certificate, the Secretary, transfer agent, or registrar of the Company shall not issue a new certificate in exchange for an existing certificate until he has canceled the existing certificate.

9.2            Transfer of Shares .  A holder of record of shares of the Company's stock, or his attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary, transfer agent or registrar of the Company, may transfer his shares only on the stock transfer books of the Company.  Such person shall furnish to the Secretary, transfer agent, or registrar of the Company proper evidence of his authority to make the transfer and shall properly endorse and surrender for cancellation his existing certificate or certificates for such shares.  Whenever a holder of record of shares of the Company's stock makes a transfer of shares for collateral security, the Secretary, transfer agent, or registrar of the Company shall state such fact in the entry of transfer if the transferor and the transferee request.

9.3            Lost Certificates .  The Board may direct the Secretary, transfer agent, or registrar of the Company to issue a new certificate to any holder of record of shares of the Company's stock claiming that he has lost such certificate, or that someone has stolen, destroyed or mutilated such certificate, upon the receipt of an affidavit from such holder to such fact.  When authorizing the issue of a new certificate, the Board, in its discretion may require as a condition precedent to the issuance that the owner of such certificate give the Company a bond of indemnity in such form and amount as the Board may direct.
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9.4            Regulations .  The Board may make such rules and regulations, not inconsistent with these Bylaws, as it deems expedient concerning the issue, transfer and registration of certificates for shares of the stock of the corporation.  The Board may appoint or authorize any officer or officers to appoint one or more transfer agents, or one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

9.5            Holder of Record .  The Company may treat as absolute owners of shares the person in whose name the shares stand of record as if that person had full competency, capacity and authority to exercise all rights of ownership, despite any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relation, or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate.  However, the Company may treat any person furnishing proof of his appointment as a fiduciary as if he were the holder of record of the shares.

9.6            Treasury Shares .  Treasury shares of the Company shall consist of shares which the Company has issued and thereafter acquired but not canceled.  Treasury shares shall not carry voting or dividend rights.

ARTICLE 10.
INDEMNIFICATION

10.1
Definitions .  In this Article:
 
2.1.1        (a)
" Indemnitee " means (i) any present or former Director, advisory director or officer of the Company, (ii) any person who while serving in any of the capacities referred to in clause (i) hereof served at the Company's request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) hereof.

(b)           " Official Capacity " means (i) when used with respect to a Director, the office of Director of the Company, and (ii) when used with respect to a person other than a Director, the elective or appointive office of the Company held by such person or the employment or agency relationship undertaken by such person on behalf of the Company, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.
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(c)           " Proceeding " means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

10.2          Indemnification .  The Company shall indemnify every Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding in which he was, is or is threatened to be named defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in Section 10.1, if it is determined in accordance with Section 10.4 that the Indemnitee (a) conducted himself in good faith, (b) reasonably believed, in the case of conduct in his Official Capacity, that his conduct was in the Company's best interests and, in all other cases, that his conduct was at least not opposed to the Company's best interests, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the Indemnitee the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to the Company.  Except as provided in the immediately preceding proviso to the first sentence of this Section 10.2, no indemnification shall be made under this Section 10.2 in respect of any Proceeding in which such Indemnitee shall have been (a) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee's Official Capacity, or (b) found liable to the Company.  The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a), (b) or (c) in the first sentence of this Section 10.2.  An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.  Reasonable expenses shall, include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee.  The indemnification provided herein shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven.

10.3          Successful Defense .  Without limitation of Section 10.2 and in addition to the indemnification provided for in Section 10.2, the Company shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in Section 10.1, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.
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10.4          Determinations .  Any indemnification under Section 10.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct.  Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who, at the time of such vote, are not named defendants or respondents in the Proceeding; (b) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors, duly designated to act in the matter by a majority vote of all Directors (in which designated Directors who are named defendants or respondents in the Proceeding may participate), such committee to consist solely of two (2) or more Directors who, at the time of the committee vote, are not named defendants or respondents in the Proceeding; (c) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in clauses (a) or (b) of this Section 10.4 or, if the requisite quorum of all of the Directors cannot be obtained therefor and such committee cannot be established, by a majority vote of all of the Directors (in which Directors who are named defendants or respondents in the Proceeding may participate); or (d) by the shareholders in a vote that excludes the shares held by Directors that are named defendants or respondents in the Proceeding.  Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (c) of the preceding sentence for the selection of special legal counsel.  In the event a determination is made under this Section 10.4 that the Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated.

10.5          Advancement of Expenses .  Reasonable expenses (including court costs and attorneys' fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Company at reasonable intervals in advance of the final disposition of such Proceeding, and without making any of the determinations specified in Section 10.4, after receipt by the Company of (a) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company under this Article and (b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Company if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this Article.  Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment.  Notwithstanding any other provision of this Article, the Company may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding.
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10.6          Employee Benefit Plans .  For purposes of this Article, the Company shall be deemed to have requested an Indemnitee to serve an employee benefit plan whenever the performance by him of his duties to the Company also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan.  Excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines.  Action taken or omitted by an Indemnitee with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.

10.7         Other Indemnification and Insurance .  The indemnification provided by this Article shall (a) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Company's Articles of Incorporation, any law, agreement or vote of shareholders or disinterested Directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the Company on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (b) continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, (c) inure to the benefit of the heirs, executors and administrators of such a person and (d) not be required if and to the extent that the person otherwise entitled to payment of such amounts hereunder has actually received payment therefor under any insurance policy, contract or otherwise.

10.8          Notice .  Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the shareholders of the Company with or before the notice or waiver of notice of the next shareholders' meeting or with or before the next submission to shareholders of a consent to action without a meeting and, in any case, within the 12-month period immediately following the date of the indemnification or advance.

10.9          Construction .  The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without limitation, the Nevada General Corporation Law, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.

10.10        Continuing Offer, Reliance, etc.   The provisions of this Article (a) are for the benefit of, and may be enforced by, each Indemnitee of the Company, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Company and such Indemnitee and (b) constitute a continuing offer to all present and future Indemnitees.  The Company, by its adoption of these Bylaws, (a) acknowledges and agrees that each Indemnitee of the Company has relied upon and will continue to rely upon the provisions of this Article in becoming, and serving in any of the capacities referred to in Section 10.1 of this Article, (b) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitees and (c) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of this Article in accordance with its terms by any act or failure to act on the part of the Company.
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10.11        Effect of Amendment .  No amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Company, nor the obligation of the Company to indemnify any such Indemnitees, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

ARTICLE 11.
TAKEOVER OFFERS

In the event the Company receives a takeover offer, the Board of Directors shall consider all relevant factors in evaluating such offer, including, but not limited to, the terms of the offer, and the potential economic and social impact of such offer on the Company's stockholders, employees, customers, creditors and community in which it operates.

ARTICLE 12.
NOTICES

12.1          General . Whenever these Bylaws require notice to any Stockholder, director, officer or agent, such notice does not mean personal notice.  A person may give effective notice under these Bylaws in every case by depositing a writing in a post office or letter box in a postpaid, sealed wrapper, or by dispatching a prepaid telegram addressed to such Stockholder, director, officer or agent at his address on the books of the Company.  Unless these Bylaws expressly provide to the contrary, the time when the person sends notice shall constitute the time of the giving of notice.

12.2          Waiver of Notice . Whenever the law or these Bylaws require notice, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein.
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ARTICLE 13.
MISCELLANEOUS

13.1          Facsimile Signatures .  In addition to the use of facsimile signatures which these Bylaws specifically authorize, the Company may use such facsimile signatures of any officer or officers, agents or agent, of the Company as the Board or a committee of the Board may authorize.

13.2          Corporate Seal .  The Board may provide for a suitable seal containing the name of the Company, of which the Secretary shall be in charge.  The Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep and use the seal or duplicates of the seal if and when the Board or a committee of the Board so directs.

13.3          Fiscal Year .  The Board shall have the authority to fix and change the fiscal year of the Company.

ARTICLE 14.
AMENDMENTS

14.1       Subject to the provisions of the Articles of Incorporation, the Stockholders or the Board may amend or repeal these Bylaws at any meeting.

The undersigned hereby certifies that the foregoing constitutes a true and correct copy of the Bylaws of the Company as adopted by the Directors on the 16th day of May 2008.

 
Executed as of this 16th day of May 2008.
   
   
   
 
/s/ Benjamin P. Cowart
 
Benjamin P. Cowart
 
Director
   
   

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EXHIBIT 4.1
VERTEX ENERGY, INC.
2008 STOCK INCENTIVE PLAN


ARTICLE I -- PREAMBLE

1.1  This 2008 Stock Incentive Plan of Vertex Energy, Inc. (the "Company") is intended to secure for the Company and its Affiliates the benefits arising from ownership of the Company's Common Stock by the Employees, Officers, Directors and Consultants of the Company and its Affiliates, all of whom are and will be responsible for the Company's future growth.  The Plan is designed to help attract and retain for the Company and its Affiliates personnel of superior ability for positions of exceptional responsibility, to reward Employees, Officers, Directors and Consultants for their services and to motivate such individuals through added incentives to further contribute to the success of the Company and its Affiliates. With respect to persons subject to Section 16 of the Act, transactions under this Plan are intended to satisfy the requirements of Rule 16b-3 of the Act.

1.2  Awards under the Plan may be made to an Eligible Person in the form of (i) Incentive Stock Options (to Eligible Employees only); (ii) Nonqualified Stock Options; (iii) Restricted Stock; (iv) Stock Awards; (v) Performance Shares; or (vi) any combination of the foregoing.

1.3  The Company’s board of directors adopted the Plan on May 16, 2008.  The Plan shall be effective May 16, 2008 (the "Effective Date"), subject to approval by the shareholders of the Company to the extent necessary to satisfy the requirements of the Code, the Act, or other applicable federal or state law.  Unless sooner terminated as provided elsewhere in this Plan, this Plan shall terminate upon the close of business on the day next preceding the tenth (10th) anniversary of the Effective Date.  Award Agreements outstanding on such date shall continue to have force and effect in accordance with the provisions thereof.

1.4  The Plan shall be governed by, and construed in accordance with, the laws of the State of Texas (except its choice-of-law provisions).

1.5 Capitalized terms shall have the meaning provided in Article II unless otherwise provided in this Plan or any related Award Agreement.

ARTICLE II -- DEFINITIONS

DEFINITIONS.  Except where the context otherwise indicates, the following definitions apply:

2.1  "Act" means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

2.2  "Affiliate" means any parent corporation or subsidiary corporation of the Company, whether now or hereinafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

2.3  "Award" means an award granted to a Participant in accordance with the provisions of the Plan, including, but not limited to, Stock Options, Restricted Stock, Stock Awards, Performance Shares, or any combination of the foregoing.

2.4  "Award Agreement" means the separate written agreement evidencing each Award granted to a Participant under the Plan.

2.5  "Board of Directors" or "Board" means the Board of Directors of the Company, as constituted from time to time.
 
 

 
2.7  "Change of Control" means (i) the adoption of a plan of merger or consolidation of the Company with any other corporation or association as a result of which the holders of the voting capital stock of the Company as a group would receive less than 50% of the voting capital stock of the surviving or resulting corporation; (ii) the approval by the Board of Directors of an agreement providing for the sale or transfer (other than as security for obligations of the Company) of substantially all the assets of the Company; or (iii) in the absence of a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company).

2.8  "Code" means the Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder.

2.9  "Committee" means a committee of two or more members of the Board appointed by the Board in accordance with Section 3.2 of the Plan.

2.10  "Common Stock" means the Company’s common stock.

2.11  "Company" means Vertex Energy, Inc., a Nevada corporation.

2.12.  "Consultant" means any person, including an advisor engaged by the Company or an Affiliate to render bona fide consulting or advisory services to the Company or an Affiliate, other than as an Employee, Director or Non-Employee Director.

2.13  "Director" means a member of the Board of Directors of the Company.

2.14  "Disability" means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.

2.15  "Effective Date" shall be the date set forth in Section 1.3 of the Plan.

2.16  "Eligible Employee" means an Eligible Person who is an Employee of the Company or any Affiliate.

2.17  "Eligible Person" means any Employee, Officer, Director, Non-Employee Director or Consultant of the Company or any Affiliate, except for instances where services are in connection with the offer or sale of securities in a capital-raising transaction, or they directly or indirectly promote or maintain a market for the Company’s securities, subject to any other limitations as may be provided by the Code, the Act, or the Board.  In making such determinations, the Board may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board in its discretion shall deem relevant.

2.19  “Employee” means an individual who is a common-law employee of the Company or an Affiliate including employment as an Officer.  Mere service as a Director or payment of a director's fee by the Company or an Affiliate shall not be sufficient to constitute "employment" by the Company or an Affiliate.

2.20  "ERISA" means the Employee Retirement Income Security Act of 1974, as now in effect or as hereafter amended.
 
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2.21  "Fair Market Value" means:

(a) for purposes of an Incentive Stock Option, if there is a market for the Company’s stock, on a stock exchange or in an over-the-counter market, or otherwise, the Fair Market Value shall be the mean between the highest and lowest quoted selling prices on the valuation date of the Incentive Stock Option, or if there were no sales of the Company’s Common Stock on the valuation date, the Fair Market Value shall be the weighted average of the means between the highest and lowest sales on the nearest date before and the nearest date after the valuation date.  If a valuation pursuant to this paragraph is not available, the appropriate method described in Section 20.2031-2 of the Treasury Regulations adopted under the Code shall be used for the Fair Market Value, and

(b) for all other purposes, the mean between the highest and lowest quoted selling prices of the Common Stock (if actual sales price information on such trading day is not available, the mean between the bona fide bid and asked prices on such trading day shall be used) on the trading day immediately prior to the date on which a determination is being made pursuant to this Section 2.21 (the “Mean Selling Price”), as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Mean Selling Price in the over-the-counter market; provided, however, that if the Common Stock is listed on a stock exchange, the Fair Market Value shall be the Mean Selling Price on such exchange; and, provided further, that if the Common Stock is not quoted or listed by any organization, the fair value of the Common Stock, as determined by the Board, whose determination shall be conclusive, shall be used.  In no event shall the Fair Market Value of any share of Common Stock be less than its par value.


2.22  "Grant Date" means, as to any Award, the latest of:

(a) the date on which the Board authorizes the grant of the Award; or

(b) the date the Participant receiving the Award becomes an Employee or a Director of the Company or its Affiliate, to the extent employment status is a condition of the grant or a requirement of the Code or the Act; or
 
(c) such other date (later than the dates described in (a) and (b) above) as the Board may designate and as set forth in the Participant's Award Agreement.

2.23  "Immediate Family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships.

2.24  "Incentive Stock Option" means a Stock Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and is granted under Article IV of the Plan and designated as an Incentive Stock Option in a Participant's Award Agreement.

2.25  "Non-Employee Director" shall have the meaning set forth in Rule 16b-3 under the Act.

2.26  "Nonqualified Stock Option" means a Stock Option not intended to qualify as an Incentive Stock Option and is not so designated in the Participant's Award Agreement.

2.27  “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Act.

2.28  "Option Period" means the period during which a Stock Option may be exercised from time to time, as established by the Board and set forth in the Award Agreement for each Participant who is granted a Stock Option.
 
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2.29  "Option Price" means the purchase price for a share of Common Stock subject to purchase pursuant to a Stock Option, as established by the Board and set forth in the Award Agreement for each Participant who is granted a Stock Option.

2.30  “Outside Director” means a Director who either (i) is not a current employee of the Company or an "affiliated corporation" (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an "affiliated corporation" receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an "affiliated corporation" at any time and is not currently receiving direct or indirect remuneration from the Company or an "affiliated corporation" for services in any capacity other than as a Director or (ii) is otherwise considered an "outside director" for purposes of Section 162(m) of the Code.

2.31  "Participant" means an Eligible Person to whom an Award has been granted and who has entered into an Award Agreement evidencing the Award or, if applicable, such other person who holds an outstanding Award.

2.32  "Performance Objectives" shall have the meaning set forth in Article IX of the Plan.

2.33  "Performance Period" shall have the meaning set forth in Article IX of the Plan.

2.34  "Performance Share" means an Award under Article IX of the Plan of a unit valued by reference to the Common Stock, the payout of which is subject to achievement of such Performance Objectives, measured during one or more Performance Periods, as the Board, in its sole discretion, shall establish at the time of such Award and set forth in a Participant's Award Agreement.

2.35  "Plan" means this Vertex Energy, Inc. 2008 Stock Incentive Plan, as it may be amended from time to time.

2.36  “Reporting Person” means a person required to file reports under Section 16(a) of the Act.

2.37  "Restricted Stock" means an Award under Article VII of the Plan of shares of Common Stock that are at the time of the Award subject to restrictions or limitations as to the Participant's ability to sell, transfer, pledge or assign such shares, which restrictions or limitations may lapse separately or in combination at such time or times, in installments or otherwise, as the Board, in its sole discretion, shall determine at the time of such Award and set forth in a Participant's Award Agreement.

2.38  "Restriction Period" means the period commencing on the Grant Date with respect to such shares of Restricted Stock and ending on such date as the Board, in its sole discretion, shall establish and set forth in a Participant's Award Agreement.

2.39  "Retirement" means retirement as determined under procedures established by the Board or in any Award, as set forth in a Participant's Award Agreement.

2.40  “Rule 16b-3” means Rule 16b-3 promulgated under the Act or any successor to Rule 16b-3, as in effect from time to time.  Those provisions of the Plan which make express reference to Rule 16b-3, or which are required in order for certain option transactions to qualify for exemption under Rule 16b-3, shall apply only to a Reporting Person.
 
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2.41  "Stock Award" means an Award of shares of Common Stock under Article VIII of the Plan.

2.42  "Stock Option" means an Award under Article IV or Article V of the Plan of an option to purchase Common Stock. A Stock Option may be either an Incentive Stock Option or a Nonqualified Stock Option.

2.43  "Ten Percent Stockholder" means an individual who owns (or is deemed to own pursuant to Section 424(d) of the Code), at the time of grant, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any of its Affiliates.

2.44  "Termination of Service" means (i) in the case of an Eligible Employee, the discontinuance of employment of such Participant with the Company or its Subsidiaries for any reason other than a transfer to another member of the group consisting of the Company and its Affiliates and (ii) in the case of a Director who is not an Employee of the Company or any Affiliate, the date such Participant ceases to serve as a Director. The determination of whether a Participant has discontinued service shall be made by the Board in its sole discretion. In determining whether a Termination of Service has occurred, the Board may provide that service as a Consultant or service with a business enterprise in which the Company has a significant ownership interest shall be treated as employment with the Company.

ARTICLE III – ADMINISTRATION

3.1  The Plan shall be administered by the Board of Directors of the Company.  The Board shall have the exclusive right to interpret and construe the Plan, to select the Eligible Persons who shall receive an Award, and to act in all matters pertaining to the grant of an Award and the determination and interpretation of the provisions of the related Award Agreement, including, without limitation, the determination of the number of shares subject to Stock Options and the Option Period(s) and Option Price(s) thereof, the number of shares of Restricted Stock or shares subject to Stock Awards or Performance Shares subject to an Award, the vesting periods (if any) and the form, terms, conditions and duration of each Award, and any amendment thereof consistent with the provisions of the Plan.  The Board may adopt, establish, amend and rescind such rules, regulations and procedures as it may deem appropriate for the proper administration of the Plan, make all other determinations which are, in the Board’s judgment, necessary or desirable for the proper administration of the Plan, amend the Plan or a Stock Award as provided in Article XI, and terminate or suspend the Plan as provided in Article XI.  All acts, determinations and decisions of the Board made or taken pursuant to the Plan or with respect to any questions arising in connection with the administration and interpretation of the Plan or any Award Agreement, including the severability of any and all of the provisions thereof, shall be conclusive, final and binding upon all persons.

3.2  The Board may, to the full extent permitted by and consistent with applicable law and the Company’s Bylaws, and subject to Subparagraph 3.2(b) hereinbelow, delegate any or all of its powers with respect to the administration of the Plan to a Committee consisting of not fewer than two members of the Board each of whom shall qualify (at the time of appointment to the Committee and during all periods of service on the Committee) in all respects as a Non-Employee Director and as an Outside Director.

(a)  If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in the Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not consistent with the provisions of the Plan, as may be adopted from time to time by the Board.
 
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(b)  The Board may abolish the Committee at any time and reassume all powers and authority previously delegated to the Committee.

(c)  In addition to, and not in limitation of, the right of any Committee so designated by the Board to administer this Plan to grant Awards to Eligible Persons under this Plan, the full Board of Directors may from time to time grant Awards to Eligible Persons pursuant to the terms and conditions of this Plan, subject to the requirements of the Code, Rule 16b-3 under the Act or any other applicable law, rule or regulation. In connection with any such grants, the Board of Directors shall have all of the power and authority of the Committee to determine the Eligible Persons to whom such Awards shall be granted and the other terms and conditions of such Awards.

3.3  Without limiting the provisions of this Article III, and subject to the provisions of Article X, the Board is authorized to take such action as it determines to be necessary or advisable, and fair and equitable to Participants and to the Company, with respect to an outstanding Award in the event of a Change of Control as described in Article X or other similar event. Such action may include, but shall not be limited to, establishing, amending or waiving the form, terms, conditions and duration of an Award and the related Award Agreement, so as to provide for earlier, later, extended or additional times for exercise or payments, differing methods for calculating payments, alternate forms and amounts of payment, an accelerated release of restrictions or other modifications. The Board may take such actions pursuant to this Section 3.3 by adopting rules and regulations of general applicability to all Participants or to certain categories of Participants, by including, amending or waiving terms and conditions in an Award and the related Award Agreement, or by taking action with respect to individual Participants from time to time.

3.4  Subject to the provisions of Section 3.9, the maximum aggregate number of shares of Common Stock which may be issued pursuant to Awards under the Plan shall be Six Million (6,000,000) shares. Such shares of Common Stock shall be made available from authorized and unissued shares of the Company.

(a) For all purposes under the Plan, each Performance Share awarded shall be counted as one share of Common Stock subject to an Award.

(b) If, for any reason, any shares of Common Stock (including shares of Common Stock subject to Performance Shares) that have been awarded or are subject to issuance or purchase pursuant to Awards outstanding under the Plan are not delivered or purchased, or are reacquired by the Company, for any reason, including but not limited to a forfeiture of Restricted Stock or failure to earn Performance Shares or the termination, expiration or cancellation of a Stock Option, or any other termination of an Award without payment being made in the form of shares of Common Stock (whether or not Restricted Stock), such shares of Common Stock shall not be charged against the aggregate number of shares of Common Stock available for Award under the Plan and shall again be available for Awards under the Plan. In no event, however, may Common Stock that is surrendered or withheld to pay the exercise price of a Stock Option or to satisfy tax withholding requirements be available for future grants under the Plan.

(c) The foregoing subsections (a) and (b) of this Section 3.4 shall be subject to any limitations provided by the Code or by Rule 16b-3 under the Act or by any other applicable law, rule or regulation.

3.5  Each Award granted under the Plan shall be evidenced by a written Award Agreement, which shall be subject to and shall incorporate (by reference or otherwise) the applicable terms and conditions of the Plan and shall include any other terms and conditions (not inconsistent with the Plan) required by the Board.
 
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3.6  The Company shall not be required to issue or deliver any certificates for shares of Common Stock under the Plan prior to:

(a) any required approval of the Plan by the shareholders of the Company; and

(b) the completion of any registration or qualification of such shares of Common Stock under any federal or state law, or any ruling or regulation of any governmental body that the Company shall, in its sole discretion, determine to be necessary or advisable.

3.7  The Board may require any Participant acquiring shares of Common Stock pursuant to any Award under the Plan to represent to and agree with the Company in writing that such person is acquiring the shares of Common Stock for investment purposes and without a view to resale or distribution thereof.  Shares of Common Stock issued and delivered under the Plan shall also be subject to such stop-transfer orders and other restrictions as the Board may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed and any applicable federal or state laws, and the Board may cause a legend or legends to be placed on the certificate or certificates representing any such shares to make appropriate reference to any such restrictions. In making such determination, the Board may rely upon an opinion of counsel for the Company.

3.8  Except as otherwise expressly provided in the Plan or in an Award Agreement with respect to an Award, no Participant shall have any right as a shareholder of the Company with respect to any shares of Common Stock subject to such Participant's Award except to the extent that, and until, one or more certificates representing such shares of Common Stock shall have been delivered to the Participant. No shares shall be required to be issued, and no certificates shall be required to be delivered, under the Plan unless and until all of the terms and conditions applicable to such Award shall have, in the sole discretion of the Board, been satisfied in full and any restrictions shall have lapsed in full, and unless and until all of the requirements of law and of all regulatory bodies having jurisdiction over the offer and sale, or issuance and delivery, of the shares shall have been fully complied with.

3.9  The total amount of shares with respect to which Awards may be granted under the Plan and rights of outstanding Awards (both as to the number of shares subject to the outstanding Awards and the Option Price(s) or other purchase price(s) of such shares, as applicable) shall be appropriately adjusted for any increase or decrease in the number of outstanding shares of Common Stock of the Company resulting from payment of a stock dividend on the Common Stock, a stock split or subdivision or combination of shares of the Common Stock, or a reorganization or reclassification of the Common Stock, or any other change in the structure of shares of the Common Stock. The foregoing adjustments and the manner of application of the foregoing provisions shall be determined by the Board in its sole discretion. Any such adjustment may provide for the elimination of any fractional shares which might otherwise become subject to an Award. All adjustments made as the result of the foregoing in respect of each Incentive Stock Option shall be made so that such Incentive Stock Option shall continue to be an Incentive Stock Option, as defined in Section 422 of the Code.

3.10  No director or person acting pursuant to authority delegated by the Board shall be liable for any action or determination under the Plan made in good faith.  The members of the Board shall be entitled to indemnification by the Company in the manner and to the extent set forth in the Company's Articles of Incorporation, as amended, Bylaws or as otherwise provided from time to time regarding indemnification of Directors.

3.11  The Board shall be authorized to make adjustments in any performance based criteria or in the other terms and conditions of outstanding Awards in recognition of unusual or nonrecurring events affecting the Company (or any Affiliate, if applicable) or its financial statements or changes in applicable laws, regulations or accounting principles. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement in the manner and to the extent it shall deem necessary or desirable to reflect any such adjustment. In the event the Company (or any Affiliate, if applicable) shall assume outstanding employee benefit awards or the right or obligation to make future such awards in connection with the acquisition of another corporation or business entity, the Board may, in its sole discretion, make such adjustments in the terms of outstanding Awards under the Plan as it shall deem appropriate.
 
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3.12  Subject to the express provisions of the Plan, the Board shall have full power and authority to determine whether, to what extent and under what circumstances any outstanding Award shall be terminated, canceled, forfeited or suspended. Notwithstanding the foregoing or any other provision of the Plan or an Award Agreement, all Awards to any Participant that are subject to any restriction or have not been earned or exercised in full by the Participant shall be terminated and canceled if the Participant is terminated for cause, as determined by the Board in its sole discretion.

ARTICLE IV -- INCENTIVE STOCK OPTIONS

4.1  The Board, in its sole discretion, may from time to time on or after the Effective Date grant Incentive Stock Options to Eligible Employees, subject to the provisions of this Article IV and Articles III and VI and subject to the following conditions:

(a) Incentive Stock Options shall be granted only to Eligible Employees, each of whom may be granted one or more of such Incentive Stock Options at such time or times determined by the Board.

(b) The Option Price per share of Common Stock for an Incentive Stock Option shall be set in the Award Agreement, but shall not be less than (i) one hundred percent (100%) of the Fair Market Value of the Common Stock at the Grant Date, or (ii) in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, one hundred ten percent (110%) of the Fair Market Value of the Common Stock at the Grant Date.

(c) An Incentive Stock Option may be exercised in full or in part from time to time within ten (10) years from the Grant Date, or such shorter period as may be specified by the Board as the Option Period and set forth in the Award Agreement; provided, however, that, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, such period shall not exceed five (5) years from the Grant Date; and further, provided that, in any event, the Incentive Stock Option shall lapse and cease to be exercisable upon a Termination of Service or within such period following a Termination of Service as shall have been determined by the Board and set forth in the related Award Agreement; and provided, further, that such period shall not exceed the period of time ending on the date three (3) months following a Termination of Service, unless employment shall have terminated:

(i) as a result of Disability, in which event such period shall not exceed the period of time ending on the date twelve (12) months following a Termination of Service; or

(ii) as a result of death, or if death shall have occurred following a Termination of Service (other than as a result of Disability) and during the period that the Incentive Stock Option was still exercisable, in which event such period may not exceed the period of time ending on the earlier of the date twelve (12) months after the date of death;
and provided, further, that such period following a Termination of Service or death shall in no event extend beyond the original Option Period of the Incentive Stock Option.
 
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(d) The aggregate Fair Market Value of the shares of Common Stock with respect to which any Incentive Stock Options (whether under this Plan or any other plan established by the Company) are first exercisable during any calendar year by any Eligible Employee shall not exceed one hundred thousand dollars ($100,000), determined based on the Fair Market Value(s) of such shares as of their respective Grant Dates; provided, however, that to the extent permitted under Section 422 of the Code, if the aggregate Fair Market Values of the shares of Common Stock with respect to which Stock Options intended to be Incentive Stock Options are first exercisable by any Eligible Employee during any calendar year (whether such Stock Options are granted under this Plan or any other plan established by the Company) exceed one hundred thousand dollars ($100,000), the Stock Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as  Nonqualified Stock Options.

(e) No Incentive Stock Options may be granted more than ten (10) years from the Effective Date.

(f) The Award Agreement for each Incentive Stock Option shall provide that the Participant shall notify the Company if such Participant sells or otherwise transfers any shares of Common Stock acquired upon exercise of the Incentive Stock Option within two (2) years of the Grant Date of such Incentive Stock Option or within one (1) year of the date such shares were acquired upon the exercise of such Incentive Stock Option.

4.2  Subject to the limitations of Section 3.4, the maximum aggregate number of shares of Common Stock subject to Incentive Stock Option Awards shall be the maximum aggregate number of shares available for Awards under the Plan.

4.3  The Board may provide for any other terms and conditions which it determines should be imposed for an Incentive Stock Option to qualify under Section 422 of the Code, as well as any other terms and conditions not inconsistent with this Article IV or Articles III or VI, as determined in its sole discretion and set forth in the Award Agreement for such Incentive Stock Option.

4.4  Each provision of this Article IV and of each Incentive Stock Option granted hereunder shall be construed in accordance with the provisions of Section 422 of the Code, and any provision hereof that cannot be so construed shall be disregarded.

ARTICLE V -- NONQUALIFIED STOCK OPTIONS

5.1  The Board, in its sole discretion, may from time to time on or after the Effective Date grant Nonqualified Stock Options to Eligible Persons, subject to the provisions of this Article V and Articles III and VI and subject to the following conditions:

(a) Nonqualified Stock Options may be granted to any Eligible Person, each of whom may be granted one or more of such Nonqualified Stock Options, at such time or times determined by the Board.
 
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(b) The Option Price per share of Common Stock for a Nonqualified Stock Option shall be set in the Award Agreement and may be less than one hundred percent (100%) of the Fair Market Value of the Common Stock at the Grant Date; provided, however, that the exercise price of each Nonqualified Stock Option granted under the Plan shall in no event be less than the par value per share of the Company’s Common Stock.

(c) A Nonqualified Stock Option may be exercised in full or in part from time to time within the Option Period specified by the Board and set forth in the Award Agreement; provided, however, that, in any event, the Nonqualified Stock Option shall lapse and cease to be exercisable upon a Termination of Service or within such period following a Termination of Service as shall have been determined by the Board and set forth in the related Award Agreement.

5.2  The Board may provide for any other terms and conditions for a Nonqualified Stock Option not inconsistent with this Article V or Articles III or VI, as determined in its sole discretion and set forth in the Award Agreement for such Nonqualified Stock Option.

ARTICLE VI -- INCIDENTS OF STOCK OPTIONS

6.1  Each Stock Option shall be granted subject to such terms and conditions, if any, not inconsistent with this Plan, as shall be determined by the Board and set forth in the related Award Agreement, including any provisions as to continued employment as consideration for the grant or exercise of such Stock Option and any provisions which may be advisable to comply with applicable laws, regulations or rulings of any governmental authority.

6.2  Except as hereinafter described, a Stock Option shall not be transferable by the Participant other than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the Participant only by the Participant or the Participant's guardian or legal representative.  In the event of the death of a Participant, any unexercised Stock Options may be exercised to the extent otherwise provided herein or in such Participant's Award Agreement by the executor or personal representative of such Participant's estate or by any person who acquired the right to exercise such Stock Options by bequest under the Participant's will or by inheritance. The Board, in its sole discretion, may at any time permit a Participant to transfer a Nonqualified Stock Option for no consideration to or for the benefit of one or more members of the Participant's Immediate Family (including, without limitation, to a trust for the benefit of the Participant and/or one or more members of such Participant's Immediate Family or a corporation, partnership or limited liability company established and controlled by the Participant and/or one or more members of such Participant's Immediate Family), subject to such limits as the Board may establish. The transferee of such Nonqualified Stock Option shall remain subject to all terms and conditions applicable to such Nonqualified Stock Option prior to such transfer. The foregoing right to transfer the Nonqualified Stock Option, if granted by the Board shall apply to the right to consent to amendments to the Award Agreement.

6.3  Shares of Common Stock purchased upon exercise of a Stock Option shall be paid for in such amounts, at such times and upon such terms as shall be determined by the Board, subject to limitations set forth in the Stock Option Award Agreement. The Board may, in its sole discretion, permit the exercise of a Stock Option by payment in cash or by tendering shares of Common Stock (either by actual delivery of such shares or by attestation), or any combination thereof, as determined by the Board. In the sole discretion of the Board, payment in shares of Common Stock also may be made with shares received upon the exercise or partial exercise of the Stock Option, whether or not involving a series of exercises or partial exercises and whether or not share certificates for such shares surrendered have been delivered to the Participant. The Board also may, in its sole discretion, permit the payment of the exercise price of a Stock Option by the voluntary surrender of all or a portion of the Stock Option. Shares of Common Stock previously held by the Participant and surrendered in payment of the Option Price of a Stock Option shall be valued for such purpose at the Fair Market Value thereof on the date the Stock Option is exercised.
 
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6.4  The holder of a Stock Option shall have no rights as a shareholder with respect to any shares covered by the Stock Option (including, without limitation, any voting rights, the right to inspect or receive the Company’s balance sheets or financial statements or any rights to receive dividends or non-cash distributions with respect to such shares) until such time as the holder has exercised the Stock Option and then only with respect to the number of shares which are the subject of the exercise.  No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

6.5  The Board may permit the voluntary surrender of all or a portion of any Stock Option granted under the Plan to be conditioned upon the granting to the Participant of a new Stock Option for the same or a different number of shares of Common Stock as the Stock Option surrendered, or may require such voluntary surrender as a condition precedent to a grant of a new Stock Option to such Participant. Subject to the provisions of the Plan, such new Stock Option shall be exercisable at such Option Price, during such Option Period and on such other terms and conditions as are specified by the Board at the time the new Stock Option is granted. Upon surrender, the Stock Options surrendered shall be canceled and the shares of Common Stock previously subject to them shall be available for the grant of other Stock Options.

6.6  The Board may at any time offer to purchase a Participant's outstanding Stock Option for a payment equal to the value of such Stock Option payable in cash, shares of Common Stock or Restricted Stock or other property upon surrender of the Participant's Stock Option, based on such terms and conditions as the Board shall establish and communicate to the Participant at the time that such offer is made.

6.7  The Board shall have the discretion, exercisable either at the time the Award is granted or at the time the Participant discontinues employment, to establish as a provision applicable to the exercise of one or more Stock Options that, during a limited period of exercisability following a Termination of Service, the Stock Option may be exercised not only with respect to the number of shares of Common Stock for which it is exercisable at the time of the Termination of Service but also with respect to one or more subsequent installments for which the Stock Option would have become exercisable had the Termination of Service not occurred.

ARTICLE VII -- RESTRICTED STOCK

7.1  The Board, in its sole discretion, may from time to time on or after the Effective Date award shares of Restricted Stock to Eligible Persons as a reward for past service and an incentive for the performance of future services that will contribute materially to the successful operation of the Company an its Affiliates, subject to the terms and conditions set forth in this Article VII.
 
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7.2  The Board shall determine the terms and conditions of any Award of Restricted Stock, which shall be set forth in the related Award Agreement, including without limitation:

(a) the purchase price, if any, to be paid for such Restricted Stock, which may be zero, subject to such minimum consideration as may be required by applicable law;

(b) the duration of the Restriction Period or Restriction Periods with respect to such Restricted Stock and whether any events may accelerate or delay the end of such Restriction Period(s);

(c) the circumstances upon which the restrictions or limitations shall lapse, and whether such restrictions or limitations shall lapse as to all shares of Restricted Stock at the end of the Restriction Period or as to a portion of the shares of Restricted Stock in installments during the Restriction Period by means of one or more vesting schedules;

(d) whether such Restricted Stock is subject to repurchase by the Company or to a right of first refusal at a predetermined price or if the Restricted Stock may be forfeited entirely under certain conditions;

(e) whether any performance goals may apply to a Restriction Period to shorten or lengthen such period; and

(f) whether dividends and other distributions with respect to such Restricted Stock are to be paid currently to the Participant or withheld by the Company for the account of the Participant.

7.3  Awards of Restricted Stock must be accepted within a period of thirty (30) days after the Grant Date (or such shorter or longer period as the Board may specify at such time) by executing an Award Agreement with respect to such Restricted Stock and tendering the purchase price, if any. A prospective recipient of an Award of Restricted Stock shall not have any rights with respect to such Award, unless such recipient has executed an Award Agreement with respect to such Restricted Stock, has delivered a fully executed copy thereof to the Board and has otherwise complied with the applicable terms and conditions of such Award.

7.4  In the sole discretion of the Board and as set forth in the Award Agreement for an Award of Restricted Stock, all shares of Restricted Stock held by a Participant and still subject to restrictions shall be forfeited by the Participant upon the Participant's Termination of Service and shall be reacquired, canceled and retired by the Company. Notwithstanding the foregoing, unless otherwise provided in an Award Agreement with respect to an Award of Restricted Stock, in the event of the death, Disability or Retirement of a Participant during the Restriction Period, or in other cases of special circumstances (including hardship or other special circumstances of a Participant whose employment is involuntarily terminated), the Board may elect to waive in whole or in part any remaining restrictions with respect to all or any part of such Participant's Restricted Stock, if it finds that a waiver would be appropriate.

7.5  Except as otherwise provided in this Article VII, no shares of Restricted Stock received by a Participant shall be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of during the Restriction Period.

7.6  Upon an Award of Restricted Stock to a Participant, a certificate or certificates representing the shares of such Restricted Stock will be issued to and registered in the name of the Participant. Unless otherwise determined by the Board, such certificate or certificates will be held in custody by the Company until (i) the Restriction Period expires and the restrictions or limitations lapse, in which case one or more certificates representing such shares of Restricted Stock that do not bear a restrictive legend (other than any legend as required under applicable federal or state securities laws) shall be delivered to the Participant, or (ii) a prior forfeiture by the Participant of the shares of Restricted Stock subject to such Restriction Period, in which case the Company shall cause such certificate or certificates to be canceled and the shares represented thereby to be retired, all as set forth in the Participant's Award Agreement.  It shall be a condition of an Award of Restricted Stock that the Participant deliver to the Company a stock power endorsed in blank relating to the shares of Restricted Stock to be held in custody by the Company.
 
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7.7  Except as provided in this Article VII or in the related Award Agreement, a Participant receiving an Award of shares of Restricted Stock Award shall have, with respect to such shares, all rights of a shareholder of the Company, including the right to vote the shares and the right to receive any distributions, unless and until such shares are otherwise forfeited by such Participant; provided, however, the Board may require that any cash dividends with respect to such shares of Restricted Stock be automatically reinvested in additional shares of Restricted Stock subject to the same restrictions as the underlying Award, or may require that cash dividends and other distributions on Restricted Stock be withheld by the Company or its Affiliates for the account of the Participant. The Board shall determine whether interest shall be paid on amounts withheld, the rate of any such interest, and the other terms applicable to such withheld amounts.

ARTICLE VIII -- STOCK AWARDS

8.1  The Board, in its sole discretion, may from time to time on or after the Effective Date grant Stock Awards to Eligible Persons in payment of compensation that has been earned or as compensation to be earned, including without limitation compensation awarded or earned concurrently with or prior to the grant of the Stock Award, subject to the terms and conditions set forth in this Article VIII.

8.2  For the purposes of this Plan, in determining the value of a Stock Award, all shares of Common Stock subject to such Stock Award shall be set in the Award Agreement and may be less than one hundred percent (100%) of the Fair Market Value of the Common Stock at the Grant Date.

8.3  Unless otherwise determined by the Board and set forth in the related Award Agreement, shares of Common Stock subject to a Stock Award will be issued, and one or more certificates representing such shares will be delivered, to the Participant as soon as practicable following the Grant Date of such Stock Award. Upon the issuance of such shares and the delivery of one or more certificates representing such shares to the Participant, such Participant shall be and become a shareholder of the Company fully entitled to receive dividends, to vote and to exercise all other rights of a shareholder of the Company. Notwithstanding any other provision of this Plan, unless the Board expressly provides otherwise with respect to a Stock Award, as set forth in the related Award Agreement, no Stock Award shall be deemed to be an outstanding Award for purposes of the Plan.

ARTICLE IX -- PERFORMANCE SHARES

9.1  The Board, in its sole discretion, may from time to time on or after the Effective Date award Performance Shares to Eligible Persons as an incentive for the performance of future services that will contribute materially to the successful operation of the Company and its Affiliates, subject to the terms and conditions set forth in this Article IX.
 
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9.2  The Board shall determine the terms and conditions of any Award of Performance Shares, which shall be set forth in the related Award Agreement, including without limitation:

(a) the purchase price, if any, to be paid for such Performance Shares, which may be zero, subject to such minimum consideration as may be required by applicable law;

(b) the performance period (the "Performance Period") and/or performance objectives (the "Performance Objectives") applicable to such Awards;

(c) the number of Performance Shares that shall be paid to the Participant if the applicable Performance Objectives are exceeded or met in whole or in part; and

(d) the form of settlement of a Performance Share.

9.3  At any date, each Performance Share shall have a value equal to the Fair Market Value of a share of Common Stock.

9.4  Performance Periods may overlap, and Participants may participate simultaneously with respect to Performance Shares for which different Performance Periods are prescribed.

9.5  Performance Objectives may vary from Participant to Participant and between Awards and shall be based upon such performance criteria or combination of factors as the Board may deem appropriate, including, but not limited to, minimum earnings per share or return on equity. If during the course of a Performance Period there shall occur significant events which the Board expects to have a substantial effect on the applicable Performance Objectives during such period, the Board may revise such Performance Objectives.

9.6  In the sole discretion of the Board and as set forth in the Award Agreement for an Award of Performance Shares, all Performance Shares held by a Participant and not earned shall be forfeited by the Participant upon the Participant's Termination of Service. Notwithstanding the foregoing, unless otherwise provided in an Award Agreement with respect to an Award of Performance Shares, in the event of the death, Disability or Retirement of a Participant during the applicable Performance Period, or in other cases of special circumstances (including hardship or other special circumstances of a Participant whose employment is involuntarily terminated), the Board may determine to make a payment in settlement of such Performance Shares at the end of the Performance Period, based upon the extent to which the Performance Objectives were satisfied at the end of such period and pro rated for the portion of the Performance Period during which the Participant was employed by the Company or an Affiliate; provided, however, that the Board may provide for an earlier payment in settlement of such Performance Shares in such amount and under such terms and conditions as the Board deems appropriate or desirable.

9.7  The settlement of a Performance Share shall be made in cash, whole shares of Common Stock or a combination thereof and shall be made as soon as practicable after the end of the applicable Performance Period.  Notwithstanding the foregoing, the Board in its sole discretion may allow a Participant to defer payment in settlement of Performance Shares on terms and conditions approved by the Board and set forth in the related Award Agreement entered into in advance of the time of receipt or constructive receipt of payment by the Participant.

9.8  Performance Shares shall not be transferable by the Participant. The Board shall have the authority to place additional restrictions on the Performance Shares including, but not limited to, restrictions on transfer of any shares of Common Stock that are delivered to a Participant in settlement of any Performance Shares.
 
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ARTICLE X -- CHANGES OF CONTROL OR OTHER FUNDAMENTAL CHANGES

10.1  Upon the occurrence of a Change of Control and unless otherwise provided in the Award Agreement with respect to a particular Award:

(a) all outstanding Stock Options shall become immediately exercisable in full, subject to any appropriate adjustments in the number of shares subject to the Stock Option and the Option Price, and shall remain exercisable for the remaining Option Period, regardless of any provision in the related Award Agreement limiting the exercisability of such Stock Option or any portion thereof for any length of time;

(b) all outstanding Performance Shares with respect to which the applicable Performance Period has not been completed shall be paid out as soon as practicable as follows:

(i) all Performance Objectives applicable to the Award of Performance Shares shall be deemed to have been satisfied to the extent necessary to earn one hundred percent (100%) of the Performance Shares covered by the Award;

(ii) the applicable Performance Period shall be deemed to have been completed upon occurrence of the Change of Control;

(iii) the payment to the Participant in settlement of the Performance Shares shall be the amount determined by the Board, in its sole discretion, or in the manner stated in the Award Agreement, as multiplied by a fraction, the numerator of which is the number of full calendar months of the applicable Performance Period that have elapsed prior to occurrence of the Change of Control, and the denominator of which is the total number of months in the original Performance Period; and

(iv) upon the making of any such payment, the Award Agreement as to which it relates shall be deemed terminated and of no further force and effect.

(c) all outstanding shares of Restricted Stock with respect to which the restrictions have not lapsed shall be deemed vested, and all such restrictions shall be deemed lapsed and the Restriction Period ended.

10.2  Anything contained herein to the contrary notwithstanding, upon the dissolution or liquidation of the Company, each Award granted under the Plan and then outstanding shall terminate; provided, however, that following the adoption of a plan of dissolution or liquidation, and in any event prior to the effective date of such dissolution or liquidation, each such outstanding Award granted hereunder shall be exercisable in full and all restrictions shall lapse, to the extent set forth in Section 10.1(a), (b) and (c) above.

10.3  After the merger of one or more corporations into the Company or any Affiliate, any merger of the Company into another corporation, any consolidation of the Company or any Affiliate of the Company and one or more corporations, or any other corporate reorganization of any form involving the Company as a party thereto and involving any exchange, conversion, adjustment or other modification of the outstanding shares of the Common Stock, each Participant shall, at no additional cost, be entitled, upon any exercise of such Participant's Stock Option, to receive, in lieu of the number of shares as to which such Stock Option shall then be so exercised, the number and class of shares of stock or other securities or such other property to which such Participant would have been entitled to pursuant to the terms of the agreement of merger or consolidation or reorganization, if at the time of such merger or consolidation or reorganization, such Participant had been a holder of record of a number of shares of Common Stock equal to the number of shares as to which such Stock Option shall then be so exercised. Comparable rights shall accrue to each Participant in the event of successive mergers, consolidations or reorganizations of the character described above. The Board may, in its sole discretion, provide for similar adjustments upon the occurrence of such events with regard to other outstanding Awards under this Plan. The foregoing adjustments and the manner of application of the foregoing provisions shall be determined by the Board in its sole discretion. Any such adjustment may provide for the elimination of any fractional shares which might otherwise become subject to an Award. All adjustments made as the result of the foregoing in respect of each Incentive Stock Option shall be made so that such Incentive Stock Option shall continue to be an Incentive Stock Option, as defined in Section 422 of the Code.
 
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ARTICLE XI -- AMENDMENT AND TERMINATION

11.1  Subject to the provisions of Section 11.2, the Board of Directors at any time and from time to time may amend or terminate the Plan as may be necessary or desirable to implement or discontinue the Plan or any provision hereof.  To the extent required by the Act or the Code, however, no amendment, without approval by the Company's shareholders, shall:

(a) materially alter the group of persons eligible to participate in the Plan;

(b) except as provided in Section 3.4, change the maximum aggregate number of shares of Common Stock that are available for Awards under the Plan;

(c) alter the class of individuals eligible to receive an Incentive Stock Option or increase the limit on Incentive Stock Options set forth in Section 4.1(d) or the value of shares of Common Stock for which an Eligible Employee may be granted an Incentive Stock Option.

11.2  No amendment to or discontinuance of the Plan or any provision hereof by the Board of Directors or the shareholders of the Company shall, without the written consent of the Participant, adversely affect (in the sole discretion of the Board) any Award theretofore granted to such Participant under this Plan; provided, however, that the Board retains the right and power to:

(a) annul any Award if the Participant is terminated for cause as determined by the Board; and

(b) convert any outstanding Incentive Stock Option to a Nonqualified Stock Option.

11.3  If a Change of Control has occurred, no amendment or termination shall impair the rights of any person with respect to an outstanding Award as provided in Article X.

ARTICLE XII -- MISCELLANEOUS PROVISIONS

12.1  Nothing in the Plan or any Award granted hereunder shall confer upon any Participant any right to continue in the employ of the Company or its Affiliates or to serve as a Director or shall interfere in any way with the right of the Company or its Affiliates or the shareholders of the Company, as applicable, to terminate the employment of a Participant or to release or remove a Director at any time.  Unless specifically provided otherwise, no Award granted under the Plan shall be deemed salary or compensation for the purpose of computing benefits under any employee benefit plan or other arrangement of the Company or its Affiliates for the benefit of their respective employees unless the Company shall determine otherwise.  No Participant shall have any claim to an Award until it is actually granted under the Plan and an Award Agreement has been executed and delivered to the Company.  To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall, except as otherwise provided by the Board, be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts, except as provided in Article VII with respect to Restricted Stock and except as otherwise provided by the Board.
 
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12.2  The Plan and the grant of Awards shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any government or regulatory agency as may be required. Any provision herein relating to compliance with Rule 16b-3 under the Act shall not be applicable with respect to participation in the Plan by Participants who are not subject to Section 16 of the Act.

12.3  The terms of the Plan shall be binding upon the Company, its successors and assigns.

12.4  Neither a Stock Option nor any other type of equity-based compensation provided for hereunder shall be transferable except as provided for in Section 6.2. In addition to the transfer restrictions otherwise contained herein, additional transfer restrictions shall apply to the extent required by federal or state securities laws.  If any Participant makes such a transfer in violation hereof, any obligation hereunder of the Company to such Participant shall terminate immediately.

12.5  This Plan and all actions taken hereunder shall be governed by the laws of the State of Texas.

12.6  Each Participant exercising an Award hereunder agrees to give the Board prompt written notice of any election made by such Participant under Section 83(b) of the Code, or any similar provision thereof.

12.7  If any provision of this Plan or an Award Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award Agreement under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Award Agreement, it shall be stricken, and the remainder of the Plan or the Award Agreement shall remain in full force and effect.

12.8  The grant of an Award pursuant to this Plan shall not affect in any way the right or power of the Company or any of its Affiliates to make adjustments, reclassification, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or to dissolve, liquidate or sell, or to transfer all or part of its business or assets.


12.9  The Plan is not subject to the provisions of ERISA or qualified under Section 401(a) of the Code.

12.10  If a Participant is required to pay to the Company an amount with respect to income and employment tax withholding obligations in connection with (i) the exercise of a Nonqualified Stock Option, (ii) certain dispositions of Common Stock acquired upon the exercise of an Incentive Stock Option, or (iii) the receipt of Common Stock pursuant to any other Award, then the issuance of Common Stock to such Participant shall not be made (or the transfer of shares by such Participant shall not be required to be effected, as applicable) unless such withholding tax or other withholding liabilities shall have been satisfied in a manner acceptable to the Company.  To the extent provided by the terms of an Award Agreement, the Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under an Award by any of the following means (in addition to the Company's right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company owned and unencumbered shares of Common Stock.
 
-17-

 


EXHIBIT 10.1
ASSET TRANSFER AGREEMENT

This Asset Transfer Agreement (this “ Agreement ”) entered into on March __, 2009, to be effective as of the Effective Date (as defined below) is by and between Vertex Holdings, L.P., formerly Vertex Energy, L.P., a Texas limited partnership (“ Vertex LP ”), all of the partners of Vertex LP as set forth on the signature page hereof, representing 100% of the total ownership interests of Vertex LP (the “ Vertex LP Partners ”) and Vertex Energy, Inc., a Nevada corporation (“ Vertex Nevada ”), each sometimes referred to herein as a “ Party ,” and collectively referred to herein as the “ Parties .”

W I T N E S S E T H :

WHEREAS , on or about May 19, 2008, an Amended and Restated Agreement and Plan of Merger (as amended from time to time, the “ Plan of Merger ”, a copy of which is attached hereto as Exhibit A ) was entered into by and between World Waste Technologies, Inc., a California corporation (“ WWT ”), on the one hand, and Vertex LP, Vertex Nevada, Vertex Merger Sub, LLC, a California limited liability company and wholly owned subsidiary of Vertex Nevada (“ Merger Sub ”), and Benjamin P. Cowart, as agent (“ Agent ”) of all of the shareholders of Vertex Nevada (the “ Vertex Shareholders ”), on the other hand;

WHEREAS , in connection with and pursuant to terms and conditions of the Plan of Merger, and in furtherance of the merger of WWT with and into Merger Sub, Vertex LP is obligated to transfer certain assets, contracts, rights and privileges (collectively, the “ Rights ,” as set forth in Exhibit B , attached hereto) to Vertex Nevada;

WHEREAS , the Rights include all privileges, powers, rights, interests and claims of every type and description that are owned, leased, held, used or useful in the Vertex Business (as defined in the Plan of Merger) in which Vertex LP has any right, title or interest;  and

WHEREAS , Vertex LP desires to transfer the Rights to Vertex Nevada, and Vertex Nevada desires to accept transfer of the Rights from Vertex LP.

NOW, THEREFORE , in consideration for the promises and pledges contained below, and other good and valuable consideration, including the terms and conditions contained in the Plan of Merger, the sufficiency of which is hereby acknowledged and confessed, which consideration the Parties acknowledge receipt of, and the premises and the mutual covenants, agreements, and considerations herein contained, the Parties hereto agree as follows:

1.       Rights Transfer.

 
1.1
Vertex LP hereby transfers, grants, conveys and assigns to Vertex Nevada all of its right, title and interest in and to the Rights, free from any charges, liens and other encumbrances, except as described in the Plan of Merger or schedules or exhibits thereto (the “ Transfer ”).

 
1.2
Vertex Nevada hereby accepts the Transfer and agrees to take possession of the Rights and to assume certain of the liabilities of Vertex LP, as set forth on Exhibit C , attached hereto (the “ Liabilities ”);

 
1.3
Vertex Nevada agrees to issue restricted shares of Vertex Nevada’s common stock (the “ Common Stock ”) and warrants to purchase shares of Vertex Nevada’s common stock (the “ Securities ”) to the Vertex LP Partners and to certain consultants of Vertex LP, in the names and amounts set forth on Exhibit D , attached hereto; and

 
1.4
Vertex LP agrees to enter into the Operating and Licensing Agreement with Vertex Nevada, attached hereto as Exhibit E .

2.
Representations of the Vertex LP Partners.

 
2.1
Each Vertex LP Partner represents, acknowledges and warrants the following to Vertex Nevada, and agrees that such representations, acknowledgements and warranties shall be automatically reconfirmed by each Vertex LP Partner on the Effective Date:

 
2.1.1
Each Vertex LP Partner recognizes that the Securities have not been registered under the Securities Act of 1933, as amended (the “ Act ”), nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Securities are registered under the Act or unless an exemption from registration is available;

 
2.1.2
Each Vertex LP Partner is acquiring the Securities for his, her or its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and he, she or it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require the sale or distribution of the Securities.  No one other than such Vertex LP Partner will have any beneficial interest in said securities.  Each Vertex LP Partner agrees to set forth the terms of his, her or its ownership, record address and tax id number on the Type of Ownership Form, attached hereto as Exhibit F ;

 
2.1.3
Each Vertex LP Partner acknowledges that he, she or it has had a reasonable opportunity to review the disclosures regarding the Plan of Merger and Vertex Nevada as set forth in WWT’s Definitive Proxy Statement on Form 14A (the “Proxy Statement”, as filed with the Securities and Exchange Commission’s EDGAR website), including the audited and unaudited financial statements of Vertex Nevada, the risk factors, description of business information, results of operations and other descriptions disclosed in such Proxy Statement (the “ Disclosures ”);

 
2.1.4
Each Vertex LP Partner confirms that he, she or it has had an opportunity to ask Vertex Nevada any questions he, she or it has regarding the Disclosures and any such questions have been satisfied by Vertex Nevada;
-2-

 
2.1.5
Each Vertex LP Partner has such knowledge and experience in financial and business matters that such is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision, and does not require a Purchaser Representative in evaluating the merits and risks of an investment in the Securities;

 
2.1.6
Each Vertex LP Partner recognizes that an investment in Vertex Nevada is a speculative venture and that the total consideration tendered to purchase the Securities is placed at the risk of the business and may be completely lost.  The purchase of Securities as an investment involves special risks;

 
2.1.7
Each Vertex LP Partner realizes that the Securities cannot readily be sold as they will be restricted securities and therefore the Securities must not be purchased unless such Vertex LP Partner has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties such that Vertex LP Partner can provide for his, her or its current needs and possible personal contingencies;

 
2.1.8
Each Vertex LP Partner confirms and represents that he, she or it is able (i) to bear the economic risk of his, her or its investment, (ii) to hold the Securities for an indefinite period of time, and (iii) to afford a complete loss of his, her or its investment;

 
2.1.9
Each Vertex LP Partner has provided correct and complete information regarding the above disclosures to Vertex Nevada as of the date hereof, and if there should be any material change in such information prior to the Effective Date, such Vertex LP Partner will immediately provide Vertex Nevada with such updated information; and
     
 
2.1.10
Each Vertex LP Partner has carefully considered and has, to the extent he, she or it believes such discussion necessary, discussed with his, her or its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for his, her, or its particular tax and financial situation and his, her or its advisers, if such advisors were deemed necessary, have determined that the Securities are a suitable investment for him, her or it.

 
2.2
Each Vertex LP Partner hereby agrees that the Securities and any certificate evidencing such Securities shall be stamped or otherwise imprinted with a conspicuous legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT.  THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS."
-3-

 
2.3
Concurrently with his, her or its entry into this Agreement, each Vertex LP Partner has executed a Lock-Up Agreement in the form of Exhibit G , attached hereto (the “ Lock-up ”), and such Vertex LP Partner agrees to be bound by the terms and conditions of such Lock-Up.

 
2.4
Each Vertex LP Partner hereby agrees that in addition to the legend described in Section 2.2 above, the Securities and any certificate evidencing such Securities shall be stamped or otherwise imprinted with a conspicuous legend in substantially the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THAT CERTAIN LOCK-UP AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER(S) NAMED THEREIN, DATED AS OF MARCH __ , 2009.  A COPY OF THE LOCK-UP AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY.”

 
2.5
By signing this Agreement below, each Vertex LP Partner consents to, approves, ratifies and confirms the terms and conditions of the Plan of Merger and the transactions contemplated therein, including, but not limited to the terms and conditions of this Agreement.

3.
Representations and Warranties of Vertex LP.

 
3.1
Vertex LP hereby represents, covenants and warrants as of the date hereof and as of the Effective Date, as follows:

 
3.1.1
Vertex LP is duly organized, validly existing and in good standing under the laws of the state of Texas and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted.  Vertex LP is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization.

 
3.1.2
Vertex LP has, and Vertex Nevada will receive on the Effective Date, good and marketable title to the Rights, free and clear of any and all liens or encumbrances, other than the Liabilities, which Vertex Nevada will assume in connection with the Transfer.
-4-

 
3.1.3
No person or entity holds any rights to any of the Rights, other than Vertex LP, and Vertex LP has not assigned or pledged any of the Rights or any rights in connection therewith to any person or entity.

 
3.1.4
Vertex LP has all requisite corporate power and authority to execute and deliver this Agreement and to perform fully its obligations hereunder.

4.             Representations and Warranties of Vertex Nevada.

 
4.1
Vertex Nevada hereby represents, covenants and warrants as of the date hereof and as of the Effective Date, as follows:

 
4.1.1
Vertex Nevada is duly organized, validly existing and in good standing under the laws of the state of Nevada and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted.  Vertex Nevada is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization.

 
4.1.2
All of the outstanding shares of capital stock of Vertex Nevada have been duly authorized, and are validly issued, fully paid and non-assessable and once issued as described herein, all of the Securities will be validly issued, fully paid and non-assessable.

 
4.1.3
Vertex Nevada has all requisite corporate power and authority to execute and deliver this Agreement and to perform fully its obligations hereunder.

5.
Purchase of Inventory.

 
5.1
The Parties agree that Vertex Nevada shall purchase all inventory and feedstock owned and controlled by Vertex LP as of the Effective Date (collectively “ Inventory ”) at the prices as set forth on the attached Exhibit H .

6.
Effective Date .

 
6.1
The “ Effective Date ” of this Agreement shall be the date that the Merger described in the Plan of Merger closes and becomes effective.

7.
Miscellaneous.

 
7.1
Authority.   Each Party has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby.

 
7.2
Further Assurances.   All Parties agree that, from time to time, whether before, at or after the Effective Date, each of them will take such other action and to execute, acknowledge and deliver such contracts or other documents (a) as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement; or (b) to effect the Plan of Merger or the issuance of the Securities as described herein.
-5-

 
7.3
Consideration.   Each Party represents that he, she or it has received valid consideration as a result of the terms and conditions of this Agreement, from another Party which has executed this Agreement below.

 
7.4
Third Party Beneficiaries .  The Parties agree that the shareholders of WWT are third party beneficiaries to this Agreement and the terms and conditions herein.

 
7.5
Binding Effect.   This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, successors, assigns, directors, officers, agents, employees and personal representatives.

 
7.6
Interpretation.   The interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas.

 
7.7
Section Headings . Section headings are for convenience only and shall not define or limit the provisions of this Agreement.

 
7.8
Faxed Signatures.   For purposes of this Agreement a faxed signature shall constitute an original signature.

 
7.9
Execution.   This Agreement may be executed in several counterparts, each of which shall be deemed an original, and such counterparts taken together shall constitute but one and the same Agreement.  A photocopy of this Agreement shall be effective as an original for all purposes.





[Remainder of page left intentionally blank. Signature page follows.]
-6-

IN WITNESS WHEREOF , intending to be legally bound, the Parties hereto have executed this Agreement as of the date first written above, to be effective as of the Effective Date.

 
Vertex Energy, L.P.
   
 
By: /s/ Benjamin P. Cowart
 
Name: Benjamin P. Cowart
 
Its: _____________________________
   
 
Vertex Energy, Inc.
   
   
 
/s/ Benjamin P. Cowart
 
Benjamin P. Cowart
 
Chief Executive Officer








[Signatures of Vertex LP Partners follow on next page.]
-7-

Vertex LP Partners

VTX, Inc.

/s/ Benjamin P. Cowart
Benjamin P. Cowart
President

PTI, Inc.

By: /s/ Ingram Lee
Its: President
Printed Name: Ingram Lee

Brossette Brokering and Chartering, Inc.

By: /s/ Victor P. Brossette
Its: President
Printed Name: Victor P. Brossette



/s/ Benjamin P. Cowart
Benjamin P. Cowart


/s/ Chris Carlson
Chris Carlson


/s/ Greg Wallace
Greg Wallace

/s/ Albert D'Antoni
Albert D’Antoni
-8-

Exhibit A

Plan of Merger
 
 
-9-

Exhibit B

Rights

Capitalized terms below, not otherwise defined in the Agreement to which this Exhibit B is attached shall have the meaning set forth in the Plan of Merger.

1. The assets, rights, and privileges, described below of Vertex LP held for use by Vertex LP in connection with that portion of the Vertex Business described in sub-clause (i) of the definition thereof appearing in the Merger Agreement, including but not limited to:

-all of Vertex LP’s rights and interests under or in connection with that certain Chevron Recovery Oil Purchase Contract dated as of April 1, 2004 between Vertex Energy, LP and Fuel and Marine Marketing, LLC (as assigned to Vertex Nevada);

-all customer lists;

-all customer contracts and relationships;

-all short and long term supply contracts;

-all methods of doing business;

-all trade secrets;

-all vendor contracts and relationships;

-all price lists;

-all other Intellectual Property (excluding the Demetalization Technology (OP#2));

-all cell phones;

-all memberships and subscriptions;

-all Marketing and Collateral;

-all inventory on hand of consumable supplies & chemicals (separate from the Inventory, as defined in Section 5.1); and

-all blueprints, drawings, analysis, and technical data associated with Alchemy Process (OP #1).

Notwithstanding the foregoing, the assets shall not include the software known as “Desert Micro”, used by Vertex LP, provided that Vertex LP shall grant Vertex Nevada with the perpetual, royalty-free right to utilize such software.
-10-

2. “Alchemy Process”, including all Intellectual property related thereto.  Notwithstanding the foregoing, the assets shall not include any of the assets or rights which are subject to the Purchase and Sale Agreement by Vertex Nevada and CMT; the Sublease Agreement by Vertex Nevada and CMT; or the office space Lease Agreement to be entered into by Vertex Nevada and CMT, whether or not such agreements are executed by the parties;

3. All of Vertex LP’s rights and interests under or in connection with that certain KMTEX Contract dated as of July 1, 2007 between Vertex Refining and KMTEX (as assigned to Vertex Nevada);

4. All of Vertex LP’s rights and interest under or in connection with that certain Terminaling Agreement dated as of November 1, 2008, between Vertex LP and Cedar Marine Terminal, L.P.

5. Vertex Computers:
 
Compaq Presario x6000 – Service Tag CNF5311L9G;
Dell Latitude D430 – Service Tag 3378MF1;
Dell Latitude D620 – Service Tag 2QKVLC1;
Dell Latitude D630 – Service Tag F560GD1;
Dell Latitude D630 – Service Tag 6D9QYD1;
Dell Inspiron MXC061 – Service Tag 82JX0C1; and
Dell OptiPlex 330 – Service Tag 983FDF1;

6. A non-transferable, royalty-free, perpetual license to the use of the “Vertex” Trademark Registration Number: 2,852,433; and

7. All books and records related to the Vertex Business (but not any corporate records of Vertex LP).
-11-

Exhibit C

Liabilities

Vertex Nevada’s pro rata portion of the July 25, 1997, Lease Agreement by and between Vertex LP and TRW Trading, Inc., a Texas Corporation (“TRW” and the agreement, as amended from time to time, the “Lease Agreement”), as provided in the Sublease Agreement between Vertex Nevada and Vertex LP, in the event that Vertex Nevada executes the Sublease Agreement between the parties.

Vertex Nevada’s pro rata portion of the office space lease at 1331 Gemini from KBS Capital as evidenced by a Lease Agreement to be entered into between the parties.

Vertex Nevada agrees to use commercially reasonable efforts to obtain a bank facility of $1.6 million from Regions Bank and/or another lending institution (the “Loan”) and to pay such Loan proceeds to Vertex LP (and/or allow Vertex LP the use of such Loan proceeds) for repayment of $1.6 million of outstanding liabilities of Vertex LP.
-12-

Exhibit D

Securities

Vertex LP Partner Name
Common Stock Shares Issuable
 
VTX, INC.
  55,311  
PTI, INC.
  182,622  
BROSSETTE BROKERING AND CHARTERING, INC.
  182,622  
BENJAMIN P. COWART
  4,679,488  
CHRIS CARLSON
  293,244  
GREG WALLACE
  103,943  
ALBERT D'ANTONI
  4,770  
Consultant Shares*
  575,000  
TOTALS
  6,077,000  


*All Consultants will be required to execute a representation letter in the form of Exhibit D-1, attached hereto, and the Lock-Up Agreement in the form of Exhibit G, attached hereto, prior to the issuance of their shares.  Vertex Nevada reserves the right to a) hold the Consultant Shares in escrow; and/or b) to not issue the Consultant Shares, until such time, if ever, as Vertex Nevada has entered into a definitive agreement with Liviakis Financial Communications, Inc. or its assigns.  In the event no definitive understanding can be reached between Vertex Nevada and Liviakis Financial Communications, Inc., Vertex Nevada reserves the right to issue the 575,000 (or a portion thereof) Consultant Shares to a third party investor relations firm and/or consulting firm engaged by Vertex Nevada.
-13-

Warrants (to be evidenced by individual Warrant Agreements):

Exercise Price
 
Expiration Date
 
Total shares
   
VTX
   
PTI
   
BB&C
   
Cowart
   
Carlson
   
Wallace
   
D'Antoni
 
$ 15.00  
2011
    16,667       168       553       553       14,176       888       315       14  
$ 27.00  
2014
    6,667       67       221       221       5,671       355       126       6  
$ 27.00  
2015
    26,667       268       885       885       22,681       1,421       504       23  
$ 27.00  
2015
    3,334       34       111       111       2,834       178       63       3  
$ 37.00  
2014
    467       5       16       16       396       25       9       -  
$ 22.50  
2015
    22,667       228       752       752       19,279       1,208       428       20  
$ 27.00  
2015
    19,333       194       642       642       16,443       1,030       365       17  
$ 27.00  
2016
    3,333       34       111       111       2,833       178       63       3  
$ 20.50  
2016
    3,333       34       111       111       2,833       178       63       3  
$ 15.50  
2017
    13,333       134       443       443       11,338       711       252       12  
$ 11.10  
2017
    8,333       84       277       277       7,087       444       157       7  
$ 11.10  
2017
    3,333       34       111       111       2,833       178       63       3  
$ 14.20  
2017
    188,400       1,894       6,253       6,253       160,237       10,041       3,559       163  
$ 1.55  
2018
    96,667       972       3,209       3,209       82,215       5,152       1,826       84  
$ 10.00  
2011
    833       8       28       28       708       44       16       1  
$ 12.50  
2011
    5,333       54       177       177       4,535       284       101       5  
$ 15.00  
2011
    10,746       108       357       357       9,139       573       203       9  
$ 25.00  
2012
    10,275       103       341       341       8,739       548       194       9  
$ 25.00  
2012
    1,102       11       37       37       936       59       21       1  
$ 25.00  
2010
    10,707       108       355       355       9,107       571       202       9  
$ 27.50  
2010
    67,927       683       2,255       2,255       57,772       3,620       1,283       59  
$ 27.50  
2011
    89,817       903       2,981       2,981       76,390       4,787       1,697       78  
$ 27.50  
2011
    165,204       1,661       5,483       5,483       140,508       8,805       3,121       143  
-14-

Exhibit D-1

CERTIFICATION

By signing below, the undersigned represents, warrants and agrees to the following representations, acknowledgements and confirms that such representations, acknowledgements and warranties shall be automatically reconfirmed by the undersigned on the Effective Date that he, she or it:

 
1.
The undersigned recognizes that the shares of common stock which the undersigned is to receive in connection with consulting services rendered to Vertex Energy, Inc., a Nevada corporation (“ Vertex Nevada ” and the “ Securities ”) have not been registered under the Securities Act of 1933, as amended (the “ Act ”), nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Securities are registered under the Act or unless an exemption from registration is available;

 
2.
The undersigned is acquiring the Securities for his, her or its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and he, she or it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require the sale or distribution of the Securities.  No one other than the undersigned will have any beneficial interest in said securities.  The undersigned agrees to set forth the terms of his, her or its ownership, record address and tax id number on the Type of Ownership Form, attached to the Asset Transfer Agreement, as Exhibit E ;

 
3.
The undersigned acknowledges that he, she or it has had a reasonable opportunity to review the disclosures regarding the Plan of Merger and Vertex Nevada as set forth in WWT’s Definitive Proxy Statement on Form 14A (the “Proxy Statement”, as filed with the Securities and Exchange Commission’s EDGAR website), including the audited and unaudited financial statements of Vertex Nevada, the risk factors, description of business information, results of operations and other descriptions disclosed in such Proxy Statement (the “ Disclosures ”);

 
4.
The undersigned confirms that he, she or it has had an opportunity to ask Vertex Nevada any questions he, she or it has regarding the Disclosures and any such questions have been satisfied by Vertex Nevada;

 
5.
The undersigned has such knowledge and experience in financial and business matters that such is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision, and does not require a Purchaser Representative in evaluating the merits and risks of an investment in the Securities;

 
6.
The undersigned recognizes that an investment in Vertex Nevada is a speculative venture and that the total consideration tendered to purchase the Securities is placed at the risk of the business and may be completely lost.  The purchase of Securities as an investment involves special risks;

 
7.
The undersigned realizes that the Securities cannot readily be sold as they will be restricted securities and therefore the Securities must not be purchased unless the undersigned has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties such that the undersigned can provide for his, her or its current needs and possible personal contingencies;
-15-

 
8.
The undersigned confirms and represents that he, she or it is able (i) to bear the economic risk of his, her or its investment, (ii) to hold the Securities for an indefinite period of time, and (iii) to afford a complete loss of his, her or its investment;

 
9.
The undersigned has provided correct and complete information regarding the above disclosures to Vertex Nevada as of the date hereof, and if there should be any material change in such information prior to the effective date of the Merger (the “ Effective Date ”), the undersigned will immediately provide Vertex Nevada with such updated information;

 
10.
The undersigned has carefully considered and has, to the extent he, she or it believes such discussion necessary, discussed with his, her or its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for his, her, or its particular tax and financial situation and his, her or its advisers, if such advisors were deemed necessary, have determined that the Securities are a suitable investment for him, her or it;

 
11.
The undersigned hereby agrees that the Securities and any certificate evidencing such Securities shall be stamped or otherwise imprinted with a conspicuous legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT.  THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS."

 
12.
Concurrently with his, her or its entry into this Agreement, the undersigned has executed a Lock-Up Agreement in the form of Exhibit F , attached to the Asset Transfer Agreement (the “ Lock-up ”), and the undersigned agrees to be bound by the terms and conditions of such Lock-Up;

 
13.
The undersigned hereby agrees that in addition to the legend described above, the Securities and any certificate evidencing such Securities shall be stamped or otherwise imprinted with a conspicuous legend in substantially the following form:
-16-

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THAT CERTAIN LOCK-UP AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER(S) NAMED THEREIN, DATED AS OF MARCH __ , 2009.  A COPY OF THE LOCK-UP AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY.”

 
14.
By signing this Agreement below, each of the undersigned consents to, approves, ratifies and confirms the terms and conditions of the Plan of Merger and the Asset Transfer Agreement, which this Exhibit D-1 is attached thereto, and the transactions contemplated therein; and

 
15.
The undersigned further confirms and acknowledges that the undersigned is an “accredited investor” as such term is defined in Rule 501 of the Act.

IN WITNESS WHEREOF , intending to be legally bound, the undersigned has executed this Certification as of the date first written above, to be automatically reconfirmed as of the Effective Date.


By:_____________________

Printed Name:_____________________

If on Behalf of Entity, Entity Name:______________________

Position of signatory with Entity:______________________

Date:______________________
-17-

Exhibit E


Operating and Licensing Agreement
 
 
 
-18-

Exhibit F

TYPE OF OWNERSHIP FORM


(CHECK ONE):

_____
INDIVIDUAL OWNERSHIP (one signature required)

_____
TRUST (please include name of trust, name of trustee, and date trust was formed and copy of the Trust Agreement or other authorization)

_____
PARTNERSHIP (please include a copy of the Partnership Agreement authorizing signature)

 
CORPORATION (please include a certified corporate resolution authorizing signature)


__________________________________________________________________________
Please print here the exact name (registration)
desired to appear in the records of Vertex Energy, Inc.


__________________________________________________________________________
Please print here the exact address
desired to appear in the records of Vertex Energy, Inc.

__________________________________________________________________________
Please provide shareholder’s Social Security or Taxpayer Identification Number
-19-

Exhibit G

LOCK-UP AGREEMENT
 
March __, 2009
 
Ladies and Gentlemen:
 
The undersigned is the owner of _____________shares of common stock of Vertex Energy, Inc., a Nevada corporation (“ Vertex Nevada ”), and options or warrants that are exercisable for up to ____________shares of Vertex Nevada common stock (collectively, the shares of common stock and the shares of common stock issuable upon exercise of the options or warrants, the “ Vertex Common Stock ”).  World Waste Technologies, Inc., a California corporation (“ WWT ”), Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), a Texas limited partnership (“ Vertex LP ”), and Vertex Merger Sub, LLC., a California limited liability company and wholly owned subsidiary of Vertex Nevada (“ Merger Subsidiary ”) and Benjamin P. Cowart, as agent of all of the shareholders of Vertex Nevada, are parties to an Amended and Restated Agreement and Plan of Merger, dated as of May 19, 2008 (as amended from time to time, the “ Merger Agreement ”), effective upon the date of the merger of Merger Subsidiary with WWT in accordance with the terms and conditions of the Merger Agreement (the “ Closing Date ”).
 
In order to induce Vertex LP, WWT and Merger Subsidiary to complete the transactions that are described in the Merger Agreement, the undersigned hereby agrees that, during the period beginning on the Closing Date and ending on the three-year anniversary of the Closing Date (the “ Lock-Up Period ”), the undersigned will not sell, assign, pledge or otherwise transfer any shares of Vertex Common Stock that the undersigned beneficially owns, including (i) all shares of Vertex Common Stock issued pursuant to the Merger Agreement and issuable upon exercise of options and warrants assumed by Vertex Nevada pursuant to the merger, (ii) all shares of Vertex Common Stock that the undersigned may receive as a stock dividend or other distribution on shares of Vertex Common Stock, and (iii) all other securities of Vertex Nevada that the undersigned may receive in a recapitalization or similar transaction (the “ Lock-up Shares ”), and the undersigned agrees not to take any of the preceding actions, without Vertex Nevada’s prior written consent.  In addition, the undersigned agrees that, during the Lock-Up Period, the undersigned will not engage in (i) any short sale of the Lock-up Shares, (ii) any hedging transaction regarding the Lock-up Shares, or (ii) any grant of a put or call option regarding the Lock-up Shares.
 
Notwithstanding the foregoing, the undersigned may transfer (i) all or any portion of the Lock-Up Shares commencing on the date that the closing Market Price of the Vertex Common Stock (as defined below) has averaged at least $15.00 per share over a period of 20 consecutive trading days and the daily trading volume over the same 20-day period has averaged at least 7,500 shares; (ii) all or any portion of the Lock-Up Shares as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound by the restrictions set forth herein, (iii) all or any portion of the Lock-up Shares to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and (iv) in any given three-month period commencing on the one-year anniversary of the Closing Date, up to that number of Lock-Up Shares equal to 5% of the total number of shares of Vertex Common Stock then beneficially owned by the undersigned.  For purposes hereof, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.
-20-

The term “closing Market Price of the Vertex Common Stock” on any day shall be deemed to be the closing price of the Vertex Common Stock on such day as officially reported by the principal securities exchange in which the shares of Vertex Common Stock are listed or admitted to trading or by the Nasdaq Stock Market, or if the Vertex Common Stock is not listed or admitted to trading on any securities exchange, including the Nasdaq Stock Market, the last sale price, or if there is no last sale price, the closing bid price, as furnished by the National Association of Securities Dealers, Inc. (such as through the OTC Bulletin Board) or a similar organization if Nasdaq is no longer reporting such information. If the closing Market Price of the Vertex Common Stock cannot be determined pursuant to the sentence above, such price shall be determined in good faith (using customary valuation methods) by the Vertex Board of Directors based on the information best available to it.
 
The undersigned consents to the entry of stop transfer instructions with Vertex’s transfer agent and registrar against the transfer of shares of Vertex Common Stock except in compliance with the preceding provisions of this letter agreement.  The undersigned also consents to the placement of the following legend on any and all stock certificates that evidence the shares of Vertex Common Stock that are the subject of this letter agreement:
 
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THAT CERTAIN LOCK-UP AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER(S) NAMED THEREIN, DATED AS OF MARCH __ , 2009.  A COPY OF THE LOCK-UP AGREEMENT MAY BE INSPECTED  AT THE PRINCIPAL OFFICE OF THE COMPANY.”
 
Nothing in this Agreement shall affect any other contractual lock-up agreement to which the undersigned may currently be a party.  This letter agreement is irrevocable and is binding upon the personal representative, heirs and assigns of the undersigned.  The letter agreement automatically will terminate upon abandonment of the transactions described in the Merger Agreement.
 
 
Very truly yours,
 
 
 
__________________________________
Name of Shareholder
 
 
__________________________________
Authorized Signature
 
 
__________________________________
Title (if the shareholder is not an individual)
 
ACCEPTED:
 
VERTEX ENERGY, INC.
 
By:  __________________________________
       Name: ____________________________
       Title:  ____________________________
 
-21-

Exhibit H

Inventory Pricing

Title to all finished product inventory (“Product Inventory”) held by Vertex LP on the Effective Date shall be transferred to Vertex Nevada on the Effective Date.  Vertex Nevada shall thereafter sell such Product Inventory on behalf of Vertex LP and remit the net proceeds from the sale of any Product Inventory to Vertex LP within five (5) days of its receipt of such sales proceeds.  The sale of the Product Inventory by Vertex Nevada shall be treated for accounting purposes on a first in, first out (FIFO) method, with the Product Inventory representing the “first in” product to be sold by Vertex Nevada.

All feedstock held by Vertex LP (“Feedstock”) on the Effective Date shall be purchased by Vertex Nevada at the market price of the Feedstock as of the Effective Date, and as set forth below.

     
Vertex Energy
Product
# of Barrels
Price Per Gallon On the Open Market on 3/31/09
     
     
     
     
     
Vertex Refining
Product
# of Barrels
Price Per Gallon On the Open Market on 3/31/09
     
     
     
     
     
     
     
     
     
     
-22-


EXHIBIT 10.2
SERVICES AGREEMENT

This Services Agreement dated March  __, 2009, and effective as of the Effective Date as defined below (this “ Agreement ”), is by and between Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), a Texas limited partnership (“ Vertex LP ”) and Vertex Energy, Inc., a Nevada corporation (“ Vertex Nevada ”), each referred to as a “ Party ” and collectively as the “ Parties ” to this Agreement as such terms are used herein.

W I T N E S S E T H:

WHEREAS , on or about May 19, 2008, Vertex Nevada, Vertex LP, Vertex Merger Sub, LLC, a California limited liability company, World Waste Technologies, Inc., a California corporation (“ WWT ”), and Benjamin P. Cowart, an individual (“ Cowart ”), entered into an Amended and Restated Agreement and Plan of Merger (as amended from time to time, the “ Merger Agreement ”);

WHEREAS , in connection with and pursuant to the terms of the Merger Agreement, Vertex LP has agreed to transfer certain of its operations to WWT, which will be merged with and into Vertex Nevada (the “ Merger ”), including: (a) Vertex LP's Black Oil division, which aggregates used motor oil from third-party collectors and manages the delivery of this feedstock primarily to a third-party re-refining facility, and (b) Vertex LP's Refining and Marketing division, which aggregates hydrocarbon streams from collectors and generators and manages the delivery of the hydrocarbon waste products to a third-party facility for further processing, and then manages the sale of the end products (the “ Vertex Nevada Business ”);

WHEREAS , Vertex LP (and its affiliates and subsidiaries) anticipates providing certain services ancillary to and necessary for the operations of the Vertex Nevada Business to Vertex Nevada following the Merger (the “ Services ” as further defined below); and

WHEREAS , Vertex LP and Vertex Nevada desire to enter into this Agreement to set forth the Services to be provided and agree that such Services will be provided on the terms and conditions set forth below, following the closing of the Merger (the “ Closing ” or the “ Effective Date ”);
 
NOW, THEREFORE , in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and ten dollars ($10) and other good and valuable consideration, which Vertex LP acknowledges receipt of, the Parties hereto agree as follows:

1.
Services .

 
1.1.
Effective as of the Closing, Vertex LP, and its affiliates and subsidiaries (hereafter throughout this Agreement, references to Vertex LP, include Vertex LP’s affiliates and subsidiaries) agree to provide certain Services to Vertex Nevada in connection with the Vertex Nevada Business.  Those “ Services ” include any services then provided to any third parties or related entities by Vertex LP, which are reasonably requested by Vertex Nevada, which shall initially include, but not be limited to the following:

 
1.1.1.
Transportation services through Cross Road Carriers for the transportation of Vertex Nevada's feedstock and refined and re-refined petroleum products;

 
1.1.2.
Environmental compliance and regulatory oversight services to be performed by Vertex Residual Management Group LP., and

 
1.1.3.
Terminalling services through Cedar Marine Terminals for the storage and loading out of feedstock by barge, unless such services are covered under a separate agreement entered into between the Parties.

 
1.2.
The Parties agree that the Services, and any other services requested to be performed by Vertex LP on behalf of Vertex Nevada will be billed at the lesser of (a) Vertex LP’s then normal and customary rates as provided to similar non-affiliated third-parties, or in the absence of any such pre-existing rates, the rates that Vertex LP would in good faith charge to non-affiliated third parties for such Services (the “ Third Party Rates ”); and (b) rates less than the Third Party Rates, as may be negotiated between the Parties from time to time.  The actual rates billed to Vertex Nevada shall be defined as the “ Service Rates ”. In no event shall the Service Rates exceed the rates that would be charged for similar services by non-affiliated parties.

 
1.3.
Vertex LP agrees to use its best efforts to provide the Services for a period of not less than five (5) years from the Closing Date (the “ Term ”), provided however that (a) in the event Vertex LP ceases to provide any of the Services to any third parties or related entities and/or ceases to provide such Services whatsoever, for any reason, or (b) in the event Vertex Nevada exercises its Option (as such term is defined in the Merger Agreement) to purchase any such entity or business line of Vertex LP providing such Services, the requirement to provide such Services (only as they relate to discontinued Services or purchased Services) pursuant to this Agreement shall be terminated.

 
1.4.
Vertex LP agrees to bill Vertex Nevada for such Services as Vertex LP customarily bills third parties and/or as otherwise mutually agreed to between the Parties.

 
1.5.
The Services will be provided pursuant to separately executed agreements or work orders between Vertex Nevada and the applicable service provider.
-2-

 
1.6.
The Parties agree that any Services performed by Vertex LP may be removed from the definition of Services above by the mutual consent of both Parties hereto at any time.

 
2.
Termination.

 
2.1.
The Parties agree that this Agreement may be terminated during the Term of this Agreement:

 
2.1.1.
By the mutual consent of both Parties at any time;

 
2.1.2.
In the event any term of this Agreement is breached, this Agreement may be terminated by the non-breaching party upon thirty (30) days prior written notice to the breaching party of such breach and provided that such breach is not reasonably cured during such thirty (30) day period; or

 
2.1.3.
At any time at the option of either Party upon five (5) days prior notice in the event that Cowart is no longer employed by Vertex Nevada.

 
2.2.
The Parties further agree that if not terminated as provided above, this Agreement shall automatically renew upon the expiration of the Term of this Agreement for successive one (1) year terms (each an “ Extended Term ”) unless either Party has provided written notice to the other Party of its intent not to renew this Agreement at least thirty (30) days prior to the end of the Term or any Extended Term of this Agreement.

 
2.3.
Notwithstanding any provision herein to the contrary, the Parties agree that Vertex Nevada shall not agree to terminate or amend this Agreement without having first obtained the written consent of the Related Party Transaction Committee of Vertex Nevada’s Board of Directors.

3.            Notices .

 
3.1.
Any notices and other communications required or permitted hereunder shall be in writing and shall be effective upon delivery by hand or upon receipt if sent by certified or registered mail (postage prepaid and return receipt requested) or by a nationally recognized overnight courier service (appropriately marked for overnight delivery) or upon transmission if sent by telex or facsimile (with request for immediate confirmation of receipt in a manner customary for communications of such respective type and with physical delivery of the communication being made by one or the other means specified in this Section as promptly as practicable thereafter). Notices shall be addressed as follows:
-3-

If to Vertex LP:

Vertex Holdings, L.P.
Attn: Benjamin P. Cowart
1331 Gemini Suite 103
Houston, Texas 77058

With a copy to:

____________________________
____________________________
____________________________
____________________________
____________________________


If to Vertex Nevada:

Vertex Nevada, Inc.
Attn:  Benjamin P. Cowart
1331 Gemini Suite 103
Houston, Texas 77058

With a copy to:

The Loev Law Firm, PC
Attn: David M. Loev, Esq.
6300 West Loop South,
Suite 280
Bellaire, Texas 77401

And a copy to:

Vertex Nevada, Inc.
Attn:  Related Party Transaction Committee
1331 Gemini Suite 103
Houston, Texas 77058

 
3.2.
Any Party may change the address to which notices are required to be sent by giving written notice of such change in the manner provided in this Section.

 
4.
Miscellaneous .

 
4.1.
Assignment .  Neither Party may assign this Agreement without the other Parties’ prior written consent. All of the terms, provisions and conditions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.

 
4.2.
Applicable Law .  This Agreement shall be construed in accordance with and governed by the laws of the State of Texas, excluding any provision of this Agreement which would require the use of the laws of any other jurisdiction.

 
4.3.
Entire Agreement, Amendments and Waivers .  This Agreement constitutes the entire agreement of the Parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof.  No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any Party hereto unless set forth in a document duly executed by such Party or an authorized agent or such Party.

 
4.4.
Waiver. No failure on the part of any Party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision.

 
4.5.
Section Headings. Section headings are for convenience only and shall not define or limit the provisions of this Agreement.

 
4.6.
Effect of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original.  It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.  A copy of this Agreement signed by one Party and faxed to another Party shall be deemed to have been executed and delivered by the signing Party as though an original.  A photocopy of this Agreement shall be effective as an original for all purposes.
-4-

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement as of the day and year first written above to be effective as of the Effective Date, as defined above.


Dated: March __, 2009
Vertex Energy, Inc.,
a Nevada corporation
 
 
By:   /s/ Benjamin P. Cowart                                                           
Name: Benjamin P. Cowart
Title: President
 
 
Dated: March __, 2009
Vertex Holdings, L.P.
(formerly Vertex Energy, L.P.),
a Texas limited partnership
By VTX, Inc., a Texas corporation,
its General Partner
 
By:   /s/ Benjamin P. Cowart                                                            
Name: Benjamin P. Cowart
Title: President
 
-5-


EXHIBIT 10.3
RIGHT OF FIRST REFUSAL AGREEMENT

This Right of First Refusal and Related Rights Agreement (this “ Agreement ”) entered into on March __, 2009 to be effective as of the Effective Date (as defined below), is by and between Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), a Texas limited partnership (“ Vertex LP ”), VTX, Inc. (“ VTX ”), Benjamin P. Cowart, an individual (“ Cowart ”), and Vertex Energy, Inc., a Nevada corporation (“ Vertex Nevada ”), each sometimes referred to herein as a “ Party ,” and collectively referred to herein as the “ Parties .”

W I T N E S S E T H :

WHEREAS , on or about May 19, 2008, World Waste Technologies, Inc., a California corporation (“ WWT ”), Vertex LP, Cowart, Vertex Nevada and Vertex Merger Sub, LLC, a California limited liability company, entered into an Amended and Restated Agreement and Plan of Merger (as amended and extended from time to time, the “ Merger Agreement ”), which Merger Agreement is incorporated herein by reference;

WHEREAS , pursuant to Section 5.25 of the Merger Agreement, Vertex Nevada was granted a “ Right of First Refusal and Related Rights ;” and

WHEREAS , the Parties desire to memorialize the terms and conditions of the Right of First Refusal and Related Rights contained in Section 5.25 of the Merger Agreement.

NOW, THEREFORE , in consideration for the promises and pledges contained below and other good and valuable consideration, which consideration the Parties acknowledge receipt of, and the premises and the mutual covenants, agreements, and considerations herein contained, the Parties hereto agree as follows:

1.       Right of First Refusal.

 
1.1
In consideration of the agreements and covenants set forth herein above and below and set forth in the Merger Agreement, the sufficiency of which is hereby acknowledged and confessed, the Parties agree that Vertex Nevada is granted a right of first refusal to match any third party offer to purchase the securities of any Cowart Party (as defined below) owned by Vertex LP or VTX, and/or any assets of any Cowart Party on the terms and conditions set forth in such third party offer (the “ Right of First Refusal ”), only in the event that such Cowart Party desires to accept such third party offer.  A “ Cowart Party ” shall be defined throughout this Agreement as one or more of the following: Cross Road Carriers, Vertex Recovery (or its subsidiaries), Cedar Marine Terminals, LP, Vertex Residual Management Group, LP, Vertex Green, LP, or any other entity which is majority owned or controlled by Cowart or Vertex LP.  Such Right of First Refusal shall have the following terms, rights and conditions:

 
1.1.1
Notice of Offer.   Within Forty-Eight (48) hours of the receipt of a third party offer to purchase all or any substantial part of the securities of any Cowart Party owned by Vertex LP or VTX, or any of the assets of any Cowart Party (an “ Offer ”), Vertex LP shall (a) deliver to Vertex Nevada a written notice (the “ Notice ”) stating: (i) the name of each proposed purchaser or other transferee (“ Proposed Transferee ”); (ii) the name of the Cowart Party entity(ies) or assets that the Proposed Transferee has offered to purchase (the “ Subject Entities ”); (iii) the bona fide cash price or other consideration for which the Proposed Transferee has offered to purchase the Subject Entities and the timing and terms of the payment of any such consideration (the “ Offered Price ”); and (iv) the material terms and conditions of the proposed purchase (the “ Offer Terms ”); (b) shall deliver a copy of any correspondence, agreements, term sheets or letter of intents received in connection with the proposed offer to purchase; and (c) shall deliver a copy of any such correspondence, agreements, term sheets or letter of intents to Vertex Nevada’s Related Party Transaction Committee.

 
1.1.2
Exercise of Right of First Refusal.   At any time within thirty (30) days after receipt of the Notice and written notice from Vertex LP or such Cowart Party of its desire to accept the Offer, Vertex Nevada may, by giving written notice to Vertex LP, elect to purchase the Subject Entities proposed to be sold to the Proposed Transferees, at the Purchase Price and on the terms and conditions described below (the “ Vertex Notice ”).

 
1.1.3
Purchase Price.   The purchase price (“ Purchase Price ”) for the Subject Entities purchased by Vertex Nevada shall be the Offered Price, and the terms and conditions of the transfer shall be identical in all material respects to the Offer Terms (the “ Terms ”).  If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Parties in good faith, and the Purchase Price shall be payable by Vertex Nevada (a) solely in cash; or (b) in cash and securities of Vertex Nevada, as agreed by the mutual consent of Vertex LP and Vertex Nevada.  If such consideration is unable to be determined by the Parties in good faith, the value of the non-cash consideration provided for in the Terms shall be determined by the valuation of an agreed upon third party valuation specialist in its sole determination, with any costs of such valuation being paid by Vertex Nevada.  Payment of the Purchase Price shall be made by Vertex Nevada after delivery of the written notice by Vertex Nevada as set forth in Section 1.1.2 and after adequate due diligence by Vertex Nevada, which payment date shall not exceed sixty (60) days from the date the Vertex Notice is provided by Vertex Nevada to Vertex LP.

 
1.1.4
Right to Sell Subject Entities.   If any of the Subject Entities proposed in the Notice to be sold to a given Proposed Transferee are not purchased by Vertex Nevada, then such may be sold or otherwise transferred to such Proposed Transferees at the Offered Price in connection with and pursuant to the Offer Terms, provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice.  If the Subject Entities described in the Notice are not sold or transferred to the Proposed Transferee within such Sixty (60) day period, a new Notice shall be given to Vertex Nevada, and Vertex Nevada shall again be offered the Right of First Refusal as provided above, before any Subject Entities may be sold or otherwise transferred to any third party.
-2-

2.
Option.

 
2.1
In consideration of the agreements and covenants set forth herein above and below and set forth in the Merger Agreement, the sufficiency of which is hereby acknowledged and confessed, the Parties agree that Vertex Nevada is granted an option (the “ Option ”), which can be exercised in Vertex Nevada’s sole discretion, to purchase all or any part thereof of the outstanding stock or other ownership interests of any Cowart Party owned by Vertex LP or VTX, under the following terms and conditions:

 
2.1.1
Option Date and Exercise of Option.   The Option shall be exercisable after the expiration of eighteen (18) months following the closing date of the Merger Agreement (the “ Closing ” and the “ Option Date ”).  The Option shall be exercisable at any time following the Option Date in the sole discretion of the majority vote of the Related Party Transaction Committee (as defined in Section 5.24 of the Merger Agreement).  If the Related Party Transaction Committee elects to exercise the Option, it shall give written notice (the “ Option Notice ”) to Vertex LP and/or VTX, disclosing its election, and describing such outstanding stock or other ownership interests of such Cowart Parties that it desires to purchase (the “ Subject Stock ”).

 
2.1.2
Option Price.   The purchase price for the Subject Stock purchased by Vertex Nevada shall be determined by an independent third-party evaluation and appraisal (the “ Appraisal ”) of the fair market value of such Subject Stock based on the value of the Cowart Party(ies) and/or other relevant factors deemed necessary (the “ Option Price ”).  Such Appraisal shall be performed by an unaffiliated independent appraiser (the “ Appraiser ”), which Appraiser shall be mutually agreed upon by Vertex Nevada and Vertex LP (and/or VTX in the event the Option as exercised relates to the ownership of interests held by VTX).  Nothing in this Section 2.1.2 shall prohibit any party from obtaining any additional appraisals at their own cost and expense, which additional appraisals shall have no effect on the Appraisal or the Option Price.  Payment of the Option Price shall be made by Vertex Nevada in cash within thirty (30) days after delivery of the Option Notice as set forth in Section 2.1.1 (or, if the Appraisal has not yet been determined, within five (5) business days of the date such Appraisal is determined), or as otherwise agreed by the mutual agreement of each Party.

 
2.1.3
Non-Shop Provision.   No Cowart Party shall be able to offer for sale the Subject Stock to any party after receiving an Option Notice, unless the proposed purchase of the Subject Stock pursuant to any Option Notice is not consummated within one hundred and twenty (120) days of the date such Option Notice is received.

 
2.1.4
Purchase Outside of Options.   Nothing in this Section 2 of the Agreement shall prevent Vertex Nevada from purchasing any or all of the interests in any Cowart Party prior to the Option Date on terms mutually agreeable to Vertex Nevada and such Cowart Party, provided however that any such transaction includes an analysis by the Related Party Transaction Committee, which may include a fairness opinion opining as to the fairness of the transaction to Vertex Nevada.
-3-

3.
Benjamin P. Cowart Right to Terminate Right of First Refusal and Option.

 
3.1
Notwithstanding the foregoing terms and conditions in Section 1 and Section 2 of this Agreement, each Party to this Agreement warrants, understands, acknowledges and agrees that the Right of First Refusal and the Option shall remain in effect only so long as Benjamin P. Cowart is employed by Vertex Nevada as the Chief Executive Officer of Vertex Nevada pursuant to the terms of an Employment Agreement substantially similar to the Employment Agreement Mr. Cowart will enter into with Vertex Nevada at Closing of the Merger Agreement, which has an initial five (5) year term (the “ Employment Agreement ”), or any subsequent Employment Agreement or understanding substantially similar to the Employment Agreement.  As such, if Mr. Cowart’s employment with Vertex Nevada should terminate for any reason (including Mr. Cowart’s resignation from Vertex Nevada), this Agreement, including the Option and the Right of First Refusal shall immediately terminate upon the termination of Mr. Cowart’s employment.  If Vertex Nevada should be in the process of purchasing any Subject Entities and/or any Subject Stock at the time that Mr. Cowart’s employment with Vertex Nevada terminates, such transaction(s) shall not be validly effected unless the termination of Mr. Cowart’s employment occurs after such time as full payment from Vertex Nevada for the purchase of any Subject Stock pursuant to the Option is received and/or full payment from Vertex Nevada for the purchase of any Subject Entity pursuant to the Right of First Refusal is received, unless otherwise agreed by Mr. Cowart.

4.
Effectiveness and Term.

4.1            This Agreement shall be effective as of the Closing (the “ Effective Date ”).

 
4.2
Subject to Section 3, above, this Agreement shall remain in full force and effect as long as Mr. Cowart is employed by Vertex Nevada as Chief Executive Officer.

5.
Miscellaneous.

 
5.1
Capacity and Authorization.   The Parties to this Agreement further represent that they have read it in full before its execution and that they fully understand the meaning, operation and effect of its terms.  Each individual signing this Agreement warrants and represents that he, she, or it has the full authority and is duly authorized and empowered to execute this Agreement on behalf of the Party for which it signs.

 
5.2
Consideration.   Each Party represents that it has received valid consideration as a result of the terms and conditions of this Agreement, from another Party which has executed this Agreement below.
-4-

 
5.3
Section Headings . Section headings are for convenience only and shall not define or limit the provisions of this Agreement.

 
5.4
Waiver . No failure on the part of any Party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision.

 
5.5
No Presumption from Drafting . This Agreement has been negotiated at arm's-length between persons knowledgeable in the matters set forth within this Agreement. Accordingly, given that all Parties have had the opportunity to draft, review and/or edit the language of this Agreement, no presumption for or against any Party arising out of drafting all or any part of this Agreement will be applied in any action relating to, connected with or involving this Agreement. In particular, any rule of law, legal decisions, or common law principles of similar effect that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the Parties.

 
5.6
Voluntary Execution of Agreement . Each Party to this Agreement represents and acknowledges that it has freely and voluntarily executed this Agreement after independent investigation and without fraud, duress, or undue influence, with the full understanding of the legal and binding effect of this Agreement.

 
5.7
Binding Effect.   This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, successors, assigns, directors, officers, agents, employees and personal representatives.

 
5.8
Modification.   No modification or amendment of this Agreement shall be effective unless such modification or amendment shall be in writing and signed by all Parties hereto.  Notwithstanding any provision herein to the contrary, the Parties agree that Vertex Nevada shall not agree to terminate or amend this Agreement without having first obtained the written consent of the Related Party Transaction Committee of Vertex Nevada’s Board of Directors.

 
5.9
Entire Agreement.   This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties in connection with the subject matter hereof.

 
5.10
Interpretation.   The interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas.  Whenever used herein, the singular number shall include the plural, the plural shall include the singular and the use of any gender shall be applicable to all genders.  If any provision of this Agreement shall be adjudged invalid or unenforceable pursuant to its terms, such provision shall remain in effect and be enforced as strictly as possible to allow such provision to be valid and enforceable.

 
5.11
Faxed Signatures.   For purposes of this Agreement a faxed signature shall constitute an original signature.

 
5.12
Execution.   This Agreement may be executed in several counterparts, each of which shall be deemed an original, and such counterparts taken together shall constitute but one and the same Agreement.  A photocopy of this Agreement shall be effective as an original for all purposes.











[Remainder of page left intentionally blank. Signature page follows.]
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IN WITNESS WHEREOF , intending to be legally bound, the Parties hereto have executed this Agreement as of the dates written below to be effective as of the Effective Date.

Dated: March __, 2009
VTX, Inc.,
a Texas Corporation
 
By:  /s/ Benjamin P. Cowart
Name: Benjamin P. Cowart
Title: President
 
Dated: March __, 2009
 
Vertex Energy, Inc.,
a Nevada corporation
 
By:  /s/ Benjamin P. Cowart                                                      
Name: Benjamin P. Cowart
Title: President
 
Dated: March __, 2009
 
/s/ Benjamin P. Cowart
Benjamin P. Cowart, individually
 
 
 
Dated: March __, 2009
Vertex Holdings, L.P.
(formerly Vertex Energy, L.P.),
a Texas limited partnership
By VTX, Inc., a Texas corporation,
its General Partner
 
By:  /s/ Benjamin P. Cowart
Name: Benjamin P. Cowart
Title: President
 
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EXHIBIT 10.4
OPERATING AND LICENSING AGREEMENT
 
This Operating and Licensing Agreement (referred to as the “Agreement” or “Contract”) is made and entered into this ____ day of March, 2009, to be effective as of the Effective Date, as set forth below, by and between Cedar Marine Terminals, L.P. (hereinafter referred to as “CMT”) and Vertex Energy, Inc., (hereinafter referred to as “Vertex Nevada”).  Collectively, both contracting entities are referred to as “Parties” to the Contract.  All references to Sections are references to sections in this Agreement unless otherwise provided herein.
 
I. GENERAL TERMS, FACILITIES AND PURPOSE
 
1.           CMT has agreed to provide to Vertex Nevada, the right to use of certain land as otherwise described in and subleased pursuant to the Sublease Agreement between the Parties attached hereto as Exhibit A (the “Sublease Agreement”).
 
2.           CMT has also agreed to sell Vertex Nevada certain assets as set forth in the Purchase and Sale Agreement between the Parties attached hereto as Exhibit B (the “Assets” and the “Purchase Agreement”).
 
3.           The contractual obligations between the Parties pursuant to this Agreement will be performed at CMT’s leased Terminal Storage and Process Facilities at the Cedar Marine Terminal Facilities, 200 Atlantic Pipe Line Road, Baytown, Chamber County, Texas, 77520; located at the entrance of Cedar Bayou (hereinafter referred to as the “Terminal”).
 
4.           CMT has also agreed to allow Vertex Nevada to license the rights to and use of certain proprietary technology relating to the re-refining of certain oil feedstocks referred to as its “Thermal/chemical extraction technology” also known as “OP#2”, described in greater detail in the “ Cedar Marine Terminal – Project OP II Study ,” dated February 23, 2009.
 
5.           The Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which CMT will serve as the operator of Vertex Nevada’s operations at the Terminal and in connection with the Assets and OP#2 located at the Terminal (the “CMT OP#2”).
 
II. SERVICES
 
1.           CMT shall provide services to Vertex Nevada pursuant to the terms of this Agreement in connection with the operation of the Terminal, the Assets and CMT OP#2 and the loading and unloading of trucks at the Terminal, as may be reasonably requested by Vertex Nevada from time to time (the “Services”) which can be found in the “Terminaling Agreement,” dated November 1, 2008, by and between CMT and Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), as amended from time to time.
 
2.           All Services rendered under this Agreement shall be furnished in accordance with all ordinances, resolutions, statutes, rules and regulations of any federal, state or local governmental agency of competent jurisdiction.

3.           CMT shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of this Agreement. CMT shall also have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for CMT’s performance of this Agreement.
 
4.           CMT shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the Assets and other materials and components thereof in its care, custody, control or possession to prevent losses or damages.
 
5.           The Parties agree that services and the costs of such services separate from the Services shall be mutually agreed to between the Parties prior to CMT rendering any such services.
 
6.           The feedstock that Vertex Nevada provides to CMT OP#2 shall be Used Oil and Fuel Oil Cutterstock, and shall comply with the standards set forth in Title 40, Section 279.11 of the Code of Federal Regulations (“CFR”)(as well as Title 30, Chapter 324 of the Texas Administrative Code (“TAC”)) as used oil burned for energy recovery, and any fuel produced from used oil by processing, blending, or other treatment shown not to exceed any of the allowable levels of the constituents and properties as specified (defined herein as “Conforming Feedstock”).
 
7.           The Conforming Feedstock will not be a mixture of used oil and hazardous waste that would be regulated as a hazardous waste set forth in 40 CFR 279.10 (in concurrence with 30 TAC Chapter 325).
 
8.           All Conforming Feedstock will also be required to fall into a viscosity range of greater than 60,000 cps @ 70 o F; liquids with vapor pressures which exceed the limitations imposed by any federal, state or local statute, permit, or regulation will not exceed 280 o F; capable of passing through a Number 3 Sieve (0.223 inches); water content not to exceed 7% of total volume of feedstock, and a specific gravity of no lower than 20 Degrees API.
 
9.           Any material received not within the specified guidelines will remain the property of Vertex Nevada and all cost and/or expenses will be the sole responsibility of Vertex Nevada.
 
10.           Any materials received from Vertex Nevada which are not Conforming Feedstock shall be referred to herein as “Non-Conforming Feedstock”.
 
III. USE OF CMT OP#2 at the Baytown, Texas Facility
 
1.           Vertex Nevada shall be provided the first right to use 33,000 barrels of capacity (62.3% of estimated production capacity), of the total capacity of the Baytown, Texas CMT OP#2 Facility per month during the Term of this Agreement (the “Reserved Capacity”).
 
2.           CMT shall be provided the right to use the next 20,000 barrels of capacity (37.7% of estimated production capacity) of the Baytown, Texas CMT OP#2 Facility  after the Reserved Capacity has been met by Vertex Nevada.
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3.           The disposition of any capacity in excess of 53,000 barrels at the Baytown, Texas CMT OP#2 Facility shall be allocated pro rata based on the percentages described in (1) and (2) above.  Once the CMT OP#2 process is up and running at the Baytown, Texas Facility for at least 30 days (the “Operation Date”), and continuing throughout CMT OP#2’s operations at the Baytown, Texas Facility, Vertex Nevada and CMT will analyze the allocation of production capacities and may mutually agree to different production allocations than as provided above, provided that any such changes must be approved by the Related Party Transactions Committee of the Vertex Nevada Board of Directors (the “RPTC”).
 
4.           CMT shall be provided the reasonable right to use the CMT OP#2 at the Baytown, Texas Facility at any time that Vertex Nevada is not using OP#2, and/or not using the full daily capacity of the CMT OP#2 at the Baytown, Texas Facility, notwithstanding the fact that the Reserved Capacity has not yet been met by Vertex Nevada.
 
5.           Vertex Nevada shall be provided the reasonable right to use the CMT OP#2 at the Baytown, Texas Facility at any time that CMT is not using/or not using the full daily capacity of the CMT OP#2 at the Baytown, Texas Facility, notwithstanding the fact that the Reserved Capacity has been met by Vertex Nevada.
 
6.           Vertex Nevada shall have a right of first refusal to deploy OP#2 in locations outside the current OP#2 Facility at Baytown, Texas.
 
IV. COORDINATION OF SERVICES
 
1.           Control and operation of the Terminal, the Assets and OP#2 shall rest exclusively with CMT.  CMT may suspend operations at the Terminal if CMT reasonably believes that any person, equipment or the environment is at risk of injury or damage.
 
2.           The following representative of CMT is hereby designated as being the representative of CMT authorized to act on its behalf with respect to the work specified herein and make all decisions in connection therewith: John Hamman. The foregoing representative may be changed by CMT only upon prior written notice to Vertex Nevada.
 
3.           The “Contract Officer” shall be such person as may be designated by Vertex Nevada. It shall be CMT’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and CMT shall refer any decisions which must be made by Vertex Nevada to the Contract Officer. Initially, Vertex Nevada designates its Contract Officer for day-to-day operational matters to be Greg Wallace.
 
4.           The experience, knowledge, capability and reputation of CMT, its officers, agents, employees and subcontractors were a substantial inducement for Vertex Nevada to enter into this Agreement. Therefore, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of Vertex Nevada. Unless specifically stated to the contrary in any written consent to any assignment, no assignment will release or discharge CMT from any duty or responsibility under this Agreement. Notwithstanding the foregoing, Vertex Nevada understands that CMT shall use certain subcontractor suppliers for service and materials in the performance of this Agreement. In such instances, CMT shall be as fully responsible to Vertex Nevada for the acts and omissions of its subcontractor(s) as it is for the acts and omissions of persons it directly employs. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and Vertex Nevada.
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5.           CMT shall perform all services required herein as an independent contractor of Vertex Nevada and shall remain at all times as to Vertex Nevada, a wholly independent contractor with only such obligations as are consistent with that role. CMT shall not at any time or in any manner represent that it or any of its officers, agents, subcontractors or employees are agents or employees of Vertex Nevada.
 
6.           Neither party shall be liable for evaporation, shrinkage, line loss, clingage, discoloration, contamination, damage to, or destruction of, any product or property, or for any delay or non-performance, when any of the foregoing is caused in whole or in part by any cause not within the control of said party, whether now or hereafter existing, including without limitation, any act of God or of a public enemy, acts of terrorism, tropical storms and hurricanes, non-availability of machinery, embargos, congestions or interventions, or failure or delay of manufacturers or suppliers to deliver same, except that Vertex Nevada shall be responsible to pay all charges arising from the Agreement.  CMT shall in no event be liable for loss of, or damage to, any product or property of Vertex Nevada except when caused by CMT’s failure to use reasonable care in the safekeeping and handling of any product or property of Vertex Nevada.  Notwithstanding the foregoing, the failure by either party to perform any of its obligations under this Agreement shall be deemed not to have been caused by circumstances reasonably outside its control and therefore not an event of Force Majeure, if such failure results from breakdown, or failure of, or accident to, storage tanks, facility pipelines, dock or docks, machinery and equipment, or other property, or the partial, or entire extraordinary failure thereof, or the necessity to make repairs, or alterations thereto, which result from (i) normal wear and tear which would be reasonably anticipated by a prudent operator, or in circumstances where a reasonably prudent operator would have standby equipment, or spare parts, or (ii) the lack of the proper operation, maintenance, quality control, design, engineering and/or procurement of such storage tanks, facility pipelines, dock or docks, machinery and equipment, or other property.  If a Force Majeure condition persists for a period of thirty (30) consecutive days, then either party may terminate the Agreement on five (5) days prior written notice to the other.
 
7.           If either party is unable to perform under this Agreement as a result of Force Majeure, the party will provide the other party with written notice of such inability to perform as soon as practicable after the occurrence of the event causing such inability and describing in reasonable detail the nature of the event constituting Force Majeure.
 
8.           The Parties covenant and agree that from and after the Effective Date of this Agreement, each party will carry and maintain, at its sole cost and expense, the insurance set forth in paragraphs (i), (ii), (iii), and (iv).
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(i)          Commercial General Liability insurance coverage including personal injury, bodily injury, property damage, operations hazard and contractual liability, such insurance to insure both the insured and the other party, as an additional insured, and to afford protection to the limit of not less than $2,000,000.00, combined single limit, in respect to injury or death to any number of persons and all property damage arising out of any one (1) occurrence.
 
(ii)         Property Insurance on an all risk, full replacement cost basis (including coverage against fire, wind, tornado, malicious mischief and flood) covering the Premises, all improvements on the Premises and all fixtures, and equipment. Such policy will be written in the names of the insured, the other party and any other parties reasonably designated by the other party from time to time, as their respective interests may appear.
 
(iii)        Employer’s Liability Insurance.  Employer’s liability insurance, including co-employee coverage, in an amount not less than $1,000,000.00.
 
(iv)        Additional Insurance. Any other form of insurance or any increase, change or endorsement to the insurance required herein as any mortgagee of CMT may request or as CMT may request, provided additional coverage required at the request of CMT shall be limited to such forms and changes as customarily required for industrial properties in Chambers County, Texas.
 
V. TERM
 
1.           This Agreement shall be effective as of the closing of the Amended and Restated Agreement and Plan of Merger entered into on or around about May 19, 2008 (as amended and extended from time to time, the “Merger Agreement”), by and between World Waste Technologies, Inc., a California corporation (“WWT”), Vertex Energy, L.P., a Texas limited partnership, Benjamin P. Cowart, Vertex Nevada and Vertex Merger Sub, LLC, a California limited liability company (the “Effective Date”). The term of this Agreement shall follow the term of the Sublease Agreement between the Parties, and it shall expire on February 28, 2017 at 5:00 P.M. C.S.T. time (the “Term”).
 
2.           The Parties agree that this Agreement may be terminated during the Term of this Agreement:
 
(i)          By the mutual consent of both Parties at any time;
 
(ii)         In the event any term of this agreement is breached, this Agreement may be terminated by the non-breaching party upon thirty (30) days prior written notice to the breaching party of such breach and provided that such breach is not reasonably cured during such thirty (30) day period; or
 
(iii)        At any time at the option of either party upon five (5) days prior notice in the event that Vertex Nevada has paid the R&D Costs (as defined below) to CMT and Benjamin P. Cowart’s employment has been terminated by Vertex Nevada, that Benjamin P. Cowart would have the right to terminate Vertex Nevada’s use of CMT OP#2 at CMT.
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VI. CONSIDERATION FOR SERVICES
 
1.           As consideration for agreeing to perform the Services hereunder, Vertex Nevada shall pay CMT all of its costs and expenses associated with CMT OP#2 (the “Expenses”), plus the payment to CMT of a fee equal to 10% of the Expenses  (the “Fees”).  It is understood by both parties that the per gallon cost associated with this Section VI(b) shall not exceed $0.40 per gallon (except as provided in Article VI(5), below) without written approval by Vertex Nevada (the “Maximum Price Per Gallon”).
 
2.           The Fees shall be paid monthly in arrears within ten (10) business days from the date such Fees are billed by CMT.
 
3.           In the event the Fees are not paid as provided above, CMT shall have no obligation to render the Services.
 
4.           The Fees shall be reviewed and approved by Vertex Nevada’s Related Party Transaction Committee on a quarterly basis and/or as needed.
 
5.           In the event Vertex Nevada’s Conforming Feedstock throughput of CMT OP#2 is less than 25,000 barrels per month, the Maximum Price Per Gallon shall not apply.
 
6.           Vertex Nevada and CMT will analyze the Fees and Maximum Price Per Gallon and may mutually agree to different Fees and/or a different Maximum Price Per Gallon than as provided above, provided that any such changes must be approved by the RPTC.
 
VII. LICENSING OF OP# 2
 
1.           Subject to the terms and conditions of this Agreement, Vertex Nevada is hereby granted a non-revocable, non-transferable, royalty-free, perpetual (except as otherwise provided below) license (the “License”) to use the technology associated with the operations of CMT OP#2 (the “Technology”) in any market in the World, including the right to duplicate CMT OP#2 and/or use the Technology in any future processes built by Vertex Nevada anywhere in the World; provided however, that the requirements of Article VII(2) are complied with as described below.
 
2.           Vertex Nevada agrees to pay CMT the documented R&D Costs of up to a maximum of $1.4 million dollars as of the Effective Date, which both parties agree is an obligation due to Vertex Nevada at the Effective Date.  Vertex Nevada agrees to use its best efforts to remit the R&D Costs as soon as possible in a commercially reasonable manner.   Vertex Nevada and Vertex LP will designate an individual to negotiate the terms of payments, with the RPTC approving such terms before they are finalized.
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3.           “R&D Costs” shall mean the first $1.4 million of CMT’s documented net development costs relating to the Technology, including, but not limited to CMT OP#2, which shall be reasonably approved by the Related Party Transaction Committee.  The Related Party Transaction Committee shall have the right, but not the obligation to audit such R&D Costs.
 
4.           The License shall expire automatically in the event Vertex Nevada:
 
(a)           Shall (i) become insolvent or take any action which constitutes its admission of inability to pay its debts as they mature; (ii) make an assignment for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or a trustee for it or a substantial portion of its assets; (iii) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation or statute of any jurisdiction, whether now or hereafter in effect; (iv) have filed against it any such petition or application in which an order for relief is entered or which remains undismissed for a period of ninety (90) days or more; (v) indicate its consent to, approval of or acquiescence in any such petition, application, proceeding or order for relief or the appointment of a custodian, receiver or trustee for it or a substantial portion of its assets; or (vi) suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days or more; or
 
(b)           Shall dissolve or wind-up its operations.
 
5.           The License granted by this Section VII and the terms and conditions of the License, including the expiration of the License, shall survive the Term of this Agreement.
 
VIII. MODIFICATION
 
1.           This Agreement shall not be modified, amended, or changed, except by written instrument executed by the duly authorized officers, or representatives, of the Parties hereto.  If any law, rule, or regulation, is adopted, or rescinded, CMT and Vertex Nevada agree to comply with such law, rule, or regulation.
 
IX. INDEMNIFICATION
 
1.           CMT’s Indemnification.  CMT agrees to and does hereby indemnify, hold harmless and defend Vertex Nevada, and each of its respective shareholders, members, partners, directors, officers, managers, employees, agents, attorneys and representatives (each a “Related Person” and collectively the “Related Persons”), from any and all judgments, orders, decrees, claims, costs or expenses arising out of the performance or breach by CMT of its obligations under this Agreement, including on account of but not limited to the following:
 
 
(i)
damage to property of CMT, Vertex Nevada or third parties;
 
 
(ii)
personal injury, including death;
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(iii)
any violation by CMT or its Related Persons of any government, departmental, or local law, order or regulation; and
 
 
(iv)
any environmental condition occurring during the term of this Agreement to the extent caused by CMT or its Related Persons;
 
provided, however, that this indemnification provision shall not apply to the extent that any such damage to property, personal injury, including death, any violation of any such law, order or regulation or environmental condition results from the gross negligence or willful misconduct of Vertex Nevada, its agents or employees.
 
                             2.           Vertex Nevada’s Indemnification.  Vertex Nevada agrees to and does hereby indemnify, hold harmless and defend CMT and its Related Persons, from any and all judgments, orders, decrees, claims, costs or expenses arising out of the performance or breach by Vertex Nevada of its obligations under this Agreement, including on account of but not limited to the following:
 
 
(i)
the transmittal Non-Conforming Feedstock or the operation of CMT OP#2 with Non-Conforming Feedstock;
 
 
(ii)
damage to property of CMT, Vertex Nevada or third parties;
 
 
(iii)
personal injury, including death;
 
 
(iv)
any violation by Vertex Nevada or its Related Persons of any government, departmental, or local law, order or regulation; and
 
 
(v)
any environmental condition occurring during the term of this agreement to the extent caused by Vertex Nevada or its Related Persons;
 
provided, however, that this indemnification provision shall not apply to the extent that any such damage to property, personal injury, including death, any violation of any such law, order or regulation or environmental condition resulting from the gross negligence or willful misconduct of CMT, its agents or employees.
 
X. FORCE MAJEURE

CMT shall not be obligated to perform Services pursuant to this Agreement and Vertex Nevada shall not be required to pay any Fees to CMT to the extent that any one or more of the following events prevent, restrict or delay the operation of CMT OP#2 in the customary manner, whether the event affects CMT or Vertex Nevada directly or affects Vertex Nevada indirectly by affecting Vertex Nevada's suppliers:

 
(a)
Compliance, voluntary or involuntary, with a direction or request of any government or person purporting to act with governmental authority, including without limitation acquiescence in and voluntary agreement to a change in the present relationships with any government resulting from the Initiative of such government or a person purporting to act for such government;
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(b)
Total or partial expropriation, nationalization, confiscation, requisitioning or abrogation or breach of a government contract or concession;

 
(c)
Closing or restriction on the use of a port, pipeline or railroad;

 
(d)
Maritime peril, storm, earthquake, flood;

 
(e)
Accident, fire, explosion;

 
(f)
Hostilities or war (declared or undeclared), embargo, blockade, riot, civil unrest, sabotage, revolution, insurrection;

 
(g)
Strike or other labor difficulty (whomsoever’s employees are involved), even though the strike or other labor difficulty could be settled by acceding to the demands of a labor group;

 
(h)
Loss or shortage of producing, delivery or transportation facilities, equipment, labor or material caused by circumstances beyond the reasonable control of the Party affected; or

 
(i)
Any event reasonably beyond the control of the Party affected, whether or not similar to those listed above.

As used in this Section, “in the customary manner" means in accordance with the general practices of the petroleum industry; and “government” shall include without limitation any company controlled by a government.

 
XI. NOTICES
 
1.           Any notice required or permitted hereunder by one party, to the other, shall be in writing and the same shall be given, and shall be deemed to be served, and given, if delivered in person to the address set for hereinafter for the party to whom the notice is given, or if placed in the United States mail, postage prepaid, registered or certified mail, address to the party at the address hereinafter specified.
 
The address for Vertex Nevada shall be:
 
 
Vertex Nevada
Attn:                                                    
1331 Gemini Suite 103
Houston, Texas 77058
 
The address for CMT shall be:
 
 
Cedar Marine Terminal, L.P.
Attn:                                                    
200 Atlantic Pipe Line Rd.
Baytown, Texas 77520
 
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XII. MISCELLANEOUS
 
1.           If any section of provision of this Agreement shall be determined to be invalid by applicable law, then, for the period that it is invalid, it shall be deemed to be deleted from this Agreement; however, all remaining portions of this Agreement shall remain in full force and effect.
 
2.           The failure of a party hereunder to assert a right, or enforce an obligation of the other party, shall not be deemed a waiver of that right, or obligation, in the event that right, or obligation, becomes effective, or is asserted thereinafter.
 
3.           This Agreement shall be deemed to have been entered into the State of Texas, and the laws of the State of Texas (without giving effect to any principles of conflicts of law) shall be applicable in the construction of the terms, and provisions hereof, and in determining the rights and obligations of the Parties hereunder.
 
4.           The Agreement constitutes the entire agreement of the Parties regarding the matters contemplated herein, or related thereto, and supersedes all prior and contemporaneous agreements, and understandings of the Parties in connection therewith.  No covenant, representations, or conditions, which is not expressed in the Agreement shall affect, or be effective to interpret, change, or restrict, the express provisions of this Agreement.
 
5.           No failure on the part of any Party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision.
 
6.           Section headings are for convenience only and shall not define or limit the provisions of this Agreement.
 
7.           This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when such counterparts have been signed by each party and signature pages from such counterparts have been delivered.  This Agreement may be executed by facsimile transmission or by e-mail transmission in PDF format.  A photocopy of PDF of this Agreement shall be effective as an original for all purposes.
 
[Remainder of page left intentionally blank. Signature page follows.]
 

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EXECUTED and effective this ______day of March 2009.
 

 
“CMT”
 
Cedar Marine Terminals, L.P.
a Texas limited liability partnership
 
By VTX, INC. It's General Partner
By:  /s/ Benjamin P. Cowart
Its: President                                                    
Printed Name:                                                    
 
 
 
 
“Vertex Nevada”
 
Vertex Energy, Inc.
a Nevada corporation
 
/s/ Benjamin P. Cowart
Benjamin P. Cowart
Chief Executive Officer
 
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EXHIBIT 10.5
VERTEX ENERGY, INC.
 
EXECUTIVE EMPLOYMENT AGREEMENT
 
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “ Agreemen t”) is entered into this __ day of December 2008, to be effective as of the Effective Date as defined below between Vertex Energy, Inc., a Nevada corporation (the “ Company ”), and Benjamin P. Cowart (“ Executive ”) (each of Company and Executive is referred to herein as a “ Party ,” and collectively referred to herein as the “ Parties ”).
 
W I T N E S S E T H:
 
WHEREAS , the Company desires to obtain the services of Executive, and Executive desires to be employed by the Company upon the terms and conditions hereinafter set forth.
 
NOW, THEREFORE , in consideration of the premises, the agreements herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as of the Effective Date as follows:
 
ARTICLE I.
 

 
EMPLOYMENT; TERM; DUTIES
 
1.1.             Employment . Pursuant to the terms and conditions hereinafter set forth, the Company hereby employs Executive, and Executive hereby accepts such employment, as the Chief Executive Officer (“ CEO ”) of the Company for a period of five (5) years beginning on the Effective Date.
 
1.2.             Duties and Responsibilities .  Executive, as CEO, shall perform such administrative, managerial and executive duties for the Company (i) as are prescribed by applicable job specifications for the chief executive officer of a public company the size and nature of the Company, (ii) as may be prescribed by the Bylaws of the Company, (iii) as are customarily vested in and incidental to such position, and (iv) as may be assigned to him from time to time by the Board of Directors of the Company (the “ Board ”).
 
1.3.             Non-Competition .  Executive agrees to devote substantially all of Executive’s business time, energy and efforts to the business of the Company (except as specifically provided for in Section 1.4 below), and will use Executive’s best efforts and abilities faithfully and diligently to promote the business interests of the Company.  For so long as Executive is employed hereunder, and for a period of six months thereafter (the “ Non-Compete Period ”), Executive shall not, directly or indirectly, either as an employee, employer, consultant, agent, investor, principal, partner, stockholder (except as the holder of less than 1% of the issued and outstanding stock of a publicly held corporation), corporate officer or director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of the Company, as such business of the Company is now or hereafter conducted.
 
1.4.             Other Activities .  Subject to the foregoing prohibition and provided such services or investments do not violate any applicable law, regulation or order, or interfere in any way with the faithful and diligent performance by Executive of the services to the Company otherwise required or contemplated by this Agreement, the Company expressly acknowledges that Executive may:
 
1.4.1            make and manage personal business investments of Executive’s choice without consulting the Board;

1.4.2            serve in any capacity with any non-profit civic, educational or charitable organization; and
 
1.4.3            spend up to a total of twenty (20) hours per month in fulfilling his duties as officer, director and/or manager of any of the private companies with whom Executive is currently affiliated, namely Vertex Energy, LP, VTX, Inc., Cross Road Carriers, Vertex Recovery, H&H Oil, Arrow, Cedar Marine Terminal, Vertex Residual Management, B&S Cowart, FLP, Vertex Green, LP and Vertex Processing, pursuant to Exhibit A .
 
1.4.4            a “ Related Party Transaction Committee ,” composed of at least two (2) Independent Directors (as defined below) of the Company shall be appointed.  Such Related Party Transaction Committee shall be available to Executive to review any potential conflicts of interest between Executive, the Company and any other company or individual which may be affiliated with Executive.
 
1.5.             Board of Directors .  Prior to the effectiveness of this Agreement, the Board has appointed Executive as a member of the Board, to serve until the next election of directors by the Company’s shareholders. Thereafter, provided that Executive is still employed hereunder, the Board shall nominate Executive to be elected to serve on the Board at each meeting of the Company’s shareholders held during the term of this Agreement to elect directors, consistent with the provisions of the Bylaws and Articles of Incorporation of the Company, as amended and in effect from time to time.
 
1.6.             Covenants of Executive .
 
1.6.1             Best Efforts .  Executive shall devote his best efforts to the business and affairs of the Company.  Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply, in all material respects, with all rules and regulations of the Company (and special instructions of the Board, if any) and all other rules, regulations, guides, handbooks, procedures and policies applicable to the Company and its business in connection with his duties hereunder, including all United States federal and state securities laws applicable to the Company.
 
1.6.2             Records .  Executive shall use his best efforts and skills to truthfully, accurately, and promptly prepare, maintain, and preserve all records and reports that the Company may, from time to time, request or require, fully account for all money, records, equipment, materials, or other property belonging to the Company of which he may have custody, and promptly pay and deliver the same whenever he may be directed to do so by the Board.
 
1.6.3             Compliance .  Executive shall use his best efforts to maintain the Company’s compliance with all rules and regulations of the Securities and Exchange Commission (“ SEC ”), and reporting requirements for publicly traded companies, including, without limitation, overseeing and filing with the SEC all periodic reports the Company is required to file under the Exchange Act of 1934 (as amended, the “ Exchange Act ”).  Executive shall at all times comply, and cause the Company to comply, with the then-current good corporate governance standards and practices as prescribed by the SEC, any exchange on which the Company’s capital stock or other securities may be traded and any other applicable governmental entity, agency or organization.  Without limiting the generality of the foregoing, Executive shall submit for pre-approval to the Audit Committee of the Board any proposed related-party transactions.
 
1.7.             Effective Date .  The “ Effective Date ” of this Agreement shall be the closing date of the  Amended and Restated Agreement and Plan of Merger by and Between World Waste Technologies, Inc., Vertex Energy, L.P., Vertex Energy, Inc., Benjamin P. Cowart and Vertex Merger Sub, LLC, dated on or around May 19, 2008, as amended from time to time.
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ARTICLE II.
 
COMPENSATION AND OTHER BENEFITS
 
2.1.             Base Salary .  So long as this Agreement remains in effect, for all services rendered by Executive hereunder and all covenants and conditions undertaken by the Parties pursuant to this Agreement, the Company shall pay, and Executive shall accept, as compensation, an annual base salary (“ Base Salary ”) of $190,000.  The Base Salary shall be payable in regular installments in accordance with the normal payroll practices of the Company, in effect from time to time, but in any event no less frequently than on a monthly basis. For so long as Executive is employed hereunder, beginning on the first anniversary of the Effective Date, and on each anniversary thereafter, the Base Salary shall be increased as determined by the Compensation Committee of the Board (the “ Compensation Committee ”), in its sole and absolute discretion.
 
2.2.             Bonus Compensation .  For each year this Agreement is in effect, Executive will be eligible to earn a bonus in the sole discretion of the Compensation Committee.
 
2.3.             Business Expenses .  So long as this Agreement is in effect, the Company shall reimburse Executive for all reasonable, out-of-pocket business expenses incurred in the performance of his duties hereunder consistent with the Company’s policies and procedures, in effect from time to time, with respect to travel, entertainment and other business expenses customarily reimbursed to senior executives of the Company in connection with the performance of their duties on behalf of the Company.
 
2.4.             Vacation .  Executive will be entitled to 20 days of paid time-off (“ PTO ”) per year. PTO days shall accrue beginning on the 1st of January for each year during the term of this Agreement. Unused PTO days shall expire on December 31 of each year and shall not roll over into the next year. Other than the use of PTO days for illness or personal emergencies, PTO days must be pre-approved by the Company.
 
2.5.             Other Benefits .  Executive shall be entitled to participate in the Company’s employee stock option plan, life, health, accident, disability insurance plans, pension plans and retirement plans, in effect from time to time (including, without limitation, any incentive program or discretionary bonus program of the Company which may be implemented in the future by the Board), to the extent and on such terms and conditions as the Company customarily makes such plans available to its senior executives.
 
2.6.             Withholding .  The Company may deduct from any compensation payable to Executive (including payments made pursuant to this Section 2 or in connection with the termination of employment pursuant to Article III of this Agreement) amounts sufficient to cover Executive’s share of applicable federal, state and/or local income tax withholding, social security payments, state disability and other insurance premiums and payments.
 
ARTICLE III.
 
TERMINATION OF EMPLOYMENT
 
3.1.             Termination of Employment .  Executive’s employment pursuant to this Agreement shall terminate on the earliest to occur of the following:
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3.1.1            upon the death of Executive;
 
3.1.2            upon the delivery to Executive of written notice of termination by the Company if Executive shall suffer a physical or mental disability which renders Executive, in the reasonable judgment of the Compensation Committee, unable to perform his duties and obligations under this Agreement for either 90 consecutive days or 180 days in any 12-month period;
 
3.1.3            on the five-year anniversary of the date hereof;
 
3.1.4            upon delivery to the Company of written notice of termination by Executive for any reason other than for Good Reason;
 
3.1.5            upon delivery to Executive of written notice of termination by the Company for Cause;
 
3.1.6            upon delivery of written notice of termination from Executive to the Company for Good Reason, provided , however , prior to any such termination by Executive pursuant to this Section 3.1.6, Executive shall have advised the Company in writing within fifteen (15) days of the occurrence of any circumstances that would constitute Good Reason, and the Company has not cured such circumstances within 15 days following receipt of Executive’s written notice, with the exception of only five (5) days written notice in the event the Company reduces Executive’s salary without Executive’s consent or fails to pay Executive any compensation due him; or
 
3.1.7            upon delivery to Executive of written notice of termination by the Company without Cause.
 
3.2.             Certain Definitions . For purposes of this Agreement, the following terms shall have the following meanings:
 
3.2.1            “ Cause ” shall mean, in the context of a basis for termination by the Company of Executive’s employment with the Company, that:
 
(i)                 Executive materially breaches any obligation, duty, covenant or agreement under this Agreement, which breach is not cured or corrected within thirty (30) days of written notice thereof from the Company (except for breaches of Article IV of this Agreement, which cannot be cured and for which the Company need not give any opportunity to cure); or
 
(ii)                Executive commits any act of misappropriation of funds or embezzlement; or
 
(iii)               Executive commits any act of fraud; or
 
(iv)               Executive is indicted of, or pleads guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or applicable state law.
 
3.2.2             “ Good Reason ” shall mean, in the context of a basis for termination by Executive of his employment with the Company (a) without Executive’s consent, his position or duties are modified by the Company to such an extent that his duties are no longer consistent with the position of CEO of the Company, (b) there has been a material breach by the Company of a material term of this Agreement which continues uncured following thirty (30) days after such breach, or (c) Executive’s compensation as set forth hereunder is reduced without Executive’s consent, or the Company fails to pay to Executive any compensation due to him hereunder upon five (5) days written notice from Executive informing the Company of such failure.
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3.3.            “ Termination Date ” shall mean the date on which Executive’s employment with the Company hereunder is terminated
 
3.4.             Effect of Termination .  In the event that Executive’s employment hereunder is terminated in accordance with the provisions of this Agreement, Executive shall be entitled to the following:
 
3.4.1            If Executive’s employment is terminated pursuant to Sections 3.1.1 (death), 3.1.2 (disability), 3.1.3 (five-year anniversary) or 3.1.5 (by the Company for Cause), Executive shall be entitled to salary accrued through the Termination Date and no other benefits other than as required under the terms of employee benefit plans in which Executive was participating as of Termination Date.
 
3.4.2            If Executive’s employment is terminated pursuant to Section 3.1.4 (without Cause by the Executive), by Executive pursuant to Section 3.1.6 (Good Reason), or pursuant to Section 3.1.7 (without Cause by the Company), Executive shall be entitled to continue to receive the salary at the rate in effect upon the Termination Date of employment for six (6) months following the Termination Date, payable in accordance with the Company’s normal payroll practices and policies, as if Executive’s employment had not terminated.  Executive shall be entitled to no other post-employment benefits except for benefits payable under applicable benefit plans in which Executive is entitled to participate pursuant to Section 2.5 hereof through the Termination Date, subject to and in accordance with the terms of such plans.
 
3.4.3            As a condition to Executive’s right to receive any benefits pursuant to Section 3.4.2 of this Agreement, (A) Executive must execute and deliver to the Company a written release in form and substance satisfactory to the Company, of any and all claims against the Company and all directors and officers of the Company with respect to all matters arising out of Executive’s employment hereunder, or the termination thereof (other than claims for entitlements under the terms of this Agreement or plans or programs of the Company in which Executive has accrued a benefit); and (B) Executive must not breach any of his covenants and agreements under Section 1.3 and Article IV of this Agreement, which continue following the Termination Date.
 
3.4.4            In the event of termination of Executive’s employment pursuant to Section 3.1.5 (by the Company for Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Executive the loss and damage, if any, which shall have been suffered by the Company as a result of the acts or omissions of Executive giving rise to termination.  The foregoing shall not be construed to limit any cause of action, claim or other rights, which the Company may have against Executive in connection with such acts or omissions.
 
3.4.5            Upon termination of Executive’s employment hereunder, or on demand by the Company during the term of this Agreement, Executive will immediately deliver to the Company, and will not keep in his possession, recreate or deliver to anyone else, any and all Company property, as well as all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, photographs, charts, all documents and property, and reproductions of any of the aforementioned items that were developed by Executive pursuant to his employment with the Company, obtained by Executive in connection with his employment with the Company, or otherwise belonging to the Company, its successors or assigns, including, without limitation, those records maintained pursuant to this Agreement.
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3.4.6            Executive also agrees to keep the Company advised of his home and business address for a period of three (3) years after termination of Executive’s employment hereunder, so that the Company can contact Executive regarding his continuing obligations provided by this Agreement.  In the event that Executive’s employment hereunder is terminated, Executive agrees to grant consent to notification by the Company to Executive’s new employer about his obligations under this Agreement.
 
3.5.             Consulting .  During the period that Executive is receiving payments pursuant to subsection 3.4.2 above, Executive shall be available, subject to his other reasonable commitments or obligations made or incurred in mitigation of the termination of his employment, by telephone, email or fax, as a consultant to the Company, without further compensation, to consult with its officers and directors regarding projects and/or tasks as defined by the Board.
 
ARTICLE IV.
 
INVENTIONS; CONFIDENTIAL/TRADE SECRET INFORMATION AND RESTRICTIVE COVENANTS
 
4.1.             Inventions .  All processes, technologies and inventions relating to the business of the Company (collectively, “ Inventions ”), including new contributions, improvements, ideas, discoveries, trademarks and trade names, conceived, developed, invented, made or found by Executive, alone or with others, during his employment by the Company, whether or not patentable and whether or not conceived, developed, invented, made or found on the Company’s time or with the use of the Company’s facilities or materials, shall be the property of the Company and shall be promptly and fully disclosed by Executive to the Company.  Executive shall perform all necessary acts (including, without limitation, executing and delivering any confirmatory assignments, documents or instruments requested by the Company) to assign or otherwise to vest title to any such Inventions in the Company and to enable the Company, at its sole expense, to secure and maintain domestic and/or foreign patents or any other rights for such Inventions.
 
4.2.             Confidential/Trade Secret Information/Non-Disclosure .
 
4.2.1             Confidential/Trade Secret Information Defined .  During the course of Executive’s employment, Executive will have access to various Confidential/Trade Secret Information of the Company and information developed for the Company.  For purposes of this Agreement, the term “ Confidential/Trade Secret Information ” is information that is not generally known to the public and, as a result, is of economic benefit to the Company in the conduct of its business, and the business of the Company’s subsidiaries.  Executive and the Company agree that the term “ Confidential/Trade Secret Information ” includes but is not limited to all information developed or obtained by the Company, including its affiliates, and predecessors, and comprising the following items, whether or not such items have been reduced to tangible form (e.g., physical writing, computer hard drive, disk, tape, etc.):  all methods, techniques, processes, ideas, research and development, product designs, engineering designs, plans, models, production plans, business plans, add-on features, trade names, service marks, slogans, forms, pricing structures, menus, business forms, marketing programs and plans, layouts and designs, financial structures, operational methods and tactics, cost information, the identity of and/or contractual arrangements with suppliers and/or vendors, accounting procedures, and any document, record or other information of the Company relating to the above.  Confidential/Trade Secret Information includes not only information directly belonging to the Company which existed before the date of this Agreement, but also information developed by Executive for the Company, including its subsidiaries, affiliates and predecessors, during the term of Executive’s employment with the Company.  Confidential/Trade Secret Information does not include any information which (a) was in the lawful and unrestricted possession of Executive prior to its disclosure to Executive by the Company, its subsidiaries, affiliates or predecessors, (b) is or becomes generally available to the public by lawful acts other than those of Executive after receiving it, or (c) has been received lawfully and in good faith by Executive from a third party who is not and has never been an executive of the Company, its subsidiaries, affiliates or predecessors, and who did not derive it from the Company, its subsidiaries, affiliates or predecessors.
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4.2.2             Restriction on Use of Confidential/Trade Secret Information .  Executive agrees that his/her use of Confidential/Trade Secret Information is subject to the following restrictions for an indefinite period of time so long as the Confidential/Trade Secret Information has not become generally known to the public:
 
(i)                 Non-Disclosure .  Executive agrees that he will not publish or disclose, or allow to be published or disclosed, Confidential/Trade Secret Information to any person without the prior written authorization of the Company unless pursuant to or in connection with Executive’s job duties to the Company under this Agreement; and
 
(ii)               Non-Removal/Surrender .  Executive agrees that he will not remove any Confidential/Trade Secret Information from the offices of the Company or the premises of any facility in which the Company is performing services, except pursuant to his duties under this Agreement.  Executive further agrees that he shall surrender to the Company all documents and materials in his possession or control which contain Confidential/Trade Secret Information and which are the property of the Company upon the termination of his employment with the Company, and that he shall not thereafter retain any copies of any such materials.
 
4.2.3             Prohibition Against Unfair Competition/ Non-Solicitation of Customers .  Executive agrees that at no time after his employment with the Company will he engage in competition with the Company while making any use of the Confidential/Trade Secret Information, or otherwise exploit or make use of the Confidential/Trade Secret Information. Executive agrees that during the six-month period following the Termination Date, he will not directly or indirectly accept or solicit, in any capacity, the business of any customer of the Company with whom Executive worked or otherwise had access to the Confidential/Trade Secret Information pertaining to the Company’s business with such customer during the last year of Executive’s employment with the Company, or solicit, directly or indirectly, or encourage any of the Company’s customers or suppliers to terminate their business relationship with the Company, or otherwise interfere with such business relationships.
 
4.3.             Non-Solicitation of Employees .  Employee agrees that during the six-month period following the Termination Date, he shall not, directly or indirectly, solicit or otherwise encourage any employees of the Company to leave the employ of the Company, or solicit, directly or indirectly, any of the Company’s employees for employment.
 
4.4.             Non-Solicitation During Employment .  During his employment with the Company, Executive shall not: (a) interfere with the Company’s business relationship with its customers or suppliers, (b) solicit, directly or indirectly, or otherwise encourage any of the Company’s customers or suppliers to terminate their business relationship with the Company, or (c) solicit, directly or indirectly, or otherwise encourage any employees of the Company to leave the employ of the Company, or solicit any of the Company’s employees for employment.
 
4.5.             Conflict of Interest .  During Executive’s employment with the Company, Executive must not engage in any work, paid or unpaid, that creates an actual conflict of interest with the Company.
 
4.6.             Breach of Provisions .  If Executive materially breaches any of the provisions of this Article IV, or in the event that any such breach is threatened by Executive, in addition to and without limiting or waiving any other remedies available to the Company at law or in equity, the Company shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, to restrain any such breach or threatened breach and to enforce the provisions of this Article IV.
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4.7.             Reasonable Restrictions .  The Parties acknowledge that the foregoing restrictions, as well as the duration and the territorial scope thereof as set forth in this Article IV, are under all of the circumstances reasonable and necessary for the protection of the Company and its business
 
4.8.             Specific Performance .  Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 1.3, 4.2, 4.3 or 4.4 hereof would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.
 
ARTICLE V.
 
ARBITRATION
 
5.1.             Scope .  To the fullest extent permitted by law, Executive and the Company agree to the binding arbitration of any and all controversies, claims or disputes between them arising out of or in any way related to this Agreement, the employment relationship between the Company and Executive and any disputes upon termination of employment, including but not limited to breach of contract, tort, discrimination, harassment, wrongful termination, demotion, discipline, failure to accommodate, family and medical leave, compensation or benefits claims, constitutional claims; and any claims for violation of any local, state or federal law, statute, regulation or ordinance or common law.  For the purpose of this agreement to arbitrate, references to “Company” include all subsidiaries or related entities and their respective executives, supervisors, officers, directors, agents, pension or benefit plans, pension or benefit plan sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them, and this agreement to arbitrate shall apply to them to the extent Executive’s claims arise out of or relate to their actions on behalf of the Company.
 
5.2.             Arbitration Procedure .  To commence any such arbitration proceeding, the party commencing the arbitration must provide the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims.  In no event shall this notice for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations.  The arbitration will be conducted in Houston, Texas, by a single neutral arbitrator and in accordance with the then-current rules for resolution of employment disputes of the American Arbitration Association (“ AAA ”).  The Arbitrator is to be selected by the mutual agreement of the Parties.  If the Parties cannot agree, the Superior Court will select the arbitrator.  The parties are entitled to representation by an attorney or other representative of their choosing.  The arbitrator shall have the power to enter any award that could be entered by a judge of the trial court of the State of Texas, and only such power, and shall follow the law.  The award shall be binding and the Parties agree to abide by and perform any award rendered by the arbitrator.  The arbitrator shall issue the award in writing and therein state the essential findings and conclusions on which the award is based.  Judgment on the award may be entered in any court having jurisdiction thereof.  The losing Party in the arbitration hearing shall bear the costs of the arbitration filing and hearing fees and the cost of the arbitrator.
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ARTICLE VI.
 
MISCELLANEOUS
 
6.1.             Binding Effect; Assignment .  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, heirs, successors and assigns.  Executive may not assign any of his rights or obligations under this Agreement.  The Company may assign its rights and obligations under this Agreement to any successor entity.
 
6.2.             Notices .  Any notice provided for herein shall be in writing and shall be deemed to have been given or made (a) when personally delivered or (b) when sent by telecopier and confirmed within 48 hours by letter mailed or delivered to the party to be notified at its or his address set forth herein; or three (3) days after being sent by registered or certified mail, return receipt requested (or by equivalent currier with delivery documentation such as FEDEX or UPS) to the address of the other party set forth or to such other address as may be specified by notice given in accordance with this section 6.2:
 

 
If to the Company :
Vertex Energy, Inc.
1331 Gemini , Suite 103
Houston, Texas 77058
Telephone: ___________
Facsimile: ___________
Attention: _____________
 

If to the Executive:
Benjamin P. Cowart
XXXX XXXX XXX XXXXX
XXXXXXX , XXXXX XXXXX
 
Telephone: ___________
Facsimile: ___________
Attention: _____________
 

6.3.             Severability .  If any provision of this Agreement, or portion thereof, shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall attach only to such provision or portion thereof, and shall not in any manner affect or render invalid or unenforceable any other provision of this Agreement or portion thereof, and this Agreement shall be carried out as if any such invalid or unenforceable provision or portion thereof were not contained herein.  In addition, any such invalid or unenforceable provision or portion thereof shall be deemed, without further action on the part of the parties hereto, modified, amended or limited to the extent necessary to render the same valid and enforceable.
 
6.4.             Waiver .  No waiver by a Party of a breach or default hereunder by the other party shall be considered valid, unless expressed in a writing signed by such first party, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or any other nature.
 
6.5.             Entire Agreement .  This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements between the Company and Executive, whether written or oral, relating to any or all matters covered by and contained or otherwise dealt with in this Agreement.  This Agreement does not constitute a commitment of the Company with regard to Executive’s employment, express or implied, other than to the extent expressly provided for herein.
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6.6.             Amendment .  No modification, change or amendment of this Agreement or any of its provisions shall be valid, unless in a writing signed by the Parties and approved by the Compensation Committee.
 
6.7.             Authority .  The Parties each represent and warrant that it/he has the power, authority and right to enter into this Agreement and to carry out and perform the terms, covenants and conditions hereof.
 
6.8.             Attorneys’ Fees .  If either party hereto commences an arbitration or other action against the other party to enforce any of the terms hereof or because of the breach by such other party of any of the terms hereof, the prevailing party shall be entitled, in addition to any other relief granted, to all actual out-of-pocket costs and expenses incurred by such prevailing party in connection with such action, including, without limitation, all reasonable attorneys’ fees, and a right to such costs and expenses shall be deemed to have accrued upon the commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.
 
6.9.             Captions .  The captions, headings and titles of the sections of this Agreement are inserted merely for convenience and ease of reference and shall not affect or modify the meaning of any of the terms, covenants or conditions of this Agreement.
 
6.10.             Governing Law .  This Agreement, and all of the rights and obligations of the Parties in connection with the employment relationship established hereby, shall be governed by and construed in accordance with the substantive laws of the State of Texas without giving effect to principles relating to conflicts of law.
 
6.11.             Survival .  The termination of Executive’s employment with the Company pursuant to the provisions of this Agreement shall not affect Executive’s obligations to the Company hereunder which by the nature thereof are intended to survive any such termination, including, without limitation, Executive’s obligations under Article IV of this Agreement.
 
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
 

“COMPANY”
VERTEX ENERGY, INC.,
a Nevada corporation
 
By:  /s/ Chris Carlson
Name: Chris Carlson
Title:   Secretary
 
 
 
“EXECUTIVE”
/s/ Benjamin P. Cowart
Benjamin P. Cowart
 
 
 
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EXHIBIT A

It is acknowledged and agreed that the following actions, business transactions, agreements and undertakings may be undertaken by Executive:

 
·
Executive can serve as an officer, director or manager of any of the private companies with whom he is currently affiliated, including Vertex Energy, LP, VTX, Inc., Cross Road Carriers, Vertex Recovery, H&H Oil, Arrow, Cedar Marine Terminal, Vertex Residual Management, B&S Cowart, FLP, Vertex Green, LP or Vertex Processing (collectively, the “ Affiliated Companies ”);

 
·
Executive may own an interest in or shares or membership units in any of the Affiliated Companies.  Executive may earn a fee for providing services to the Affiliated Companies;

 
·
Through the Affiliated Companies, the Executive can operate in the collection generator business; buy, collect and transport and process used oil, crude oil, refined products, chemicals and oily water; and collect, recycle and process petroleum waste materials, such as, but not limited to, oily water, sludges, tank bottoms, and mixed hydrocarbon materials;

 
·
Vertex Recovery or its subsidiaries may sell feedstock to the Company on a fair market basis and receive a commission or fee based on such sales, as determined by a yet to be drafted agreement between Vertex Recovery and the Company;

 
·
Executive may market and source feedstock to the best markets through any of the Affiliated Companies;

 
·
Cedar Marine Terminal may license (pursuant to a royalty free, perpetual, and non-exclusive license) the rights to Demetalization Technology on terms agreeable to the Company and Cedar Marine Terminal.  Cedar Marine Terminal may also charge the Company for terminalling and storage costs for the Company’s products.  Finally, Cedar Marine Terminal will enter into an agreement with the Company whereby the Company leases the land which its operations take place on, on terms to be mutually agreed to between the parties;

 
·
Cross Road Carriers may transport the Company’s products from time to time, on substantially similar terms as Cross Road Carriers charges its other clients;

 
·
Any Affiliated Party may sell products, equipment or materials to the Company on terms mutually agreeable between the Company and such Affiliated Party;

 
·
Vertex Residual Management may contract with the Company or with Vertex LP on behalf of the Company to provide the Company environmental compliance, regulation and oversight services on terms mutually agreeable between the parties;

 
·
Vertex Green may focus on the development of renewable energy such as Biodiesel, which entity shall be outside of the Company; and

 
·
Any other actions, business transactions, agreements and undertakings which the Executive has received approval of a majority of the independent members of the Board of Directors to enter into and/or undertake.
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EXHIBIT 10.6
VERTEX ENERGY, INC.
 
EXECUTIVE EMPLOYMENT AGREEMENT
 
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “ Agreemen t”) is made this 28th day of January, 2009 (the “ Execution Date ”), to be effective as of the Effective Date as defined below, between Vertex Energy, Inc., a Nevada corporation (the “ Company ”), and John Pimentel (“ Executive ”) (each of Company and Executive is referred to herein as a “ Party ,” and collectively referred to herein as the “ Parties ”).
 
W I T N E S S E T H:
 
WHEREAS , the Company desires to obtain the services of Executive, and Executive desires to be employed by the Company upon the terms and conditions hereinafter set forth.
 
NOW, THEREFORE , in consideration of the premises, the agreements herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as of the Effective Date as follows:
 
ARTICLE I.
 

 
EMPLOYMENT; TERM; DUTIES
 
1.1.             Employment . Pursuant to the terms and conditions hereinafter set forth, the Company hereby employs Executive, and Executive hereby accepts such employment, as the Executive Vice President of Corporate Development of the Company for a period of two (2) years beginning on the Effective Date (the “ Initial Term ”); provided that this Agreement shall automatically extend for additional one (1) year periods after the Initial Term (each an “ Automatic Renewal Term ”) in the event that neither party provides the other written notice of their intent not to automatically extend such Agreement at least sixty (60) days prior to such Automatic Renewal Date. It is understood by the Company and Executive that Executive shall perform duties from his home or at an office in Northern California.
 
1.2.             Duties and Responsibilities .  Executive, as Executive Vice President of Corporate Development, shall perform such administrative, managerial and executive duties for the Company (i) as are prescribed by applicable job specifications for an executive officer of a public company the size and nature of the Company specifically including but not limited to those enumerated in Exhibit A attached, (ii) as may be prescribed by the Bylaws of the Company, (iii) as are customarily vested in and incidental to such position, and (iv) as may be assigned to him from time to time by the Board of Directors of the Company (the “ Board ”).
 
1.3.             Non-Competition .  For $10 and other good and valuable consideration which Executive acknowledges receiving, Executive agrees to devote substantially all of Executive’s business time, energy and efforts to the business of the Company (except as specifically provided for in Section 1.4 below), and will use Executive’s best efforts and abilities faithfully and diligently to promote the business interests of the Company.  For so long as Executive is employed hereunder, and for a period of twelve months following the last payment received by Executive from the Company thereafter (the “ Non-Compete Period ”), Executive shall not, directly or indirectly, either as an employee, employer, consultant, agent, investor, principal, partner, stockholder (except as the holder of less than 1% of the issued and outstanding stock of a publicly held corporation), corporate officer or director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of the Company, as such business of the Company is now or hereafter conducted.

1.4.             Other Activities .  Subject to the foregoing prohibition and provided such services or investments do not violate any applicable law, regulation or order, or interfere in any way with the faithful and diligent performance by Executive of the services to the Company otherwise required or contemplated by this Agreement, the Company expressly acknowledges that Executive may:
 
1.4.1            make and manage personal business investments of Executive’s choice without consulting the Board;
 
1.4.2            serve in any capacity with any non-profit civic, educational or charitable organization; and
 
1.4.3            allocate time during Company work hours in fulfilling his duties as necessary to responsibly benefit other non-competing business endeavors, advisory roles, board service, employment contracts or other functions which Executive may undertake (and Executive may utilize the Company’s phone, computer and similar office services in pursuing the foregoing).  Should Executive have any question as to the appropriateness of some outside commitment he is free to seek guidance, and if necessary approval, from the Chairman and CEO, or the Related Party Transaction Committee for any clarification or modification to this Section.
 
1.5.             Board of Directors .  Concurrently with the effectiveness of this Agreement, the Board has appointed Executive as a member of the Board, to serve until the next election of directors by the Company’s shareholders. Thereafter, the Board shall nominate Executive to be elected to serve on the Board at each meeting of the Company’s shareholders held during the term of this Agreement to elect directors, consistent with the provisions of the Bylaws and Articles of Incorporation of the Company, as amended and in effect from time to time.
 
1.6.             Covenants of Executive .
 
1.6.1             Best Efforts .  Subject to Section 1.4, Executive shall devote his best efforts to the business and affairs of the Company.  Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply, in all material respects, with all rules and regulations of the Company (and special instructions of the Board, if any) and all other rules, regulations, guides, handbooks, procedures and policies applicable to the Company and its business in connection with his duties hereunder, including all United States federal and state securities laws applicable to the Company.
 
1.6.2             Records .  Executive shall use his best efforts and skills to truthfully, accurately, and promptly prepare, maintain, and preserve all records and reports that the Company may, from time to time, request or require, fully account for all money, records, equipment, materials, or other property belonging to the Company of which he may have custody, and promptly pay and deliver the same whenever he may be directed to do so by the Board.
 
1.6.3             Compliance .  Executive shall use his best efforts to cause the Company to remain in compliance with all rules and regulations of the Securities and Exchange Commission (“ SEC ”), and reporting requirements for publicly traded companies, including, without limitation, assist in the filing with the SEC of all periodic reports the Company is required to file under the Exchange Act of 1934 (as amended, the “ Exchange Act ”).  Executive shall at all times comply, and endeavor to cause the Company to comply, with the then-current good corporate governance standards and practices as prescribed by the SEC, any exchange on which the Company’s capital stock or other securities may be traded and any other applicable governmental entity, agency or organization.  Notwithstanding the foregoing or any other provision herein to the contrary, the Company agrees and acknowledges that the Executive is not personally responsible for any filings made with the SEC or any other governmental agency, and that such filings are the ultimate responsibility of the Company’s CEO and CFO, who will be responsible for signing any certifications relating thereto required by the Sarbanes-Oxley Act.
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1.6.4             Related Party Transactions Committee .  Promptly following the date hereof, Executive agrees to assist in the formation of a “Related Party Transaction Committee” of the Board composed of at least two (2) Independent Directors (as defined below) of the Company.  Such Related Party Transaction Committee shall be charged with reviewing and approving all of the Company’s related party transactions or other transactions that might involve a conflict of interest.  Executive agrees that he shall not enter into any related party transactions without obtaining the pre-approval of at least a majority of the members of this Committee.  For the purposes of this Agreement, an “Independent Director” means any director of the Company who does not beneficially own more than 5% of the outstanding voting shares of Company, is not employed by, or an officer or director of, the Company or any company with whom Executive is affiliated.
 
1.7.             Effective Date .  The “ Effective Date ” of this Agreement shall be the closing date of the transactions contemplated by that certain Amended and Restated Agreement and Plan of Merger by and between World Waste Technologies, Inc., Vertex Energy, L.P., Vertex Energy, Inc., Benjamin P. Cowart and Vertex Merger Sub, LLC, dated on or around May 19, 2008, as amended from time to time.
 
ARTICLE II.
 
COMPENSATION AND OTHER BENEFITS
 
2.1.             Base Salary .  So long as this Agreement remains in effect, for all services rendered by Executive hereunder and all covenants and conditions undertaken by the Parties pursuant to this Agreement, the Company shall pay, and Executive shall accept, as compensation, an annual base salary (“ Base Salary ”) of $156,000.  The Base Salary shall be payable in regular installments in accordance with the normal payroll practices of the Company, in effect from time to time, but in any event no less frequently than on a monthly basis. For so long as Executive is employed hereunder, beginning on the first anniversary of the Effective Date, and on each anniversary thereafter, the Base Salary shall be increased as determined by the Compensation Committee of the Board (the “ Compensation Committee ”), in its sole and absolute discretion.
 
2.2.             Options .  As of the Execution Date of this Agreement, Executive has been granted options to acquire up to two hundred thousand (200,000) shares of the Company’s common stock (the “Options”) pursuant to two (2) stock option agreements attached hereto as Exhibit B1 and Exhibit B2 .  The specific terms of these Options shall  include: (i) the vesting of 100,000 of the Options upon the Effective Date and the remaining 100,000 options vesting in eight (8) equal increments at each of the eight (8) quarterly financial closes subsequent to the Effective Date of this Agreement, assuming that Executive is employed by the Company as an officer or Director on such date(s); (ii) full acceleration of all granted and unvested Options in the event the Company is sold or has any other change of control event, or in the event Executive is terminated by the Company for any reason other than for Cause as defined in Section 3.2.1 herein.
 
2.3.             Bonus Compensation .  For each year this Agreement is in effect, Executive will be eligible to earn a bonus in the sole discretion of the Compensation Committee.
 
2.4.             Business Expenses .  So long as this Agreement is in effect, the Company shall reimburse Executive for all reasonable, out-of-pocket business expenses incurred in the performance of his duties hereunder consistent with the Company’s policies and procedures, in effect from time to time, with respect to travel, entertainment, communications, technology/equipment and other business expenses customarily reimbursed to senior executives of the Company in connection with the performance of their duties on behalf of the Company.
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2.5.             Vacation .  Executive will be entitled to 15 days of paid time-off (PTO) per year. PTO days shall accrue beginning on the 1st of January for each year during the term of this Agreement. Unused PTO days shall expire on December 31 of each year and shall not roll over into the next year. Other than the use of PTO days for illness or personal emergencies, PTO days must be pre-approved by the Company.
 
2.6.             Other Benefits .  Executive shall be entitled to participate in the Company’s employee stock option plan, life, health, accident, disability insurance plans, pension plans and retirement plans, in effect from time to time (including, without limitation, any incentive program or discretionary bonus program of the Company which may be implemented in the future by the Board), to the extent and on such terms and conditions as the Company customarily makes such plans available to its senior executives.
 
2.7.             Withholding .  The Company may deduct from any compensation payable to Executive (including payments made pursuant to this Section 2 or in connection with the termination of employment pursuant to Article III of this Agreement) amounts sufficient to cover Executive’s share of applicable federal, state and/or local income tax withholding, social security payments, state disability and other insurance premiums and payments.
 
ARTICLE III.
 
TERMINATION OF EMPLOYMENT
 
3.1.             Termination of Employment .  Executive’s employment pursuant to this Agreement shall terminate on the earliest to occur of the following:
 
3.1.1            upon the death of Executive;
 
3.1.2            upon the delivery to Executive of written notice of termination by the Company if Executive shall suffer a physical or mental disability which renders Executive, in the reasonable judgment of the Compensation Committee, unable to perform his duties and obligations under this Agreement for either 90 consecutive days or 180 days in any 12-month period;
 
3.1.3            upon the expiration of the Initial Term, unless a notice of termination pursuant to Section 1.1 is not given by either party, in which case upon the expiration of the first Automatic Renewal Term that such a notice of termination is given with respect to either party (if any);
 
3.1.4            upon delivery to the Company of written notice of termination by Executive for any reason other than for Good Reason;
 
3.1.5            upon delivery to Executive of written notice of termination by the Company for Cause;
 
3.1.6            upon delivery of written notice of termination from Executive to the Company for Good Reason, provided , however , prior to any such termination by Executive pursuant to this Section 3.1.6, Executive shall have advised the Company in writing within fifteen (15) days of the occurrence of any circumstances that would constitute Good Reason, and the Company has not cured such circumstances within 15 days following receipt of Executive’s written notice, with the exception of only five (5) days written notice in the event the Company reduces Executive’s salary without Executive’s Consent, or fails to pay Executive any compensation due him; or
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3.1.7        upon delivery to Executive of written notice of termination by the Company without Cause.
 
3.2.             Certain Definitions . For purposes of this Agreement, the following terms shall have the following meanings:
 
3.2.1       “ Cause ” shall mean, in the context of a basis for termination by the Company of Executive’s employment with the Company, that:
 
(i)            Executive materially breaches any obligation, duty, covenant or agreement under this Agreement, which breach is not cured or corrected within thirty (30) days of written notice thereof from the Company (except for breaches of Article IV of this Agreement, which cannot be cured and for which the Company need not give any opportunity to cure); or
 
(ii)           Executive commits any material act of misappropriation of funds or embezzlement; or
 
(iii)          Executive commits any material act of fraud; or
 
(iv)          Executive is convicted of, or pleads guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or applicable state law.
 
3.2.2        “ Good Reason ” shall mean, in the context of a basis for termination by Executive of his employment with the Company (a) without Executive’s consent, his position or duties are modified by the Company to such an extent that his duties are no longer consistent with the position of Executive Vice President of Corporate Development of the Company, (b) there has been a  material breach by the Company of a material term of this Agreement or Executive believes that the Company is violating any law which would have a material adverse effect on the Company’s operations and such violation continues uncured following thirty (30) days after written notice of such violation or breach by the Company, (c) Executive’s compensation as set forth hereunder is reduced without Executive’s consent,  (d) Executive is forced by the Company to permanently move more than thirty (30) miles from his current location, or (e) the Company fails to pay to Executive any compensation due to him hereunder upon five (5) days written notice from Executive informing the Company of such failure.
 
3.3.            “ Termination Date ” shall mean the date on which Executive’s employment with the Company hereunder is terminated
 
3.4.             Effect of Termination .  In the event that Executive’s employment hereunder is terminated in accordance with the provisions of this Agreement, Executive shall be entitled to the following:
 
3.4.1        If Executive’s employment is terminated pursuant to Sections 3.1.1 (death), 3.1.2 (disability), 3.1.3 (two-year anniversary without mutual extension), 3.1.5 (by the Company for Cause), or 3.1.4 (without Cause by the Executive), Executive shall be entitled to salary accrued through the Termination Date, including but not limited to any Options which have vested as of the Termination Date,  and no other benefits other than as required under the terms of employee benefit plans in which Executive was participating as of Termination Date.
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3.4.2        If Executive’s employment is terminated pursuant to Section 3.1.7 (without Cause by the Company) or by Executive pursuant to Section 3.1.6 (Good Reason), Executive shall be entitled to salary accrued through the Termination Date and to continue to receive salary at the rate in effect upon the Termination Date of employment for (a) three months after the Termination Date if this Agreement is terminated during the first twelve (12) months of the Initial Term, or (b) six months after the Termination Date if this Agreement is terminated following the expiration of the first twelve (12) months of the Initial Term; payable in accordance with the Company’s normal payroll practices and policies, as if Executive’s employment had not terminated.  Any unvested Options held by Executive shall immediately vest as of the Termination Date of this Agreement.  Executive shall be entitled to no other post-employment benefits except for benefits payable under applicable benefit plans in which Executive is entitled to participate pursuant to Section 2.5 hereof through the Termination Date, subject to and in accordance with the terms of such plans.
 
3.4.3        As a condition to Executive’s right to receive any benefits pursuant to Section 3.4 of this Agreement, (A) Executive must execute and deliver to the Company a written release in customary form and substance reasonably satisfactory to the Company, of any and all claims against the Company and all directors and officers of the Company with respect to all matters arising out of Executive’s employment hereunder, or the termination thereof (other than claims for entitlements under the terms of this Agreement or plans or programs of the Company in which Executive has accrued a benefit); and (B) Executive must not breach any of his covenants and agreements under Section 1.3 and Article IV of this Agreement, which continue following the Termination Date.
 
3.4.4        Upon termination of Executive’s employment hereunder, or on demand by the Company during the term of this Agreement, Executive will promptly deliver to the Company, and will not keep in his possession, recreate or deliver to anyone else, any and all Company property, as well as all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, photographs, charts, all documents and property, and reproductions of any of the aforementioned items that were developed by Executive pursuant to his employment with the Company, obtained by Executive in connection with his employment with the Company, or otherwise belonging to the Company, its successors or assigns, including, without limitation, those records maintained pursuant to this Agreement.
 
3.4.5       Executive also agrees to keep the Company advised of his home and business address for a period of twelve (12) months after termination of Executive’s employment hereunder, so that the Company can contact Executive regarding his continuing obligations provided by this Agreement.  In the event that Executive’s employment hereunder is terminated, Executive agrees to grant consent to notification by the Company to Executive’s new employer about his obligations under this Agreement.
 
3.5.             Consulting .  During the period that Executive is receiving payments pursuant to subsection 3.4.2 above, Executive shall be available, subject to his other reasonable commitments or obligations made or incurred in mitigation of the termination of his employment, by telephone, email or fax, as a consultant to the Company, without further compensation, to consult with its officers and directors regarding projects and/or tasks as defined by the Board.
 
3.6.             No Duty to Mitigate .  Executive shall not be required to seek other employment or take other action in order to mitigate his damages or to be entitled to any of the payments, benefits, expenses, and stock options above.  The Company shall not be entitled to set off against any such payments, benefits, expenses, and stock options due or any other amounts of money payable to Executive any amounts he earns in other employment or engagement after the termination of his employment with the Company or any amounts that he might or could have earned in other employment or engagement had he sought such other employment or engagement.
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ARTICLE IV.
 
INVENTIONS; CONFIDENTIAL/TRADE SECRET INFORMATION AND RESTRICTIVE COVENANTS
 
4.1.             Inventions .  All processes, technologies and inventions relating to the business of the Company (collectively, “ Inventions ”), including new contributions, improvements, ideas, discoveries, trademarks and trade names, conceived, developed, invented, made or found by Executive, alone or with others, during his employment by the Company, whether or not patentable and whether or not conceived, developed, invented, made or found on the Company’s time or with the use of the Company’s facilities or materials, shall be the property of the Company and shall be promptly and fully disclosed by Executive to the Company.  Executive shall perform all necessary acts (including, without limitation, executing and delivering any confirmatory assignments, documents or instruments requested by the Company) to assign or otherwise to vest title to any such Inventions in the Company and to enable the Company, at its sole expense, to secure and maintain domestic and/or foreign patents or any other rights for such Inventions.
 
4.2.             Confidential/Trade Secret Information/Non-Disclosure .
 
4.2.1             Confidential/Trade Secret Information Defined .  During the course of Executive’s employment, Executive will have access to various Confidential/Trade Secret Information of the Company and information developed for the Company.  For purposes of this Agreement, the term “ Confidential/Trade Secret Information ” is information that is not generally known to the public and, as a result, is of economic benefit to the Company in the conduct of its business, and the business of the Company’s subsidiaries.  Executive and the Company agree that the term “ Confidential/Trade Secret Information ” includes but is not limited to all information developed or obtained by the Company, including its affiliates, and predecessors, and comprising the following items, whether or not such items have been reduced to tangible form (e.g., physical writing, computer hard drive, e-mail, disk, tape, etc.):  all methods, techniques, processes, ideas, research and development, product designs, engineering designs, plans, models, production plans, business plans, add-on features, trade names, service marks, slogans, forms, pricing structures, menus, business forms, marketing programs and plans, layouts and designs, financial structures, operational methods and tactics, cost information, the identity of and/or contractual arrangements with suppliers and/or vendors, accounting procedures, and any document, record or other information of the Company relating to the above.  Confidential/Trade Secret Information includes not only information directly belonging to the Company which existed before the date of this Agreement, but also information developed by Executive for the Company, including its subsidiaries, affiliates and predecessors, during the term of Executive’s employment with the Company.  Confidential/Trade Secret Information does not include any information which (a) was in the lawful and unrestricted possession of Executive prior to its disclosure to Executive by the Company, its subsidiaries, affiliates or predecessors, (b) is or becomes generally available to the public by lawful acts other than those of Executive after receiving it, or (c) has been received lawfully and in good faith by Executive from a third party who is not and has never been an executive of the Company, its subsidiaries, affiliates or predecessors, and who did not derive it from the Company, its subsidiaries, affiliates or predecessors.
 
4.2.2             Restriction on Use of Confidential/Trade Secret Information .  Executive agrees that his/her use of Confidential/Trade Secret Information is subject to the following restrictions for an indefinite period of time so long as the Confidential/Trade Secret Information has not become generally known to the public:
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(i)                 Non-Disclosure .  Executive agrees that he will not publish or disclose, or allow to be published or disclosed, Confidential/Trade Secret Information to any person without the prior written authorization of the Company unless pursuant to or in connection with Executive’s job duties to the Company under this Agreement; and
 
(ii)                Non-Removal/Surrender .  Executive agrees that he will not remove any Confidential/Trade Secret Information from the offices of the Company or the premises of any facility in which the Company is performing services, except pursuant to his duties under this Agreement.  Executive further agrees that he shall surrender to the Company all documents and materials in his possession or control which contain Confidential/Trade Secret Information and which are the property of the Company upon the termination of his employment with the Company, and that he shall not thereafter retain any copies of any such materials.
 
4.2.3             Prohibition Against Unfair Competition/ Non-Solicitation of Customers .  Executive agrees that at no time after his employment with the Company will he engage in competition with the Company while making any use of the Confidential/Trade Secret Information, or otherwise exploit or make use of the Confidential/Trade Secret Information. Executive agrees that during the six-month period following the Termination Date, he will not directly or indirectly accept or solicit, in any capacity, the business of any customer of the Company with whom Executive worked or otherwise had access to the Confidential/Trade Secret Information pertaining to the Company’s business with such customer during the last year of Executive’s employment with the Company, or solicit, directly or indirectly, or encourage any of the Company’s customers or suppliers to terminate their business relationship with the Company, or otherwise interfere with such business relationships.
 
4.3.             Non-Solicitation of Employees .  Employee agrees that during the twelve-month period following the Termination Date, he shall not, directly or indirectly, solicit or otherwise encourage any employees of the Company to leave the employ of the Company, or solicit, directly or indirectly, any of the Company’s employees for employment.
 
4.4.             Non-Solicitation During Employment .  During his employment with the Company, Executive shall not: (a) interfere with the Company’s business relationship with its customers or suppliers, (b) solicit, directly or indirectly, or otherwise encourage any of the Company’s customers or suppliers to terminate their business relationship with the Company, or (c) solicit, directly or indirectly, or otherwise encourage any employees of the Company to leave the employ of the Company, or solicit any of the Company’s employees for employment.
 
4.5.             Conflict of Interest .  During Executive’s employment with the Company, Executive must not knowingly engage in any work, paid or unpaid, that creates an actual conflict of interest with the Company.  If the Company or the Executive have any question as to the actual or apparent potential for a conflict of interest, either shall raise the issue formally to the other, and if appropriate and necessary the issue shall be put to the Related Party Transaction Committee for consideration and disposal.
 
4.6.             Breach of Provisions .  If Executive materially breaches any of the provisions of this Article IV, or in the event that any such breach is threatened by Executive, in addition to and without limiting or waiving any other remedies available to the Company at law or in equity, the Company shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, to restrain any such breach or threatened breach and to enforce the provisions of this Article IV.
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4.7.             Reasonable Restrictions .  The Parties acknowledge that the foregoing restrictions, as well as the duration and the territorial scope thereof as set forth in this Article IV, are under all of the circumstances reasonable and necessary for the protection of the Company and its business
 
4.8.             Specific Performance .  Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 1.3, 4.2, 4.3 or 4.4 hereof would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.
 
ARTICLE V.
 
ARBITRATION
 
5.1.             Scope .  To the fullest extent permitted by law, Executive and the Company agree to the binding arbitration of any and all controversies, claims or disputes between them arising out of or in any way related to this Agreement, the employment relationship between the Company and Executive and any disputes upon termination of employment, including but not limited to breach of contract, tort, discrimination, harassment, wrongful termination, demotion, discipline, failure to accommodate, family and medical leave, compensation or benefits claims, constitutional claims; and any claims for violation of any local, state or federal law, statute, regulation or ordinance or common law.  For the purpose of this agreement to arbitrate, references to “Company” include all subsidiaries or related entities and their respective executives, supervisors, officers, directors, agents, pension or benefit plans, pension or benefit plan sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them, and this agreement to arbitrate shall apply to them to the extent Executive’s claims arise out of or relate to their actions on behalf of the Company.
 
5.2.             Arbitration Procedure .  To commence any such arbitration proceeding, the party commencing the arbitration must provide the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims.  In no event shall this notice for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations.  The arbitration will be conducted in a neutral location, by a single neutral arbitrator and in accordance with the then-current rules for resolution of employment disputes of the American Arbitration Association (“ AAA ”).  The Arbitrator and location are to be selected by the mutual agreement of the Parties.  If the Parties cannot agree, the Superior Court will select the arbitrator.  The parties are entitled to representation by an attorney or other representative of their choosing.  The arbitrator shall have the power to enter any award that could be entered by a judge of the trial court of the presiding State, and only such power, and shall follow the law.  The award shall be binding and the Parties agree to abide by and perform any award rendered by the arbitrator.  The arbitrator shall issue the award in writing and therein state the essential findings and conclusions on which the award is based.  Judgment on the award may be entered in any court having jurisdiction thereof.  Each Party in the arbitration hearing shall bear its own costs of the arbitration filing and hearing fees and the losing Party shall bear the cost of the arbitrator.
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ARTICLE VI.
 
MISCELLANEOUS
 
6.1.             Binding Effect; Assignment .  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, heirs, successors and assigns.  Executive may not assign any of his rights or obligations under this Agreement.  The Company may assign its rights and obligations under this Agreement to any successor entity with the written agreement of the Executive.
 
6.2.             Notices .  Any notice provided for herein shall be in writing and shall be deemed to have been given or made (a) when personally delivered or (b) when sent by telecopier and confirmed within 48 hours by letter mailed or delivered to the party to be notified at its or his address set forth herein; or three (3) days after being sent by registered or certified mail, return receipt requested (or by equivalent currier with delivery documentation such as FEDEX or UPS) to the address of the other party set forth or to such other address as may be specified by notice given in accordance with this section 6.2:
 

If to the Company :
Vertex Energy, Inc.
1331 Gemini , Suite 103
Houston, Texas 77058
Telephone: 866-660-8156
Facsimile: 281-754-4185
Attention: Benjamin P. Cowart
 

If to the Executive:
John Pimentel
XXX XXXX XXXX XXXXX
XXXXX XXXX, XXXXXXXXXX XXXXX
 
Telephone: XXX XXX XXXX
Facsimile: XXX XXX XXXX
Attention: John Pimentel
 

6.3.             Severability .  If any provision of this Agreement, or portion thereof, shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall attach only to such provision or portion thereof, and shall not in any manner affect or render invalid or unenforceable any other provision of this Agreement or portion thereof, and this Agreement shall be carried out as if any such invalid or unenforceable provision or portion thereof were not contained herein.  In addition, any such invalid or unenforceable provision or portion thereof shall be deemed, without further action on the part of the parties hereto, modified, amended or limited to the extent necessary to render the same valid and enforceable.
 
6.4.             Waiver .  No waiver by a Party of a breach or default hereunder by the other party shall be considered valid, unless expressed in a writing signed by such first party, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or any other nature.
 
6.5.             Entire Agreement .  This Agreement, including the Exhibits hereto, sets forth the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements between the Company and Executive, whether written or oral, relating to any or all matters covered by and contained or otherwise dealt with in this Agreement.
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6.6.             Amendment .  No modification, change or amendment of this Agreement or any of its provisions shall be valid, unless in writing signed by the Parties and approved by the Compensation Committee.
 
6.7.             Authority .  The Parties each represent and warrant that it/he has the power, authority and right to enter into this Agreement and to carry out and perform the terms, covenants and conditions hereof.
 
6.8.             Attorneys’ Fees .  If either party hereto commences an arbitration or other action against the other party to enforce any of the terms hereof or because of the breach by such other party of any of the terms hereof, the prevailing party shall be entitled, in addition to any other relief granted, to all actual out-of-pocket costs and expenses incurred by such prevailing party in connection with such action, including, without limitation, all reasonable attorneys’ fees, and a right to such costs and expenses shall be deemed to have accrued upon the commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.
 
6.9.             Captions .  The captions, headings and titles of the sections of this Agreement are inserted merely for convenience and ease of reference and shall not affect or modify the meaning of any of the terms, covenants or conditions of this Agreement.
 
6.10.             Governing Law .  This Agreement, and all of the rights and obligations of the Parties in connection with the employment relationship established hereby, shall be governed by and construed in accordance with the substantive laws of the State of Texas without giving effect to principles relating to conflicts of law.
 
6.11.             Survival .  The termination of Executive’s employment with the Company pursuant to the provisions of this Agreement shall not affect Executive’s obligations to the Company hereunder which by the nature thereof are intended to survive any such termination, including, without limitation, Executive’s obligations under Section 1.3 and Article IV of this Agreement.
 
6.12.             Termination of this Agreement.   Either Party may terminate this Agreement in the event that the Effective Date has not occurred by June 30, 2009.
 
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
 

“COMPANY”
VERTEX ENERGY, INC.,
a Nevada corporation
 
 
By:  /s/ Benjamin P. Cowart
Name: Benjamin P. Cowart
Title: President
 
 
“EXECUTIVE”
/s/ John Pimentel
John Pimentel
 
 
 
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EXHIBIT A
 

 
 
1.
Executive shall report to the Chairman and CEO.
     
 
2.
Executive shall serve on Board of Directors as Vice-Chairman.
     
 
a.
Prepare Board schedules, agendas, minutes, and serve as Chairman in his absence.
     
 
b.
Serve on Board committees and sub-committees as deemed appropriate by the Board.
     
 
3.
Executive shall undertake the following duties and/or develop the following strategies for the Company:
     
 
a.
Vertex corporate Growth Strategy
     
 
i.
Lead efforts to develop and refine corporate Growth Strategy.
     
 
ii.
Work with CEO and management team to develop, record and communicate Vertex Growth Strategy.
     
 
b.
Financing Plan
     
 
i.
Determine the amount and timing of external debt and equity financing necessary to execute on corporate growth plan, and produce a Financing Plan to execute on such goals.
     
 
ii.
Manage the relationships necessary to execute the Financing Plan at the best possible terms to Vertex.
     
 
iii.
Work with management team to develop necessary supporting materials to accomplish the Financing Plan.
     
 
c.
Acquisition Strategy
     
 
i.
Develop strategy to acquire used oil volume, and to pursue adjacent investment opportunities, through acquisitions and mergers.
     
 
ii.
Work with management team to identify, screen and acquire targets.
     
 
iii.
Lead efforts to structure and finance acquisitions.
     
 
d.
Investor Relations and Public Relations
     
 
i.
Develop IR/PR plan, and associated budget, to communicate the Vertex Growth Plan.
     
 
ii.
Manage relationships with vendors and services providers used in such communications.
     
 
iii.
Develop strategy for listing on NASDAQ or other stock exchange.
     
 
e.
Project Development Subsidiary
     
 
i.
Lead efforts to maximize the value of the assets in the project development subsidiary.
     
 
ii.
Evaluate other project development opportunities as needed and make recommendations to the CEO on the efficacy of such opportunities.
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EXHIBIT B
 

 

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EXHIBIT 10.7
VERTEX ENERGY, INC.
 
EXECUTIVE EMPLOYMENT AGREEMENT
 
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “ Agreemen t”) is made this 28th day of January, 2009 (the “ Execution Date ”), to be effective as of the Effective Date as defined below, between Vertex Energy, Inc., a Nevada corporation (the “ Company ”), and Matthew Lieb (“ Executive ”) (each of Company and Executive is referred to herein as a “ Party ,” and collectively referred to herein as the “ Parties ”).
 
W I T N E S S E T H:
 
WHEREAS , the Company desires to obtain the services of Executive, and Executive desires to be employed by the Company upon the terms and conditions hereinafter set forth.
 
NOW, THEREFORE , in consideration of the premises, the agreements herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as of the Effective Date as follows:
 
ARTICLE I.
 
EMPLOYMENT; TERM; DUTIES
 
1.1.             Employment . Pursuant to the terms and conditions hereinafter set forth, the Company hereby employs Executive, and Executive hereby accepts such employment, as the Chief Operating Officer of the Company for a period of four (4) years beginning on the Effective Date (the “ Initial Term ”); provided that this Agreement shall automatically extend for additional one (1) year periods after the Initial Term (each an “ Automatic Renewal Term ”) in the event that neither party provides the other written notice of their intent not to automatically extend such Agreement at least sixty (60) days prior to such Automatic Renewal Date. It is understood by the Company and Executive that Executive shall perform duties from his home or at an office in California.
 
1.2.             Duties and Responsibilities .  Executive, as Chief Operating Officer, shall perform such administrative, managerial and executive duties for the Company (i) as are prescribed by applicable job specifications for an executive officer of a public company the size and nature of the Company specifically including but not limited to those enumerated in Exhibit A attached, (ii) as may be prescribed by the Bylaws of the Company, (iii) as are customarily vested in and incidental to such position, and (iv) as may be assigned to him from time to time by the Board of Directors of the Company (the “ Board ”).
 
1.3.             Non-Competition .  For $10 and other good and valuable consideration which Executive acknowledges receiving, Executive agrees to devote substantially all of Executive’s business time, energy and efforts to the business of the Company (except as specifically provided for in Section 1.4 below), and will use Executive’s best efforts and abilities faithfully and diligently to promote the business interests of the Company.  For so long as Executive is employed hereunder, and for a period of twelve months following the last payment received by Executive from the Company thereafter (the “ Non-Compete Period ”), Executive shall not, directly or indirectly, either as an employee, employer, consultant, agent, investor, principal, partner, stockholder (except as the holder of less than 1% of the issued and outstanding stock of a publicly held corporation), corporate officer or director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of the Company, as such business of the Company is now or hereafter conducted.

1.4.             Other Activities .  Subject to the foregoing prohibition and provided such services or investments do not violate any applicable law, regulation or order, or interfere in any way with the faithful and diligent performance by Executive of the services to the Company otherwise required or contemplated by this Agreement, the Company expressly acknowledges that Executive may:
 
1.4.1            make and manage personal business investments of Executive’s choice without consulting the Board;
 
1.4.2            serve in any capacity with any non-profit civic, educational or charitable organization; and
 
1.4.3            allocate time during Company work hours in fulfilling his duties as necessary to responsibly benefit other non-competing business endeavors, advisory roles, board service, employment contracts or other functions which Executive may undertake (and Executive may utilize the Company’s phone, computer and similar office services in pursuing the foregoing).  Should Executive have any question as to the appropriateness of some outside commitment he is free to seek guidance, and if necessary approval, from the Chairman and CEO, or the Related Party Transaction Committee for any clarification or modification to this Section.
 
1.5.             Covenants of Executive .
 
1.5.1             Best Efforts .  Subject to Section 1.4, Executive shall devote his best efforts to the business and affairs of the Company.  Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply, in all material respects, with all rules and regulations of the Company (and special instructions of the Board, if any) and all other rules, regulations, guides, handbooks, procedures and policies applicable to the Company and its business in connection with his duties hereunder, including all United States federal and state securities laws applicable to the Company.
 
1.5.2             Records .  Executive shall use his best efforts and skills to truthfully, accurately, and promptly prepare, maintain, and preserve all records and reports that the Company may, from time to time, request or require, fully account for all money, records, equipment, materials, or other property belonging to the Company of which he may have custody, and promptly pay and deliver the same whenever he may be directed to do so by the Board.
 
1.5.3             Compliance .  Executive shall use his best efforts to cause the Company to remain in compliance with all rules and regulations of the Securities and Exchange Commission (“ SEC ”), and reporting requirements for publicly traded companies, including, without limitation, assist in the filing with the SEC of all periodic reports the Company is required to file under the Exchange Act of 1934 (as amended, the “ Exchange Act ”).  Executive shall at all times comply, and endeavor to cause the Company to comply, with the then-current good corporate governance standards and practices as prescribed by the SEC, any exchange on which the Company’s capital stock or other securities may be traded and any other applicable governmental entity, agency or organization.  Notwithstanding the foregoing or any other provision herein to the contrary, the Company agrees and acknowledges that the Executive is not personally responsible for any filings made with the SEC or any other governmental agency, and that such filings are the ultimate responsibility of the Company’s CEO and CFO, who will be responsible for signing any certifications relating thereto required by the Sarbanes-Oxley Act.
 
1.5.4             Related Party Transactions Committee .  Promptly following the date hereof, Executive agrees to assist in the formation of a “Related Party Transaction Committee” of the Board composed of at least two (2) Independent Directors (as defined below) of the Company.  Such Related Party Transaction Committee shall be charged with reviewing and approving all of the Company’s related party transactions or other transactions that might involve a conflict of interest.  Executive agrees that he shall not enter into any related party transactions without obtaining the pre-approval of at least a majority of the members of this Committee.  For the purposes of this Agreement, an “Independent Director” means any director of the Company who does not beneficially own more than 5% of the outstanding voting shares of Company, is not employed by, or an officer or director of, the Company or any company with whom Executive is affiliated.
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1.6.             Effective Date .  The “ Effective Date ” of this Agreement shall be the closing date of the transactions contemplated by that certain Amended and Restated Agreement and Plan of Merger by and between World Waste Technologies, Inc., Vertex Energy, L.P., Vertex Energy, Inc., Benjamin P. Cowart and Vertex Merger Sub, LLC, dated on or around May 19, 2008, as amended from time to time.
 
ARTICLE II.
 
COMPENSATION AND OTHER BENEFITS
 
2.1.             Base Salary .  So long as this Agreement remains in effect, for all services rendered by Executive hereunder and all covenants and conditions undertaken by the Parties pursuant to this Agreement, the Company shall pay, and Executive shall accept, as compensation, an annual base salary (“ Base Salary ”) of $150,000.  The Base Salary shall be payable in regular installments in accordance with the normal payroll practices of the Company, in effect from time to time, but in any event no less frequently than on a monthly basis. For so long as Executive is employed hereunder, beginning on the first anniversary of the Effective Date, and on each anniversary thereafter, the Base Salary shall be increased as determined by the Compensation Committee of the Board (the “ Compensation Committee ”), in its sole and absolute discretion.
 
2.2.             Options .  As of the Execution Date of this Agreement, Executive has been granted options to acquire up to two hundred thousand (200,000) shares of the Company’s common stock (the “Options”) pursuant to two (2) stock option agreements attached hereto as Exhibit B1 and Exhibit B2 .  The specific terms of these Options shall  include: (i) the vesting of 25,000 of the Options upon the Effective Date and the remaining 175,000 options vesting in sixteen (16) equal increments at each of the sixteen (16) quarterly financial closes subsequent to the Effective Date of this Agreement, assuming that Executive is employed by the Company as an officer or Director on such date(s); (ii) full acceleration of all granted and unvested Options in the event the Company is sold or has any other change of control event, or in the event Executive is terminated by the Company for any reason other than for Cause as defined in Section 3.2.1 herein.
 
2.3.             Bonus Compensation .  For each year this Agreement is in effect, Executive will be eligible to earn a bonus in the sole discretion of the Compensation Committee.
 
2.4.             Business Expenses .  So long as this Agreement is in effect, the Company shall reimburse Executive for all reasonable, out-of-pocket business expenses incurred in the performance of his duties hereunder consistent with the Company’s policies and procedures, in effect from time to time, with respect to travel, entertainment, communications, technology/equipment and other business expenses customarily reimbursed to senior executives of the Company in connection with the performance of their duties on behalf of the Company.
 
2.5.             Vacation .  Executive will be entitled to 15 days of paid time-off (PTO) per year. PTO days shall accrue beginning on the 1st of January for each year during the term of this Agreement. Unused PTO days shall expire on December 31 of each year and shall not roll over into the next year. Other than the use of PTO days for illness or personal emergencies, PTO days must be pre-approved by the Company.
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2.6.             Other Benefits .  Executive shall be entitled to participate in the Company’s employee stock option plan, life, health, accident, disability insurance plans, pension plans and retirement plans, in effect from time to time (including, without limitation, any incentive program or discretionary bonus program of the Company which may be implemented in the future by the Board), to the extent and on such terms and conditions as the Company customarily makes such plans available to its senior executives.
 
2.7.             Withholding .  The Company may deduct from any compensation payable to Executive (including payments made pursuant to this Section 2 or in connection with the termination of employment pursuant to Article III of this Agreement) amounts sufficient to cover Executive’s share of applicable federal, state and/or local income tax withholding, social security payments, state disability and other insurance premiums and payments.
 
ARTICLE III.
 
TERMINATION OF EMPLOYMENT
 
3.1.             Termination of Employment .  Executive’s employment pursuant to this Agreement shall terminate on the earliest to occur of the following:
 
3.1.1            upon the death of Executive;
 
3.1.2            upon the delivery to Executive of written notice of termination by the Company if Executive shall suffer a physical or mental disability which renders Executive, in the reasonable judgment of the Compensation Committee, unable to perform his duties and obligations under this Agreement for either 90 consecutive days or 180 days in any 12-month period;
 
3.1.3            upon the expiration of the Initial Term, unless a notice of termination pursuant to Section 1.1 is not given by either party, in which case upon the expiration of the first Automatic Renewal Term that such a notice of termination is given with respect to either party (if any);
 
3.1.4            upon delivery to the Company of written notice of termination by Executive for any reason other than for Good Reason;
 
3.1.5            upon delivery to Executive of written notice of termination by the Company for Cause;
 
3.1.6            upon delivery of written notice of termination from Executive to the Company for Good Reason, provided , however , prior to any such termination by Executive pursuant to this Section 3.1.6, Executive shall have advised the Company in writing within fifteen (15) days of the occurrence of any circumstances that would constitute Good Reason, and the Company has not cured such circumstances within 15 days following receipt of Executive’s written notice, with the exception of only five (5) days written notice in the event the Company reduces Executive’s salary without Executive’s Consent, or fails to pay Executive any compensation due him; or
 
3.1.7            upon delivery to Executive of written notice of termination by the Company without Cause.
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3.2.            Certain Definitions . For purposes of this Agreement, the following terms shall have the following meanings:
 
3.2.1        “ Cause ” shall mean, in the context of a basis for termination by the Company of Executive’s employment with the Company, that:
 
(i)            Executive materially breaches any obligation, duty, covenant or agreement under this Agreement, which breach is not cured or corrected within thirty (30) days of written notice thereof from the Company (except for breaches of Article IV of this Agreement, which cannot be cured and for which the Company need not give any opportunity to cure); or
 
(ii)           Executive commits any material act of misappropriation of funds or embezzlement; or
 
(iii)          Executive commits any material act of fraud; or
 
(iv)          Executive is convicted of, or pleads guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or applicable state law.
 
3.2.2        “ Good Reason ” shall mean, in the context of a basis for termination by Executive of his employment with the Company (a) without Executive’s consent, his position or duties are modified by the Company to such an extent that his duties are no longer consistent with the position of Chief Operating Officer of the Company, (b) there has been a  material breach by the Company of a material term of this Agreement or Executive believes that the Company is violating any law which would have a material adverse effect on the Company’s operations and such violation continues uncured following thirty (30) days after written notice of such violation or breach by the Company, (c) Executive’s compensation as set forth hereunder is reduced without Executive’s consent,  (d) Executive is forced by the Company to permanently move more than thirty (30) miles from his current location, or (e) the Company fails to pay to Executive any compensation due to him hereunder upon five (5) days written notice from Executive informing the Company of such failure.
 
3.3.            “ Termination Date ” shall mean the date on which Executive’s employment with the Company hereunder is terminated
 
3.4.             Effect of Termination .  In the event that Executive’s employment hereunder is terminated in accordance with the provisions of this Agreement, Executive shall be entitled to the following:
 
3.4.1            If Executive’s employment is terminated pursuant to Sections 3.1.1 (death), 3.1.2 (disability), 3.1.3 (two-year anniversary without mutual extension), 3.1.5 (by the Company for Cause), or 3.1.4 (without Cause by the Executive), Executive shall be entitled to salary accrued through the Termination Date, including but not limited to any Options which have vested as of the Termination Date,  and no other benefits other than as required under the terms of employee benefit plans in which Executive was participating as of Termination Date.
 
3.4.2            If Executive’s employment is terminated pursuant to Section 3.1.7 (without Cause by the Company) or by Executive pursuant to Section 3.1.6 (Good Reason), Executive shall be entitled to salary accrued through the Termination Date and to continue to receive salary at the rate in effect upon the Termination Date of employment for (a) three months after the Termination Date if this Agreement is terminated during the first twelve (12) months of the Initial Term, or (b) six months after the Termination Date if this Agreement is terminated following the expiration of the first twelve (12) months of the Initial Term; payable in accordance with the Company’s normal payroll practices and policies, as if Executive’s employment had not terminated.  Any unvested Options held by Executive shall immediately vest as of the Termination Date of this Agreement.  Executive shall be entitled to no other post-employment benefits except for benefits payable under applicable benefit plans in which Executive is entitled to participate pursuant to Section 2.5 hereof through the Termination Date, subject to and in accordance with the terms of such plans.
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3.4.3            As a condition to Executive’s right to receive any benefits pursuant to Section 3.4 of this Agreement, (A) Executive must execute and deliver to the Company a written release in customary form and substance reasonably satisfactory to the Company, of any and all claims against the Company and all directors and officers of the Company with respect to all matters arising out of Executive’s employment hereunder, or the termination thereof (other than claims for entitlements under the terms of this Agreement or plans or programs of the Company in which Executive has accrued a benefit); and (B) Executive must not breach any of his covenants and agreements under Section 1.3 and Article IV of this Agreement, which continue following the Termination Date.
 
3.4.4            Upon termination of Executive’s employment hereunder, or on demand by the Company during the term of this Agreement, Executive will promptly deliver to the Company, and will not keep in his possession, recreate or deliver to anyone else, any and all Company property, as well as all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, photographs, charts, all documents and property, and reproductions of any of the aforementioned items that were developed by Executive pursuant to his employment with the Company, obtained by Executive in connection with his employment with the Company, or otherwise belonging to the Company, its successors or assigns, including, without limitation, those records maintained pursuant to this Agreement.
 
3.4.5            Executive also agrees to keep the Company advised of his home and business address for a period of twelve (12) months after termination of Executive’s employment hereunder, so that the Company can contact Executive regarding his continuing obligations provided by this Agreement.  In the event that Executive’s employment hereunder is terminated, Executive agrees to grant consent to notification by the Company to Executive’s new employer about his obligations under this Agreement.
 
3.5.             Consulting .  During the period that Executive is receiving payments pursuant to subsection 3.4.2 above, Executive shall be available, subject to his other reasonable commitments or obligations made or incurred in mitigation of the termination of his employment, by telephone, email or fax, as a consultant to the Company, without further compensation, to consult with its officers and directors regarding projects and/or tasks as defined by the Board.
 
3.6.             No Duty to Mitigate .  Executive shall not be required to seek other employment or take other action in order to mitigate his damages or to be entitled to any of the payments, benefits, expenses, and stock options above.  The Company shall not be entitled to set off against any such payments, benefits, expenses, and stock options due or any other amounts of money payable to Executive any amounts he earns in other employment or engagement after the termination of his employment with the Company or any amounts that he might or could have earned in other employment or engagement had he sought such other employment or engagement.
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ARTICLE IV.
 
INVENTIONS; CONFIDENTIAL/TRADE SECRET INFORMATION AND RESTRICTIVE COVENANTS
 
4.1.             Inventions .  All processes, technologies and inventions relating to the business of the Company (collectively, “ Inventions ”), including new contributions, improvements, ideas, discoveries, trademarks and trade names, conceived, developed, invented, made or found by Executive, alone or with others, during his employment by the Company, whether or not patentable and whether or not conceived, developed, invented, made or found on the Company’s time or with the use of the Company’s facilities or materials, shall be the property of the Company and shall be promptly and fully disclosed by Executive to the Company.  Executive shall perform all necessary acts (including, without limitation, executing and delivering any confirmatory assignments, documents or instruments requested by the Company) to assign or otherwise to vest title to any such Inventions in the Company and to enable the Company, at its sole expense, to secure and maintain domestic and/or foreign patents or any other rights for such Inventions.
 
4.2.             Confidential/Trade Secret Information/Non-Disclosure .
 
4.2.1             Confidential/Trade Secret Information Defined .  During the course of Executive’s employment, Executive will have access to various Confidential/Trade Secret Information of the Company and information developed for the Company.  For purposes of this Agreement, the term “ Confidential/Trade Secret Information ” is information that is not generally known to the public and, as a result, is of economic benefit to the Company in the conduct of its business, and the business of the Company’s subsidiaries.  Executive and the Company agree that the term “ Confidential/Trade Secret Information ” includes but is not limited to all information developed or obtained by the Company, including its affiliates, and predecessors, and comprising the following items, whether or not such items have been reduced to tangible form (e.g., physical writing, computer hard drive, e-mail, disk, tape, etc.):  all methods, techniques, processes, ideas, research and development, product designs, engineering designs, plans, models, production plans, business plans, add-on features, trade names, service marks, slogans, forms, pricing structures, menus, business forms, marketing programs and plans, layouts and designs, financial structures, operational methods and tactics, cost information, the identity of and/or contractual arrangements with suppliers and/or vendors, accounting procedures, and any document, record or other information of the Company relating to the above.  Confidential/Trade Secret Information includes not only information directly belonging to the Company which existed before the date of this Agreement, but also information developed by Executive for the Company, including its subsidiaries, affiliates and predecessors, during the term of Executive’s employment with the Company.  Confidential/Trade Secret Information does not include any information which (a) was in the lawful and unrestricted possession of Executive prior to its disclosure to Executive by the Company, its subsidiaries, affiliates or predecessors, (b) is or becomes generally available to the public by lawful acts other than those of Executive after receiving it, or (c) has been received lawfully and in good faith by Executive from a third party who is not and has never been an executive of the Company, its subsidiaries, affiliates or predecessors, and who did not derive it from the Company, its subsidiaries, affiliates or predecessors.
 
4.2.2             Restriction on Use of Confidential/Trade Secret Information .  Executive agrees that his/her use of Confidential/Trade Secret Information is subject to the following restrictions for an indefinite period of time so long as the Confidential/Trade Secret Information has not become generally known to the public:
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(i)             Non-Disclosure .  Executive agrees that he will not publish or disclose, or allow to be published or disclosed, Confidential/Trade Secret Information to any person without the prior written authorization of the Company unless pursuant to or in connection with Executive’s job duties to the Company under this Agreement; and
 
(ii)            Non-Removal/Surrender .  Executive agrees that he will not remove any Confidential/Trade Secret Information from the offices of the Company or the premises of any facility in which the Company is performing services, except pursuant to his duties under this Agreement.  Executive further agrees that he shall surrender to the Company all documents and materials in his possession or control which contain Confidential/Trade Secret Information and which are the property of the Company upon the termination of his employment with the Company, and that he shall not thereafter retain any copies of any such materials.
 
4.2.3         Prohibition Against Unfair Competition/ Non-Solicitation of Customers .  Executive agrees that at no time after his employment with the Company will he engage in competition with the Company while making any use of the Confidential/Trade Secret Information, or otherwise exploit or make use of the Confidential/Trade Secret Information. Executive agrees that during the six-month period following the Termination Date, he will not directly or indirectly accept or solicit, in any capacity, the business of any customer of the Company with whom Executive worked or otherwise had access to the Confidential/Trade Secret Information pertaining to the Company’s business with such customer during the last year of Executive’s employment with the Company, or solicit, directly or indirectly, or encourage any of the Company’s customers or suppliers to terminate their business relationship with the Company, or otherwise interfere with such business relationships.
 
4.3.             Non-Solicitation of Employees .  Employee agrees that during the twelve-month period following the Termination Date, he shall not, directly or indirectly, solicit or otherwise encourage any employees of the Company to leave the employ of the Company, or solicit, directly or indirectly, any of the Company’s employees for employment.
 
4.4.             Non-Solicitation During Employment .  During his employment with the Company, Executive shall not: (a) interfere with the Company’s business relationship with its customers or suppliers, (b) solicit, directly or indirectly, or otherwise encourage any of the Company’s customers or suppliers to terminate their business relationship with the Company, or (c) solicit, directly or indirectly, or otherwise encourage any employees of the Company to leave the employ of the Company, or solicit any of the Company’s employees for employment.
 
4.5.             Conflict of Interest .  During Executive’s employment with the Company, Executive must not knowingly engage in any work, paid or unpaid, that creates an actual conflict of interest with the Company.  If the Company or the Executive have any question as to the actual or apparent potential for a conflict of interest, either shall raise the issue formally to the other, and if appropriate and necessary the issue shall be put to the Related Party Transaction Committee for consideration and disposal.
 
4.6.             Breach of Provisions .  If Executive materially breaches any of the provisions of this Article IV, or in the event that any such breach is threatened by Executive, in addition to and without limiting or waiving any other remedies available to the Company at law or in equity, the Company shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, to restrain any such breach or threatened breach and to enforce the provisions of this Article IV.
 
4.7.             Reasonable Restrictions .  The Parties acknowledge that the foregoing restrictions, as well as the duration and the territorial scope thereof as set forth in this Article IV, are under all of the circumstances reasonable and necessary for the protection of the Company and its business
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4.8.             Specific Performance .  Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 1.3, 4.2, 4.3 or 4.4 hereof would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.
 
ARTICLE V.
 
ARBITRATION
 
5.1.             Scope .  To the fullest extent permitted by law, Executive and the Company agree to the binding arbitration of any and all controversies, claims or disputes between them arising out of or in any way related to this Agreement, the employment relationship between the Company and Executive and any disputes upon termination of employment, including but not limited to breach of contract, tort, discrimination, harassment, wrongful termination, demotion, discipline, failure to accommodate, family and medical leave, compensation or benefits claims, constitutional claims; and any claims for violation of any local, state or federal law, statute, regulation or ordinance or common law.  For the purpose of this agreement to arbitrate, references to “Company” include all subsidiaries or related entities and their respective executives, supervisors, officers, directors, agents, pension or benefit plans, pension or benefit plan sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them, and this agreement to arbitrate shall apply to them to the extent Executive’s claims arise out of or relate to their actions on behalf of the Company.
 
5.2.             Arbitration Procedure .  To commence any such arbitration proceeding, the party commencing the arbitration must provide the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims.  In no event shall this notice for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations.  The arbitration will be conducted in a neutral location, by a single neutral arbitrator and in accordance with the then-current rules for resolution of employment disputes of the American Arbitration Association (“ AAA ”).  The Arbitrator and location are to be selected by the mutual agreement of the Parties.  If the Parties cannot agree, the Superior Court will select the arbitrator.  The parties are entitled to representation by an attorney or other representative of their choosing.  The arbitrator shall have the power to enter any award that could be entered by a judge of the trial court of the presiding State, and only such power, and shall follow the law.  The award shall be binding and the Parties agree to abide by and perform any award rendered by the arbitrator.  The arbitrator shall issue the award in writing and therein state the essential findings and conclusions on which the award is based.  Judgment on the award may be entered in any court having jurisdiction thereof.  Each Party in the arbitration hearing shall bear its own costs of the arbitration filing and hearing fees and the losing Party shall bear the cost of the arbitrator.
 
ARTICLE VI.
 
MISCELLANEOUS
 
6.1.             Binding Effect; Assignment .  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, heirs, successors and assigns.  Executive may not assign any of his rights or obligations under this Agreement.  The Company may assign its rights and obligations under this Agreement to any successor entity with the written agreement of the Executive.
 
6.2.             Notices .  Any notice provided for herein shall be in writing and shall be deemed to have been given or made (a) when personally delivered or (b) when sent by telecopier and confirmed within 48 hours by letter mailed or delivered to the party to be notified at its or his address set forth herein; or three (3) days after being sent by registered or certified mail, return receipt requested (or by equivalent currier with delivery documentation such as FEDEX or UPS) to the address of the other party set forth or to such other address as may be specified by notice given in accordance with this section 6.2:
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If to the Company :
Vertex Energy, Inc.
1331 Gemini , Suite 103
Houston, Texas 77058
Telephone: 866-660-8156
Facsimile: 281-754-4185
Attention: Benjamin P. Cowart
 

If to the Executive:
Matthew Lieb
XXX XXXXXXXXXX XXX XX
XXXXX XXXXXX, XXXXXXXXXX XXXXX
 
Telephone: XXX XXX XXXX
Facsimile: XXX XXX XXXX
Attention: Matthew Lieb
 

6.3.             Severability .  If any provision of this Agreement, or portion thereof, shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall attach only to such provision or portion thereof, and shall not in any manner affect or render invalid or unenforceable any other provision of this Agreement or portion thereof, and this Agreement shall be carried out as if any such invalid or unenforceable provision or portion thereof were not contained herein.  In addition, any such invalid or unenforceable provision or portion thereof shall be deemed, without further action on the part of the parties hereto, modified, amended or limited to the extent necessary to render the same valid and enforceable.
 
6.4.             Waiver .  No waiver by a Party of a breach or default hereunder by the other party shall be considered valid, unless expressed in a writing signed by such first party, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or any other nature.
 
6.5.             Entire Agreement .  This Agreement, including the Exhibits hereto, sets forth the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements between the Company and Executive, whether written or oral, relating to any or all matters covered by and contained or otherwise dealt with in this Agreement.
 
6.6.             Amendment .  No modification, change or amendment of this Agreement or any of its provisions shall be valid, unless in writing signed by the Parties and approved by the Compensation Committee.
 
6.7.             Authority .  The Parties each represent and warrant that it/he has the power, authority and right to enter into this Agreement and to carry out and perform the terms, covenants and conditions hereof.
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6.8.             Attorneys’ Fees .  If either party hereto commences an arbitration or other action against the other party to enforce any of the terms hereof or because of the breach by such other party of any of the terms hereof, the prevailing party shall be entitled, in addition to any other relief granted, to all actual out-of-pocket costs and expenses incurred by such prevailing party in connection with such action, including, without limitation, all reasonable attorneys’ fees, and a right to such costs and expenses shall be deemed to have accrued upon the commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.
 
6.9.             Captions .  The captions, headings and titles of the sections of this Agreement are inserted merely for convenience and ease of reference and shall not affect or modify the meaning of any of the terms, covenants or conditions of this Agreement.
 
6.10.           Governing Law .  This Agreement, and all of the rights and obligations of the Parties in connection with the employment relationship established hereby, shall be governed by and construed in accordance with the substantive laws of the State of Texas without giving effect to principles relating to conflicts of law.
 
6.11.           Survival .  The termination of Executive’s employment with the Company pursuant to the provisions of this Agreement shall not affect Executive’s obligations to the Company hereunder which by the nature thereof are intended to survive any such termination, including, without limitation, Executive’s obligations under Section 1.3 and Article IV of this Agreement.
 
6.12.           Termination of this Agreement.   Either Party may terminate this Agreement in the event that the Effective Date has not occurred by June 30, 2009.
 
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
 

“COMPANY”
VERTEX ENERGY, INC.,
a Nevada corporation
 
 
By:  /s/ Benjamin P. Cowart
Name: Benjamin P. Cowart
Title: President
 
 
 
“EXECUTIVE”
/s/ Matthew Lieb
Matthew Lieb
 
 
 
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EXHIBIT A
 
 
1.
Executive shall report to the Chairman and CEO and work closely with the management team.

 
2.
Executive shall serve as Chief Operating Officer.

 
3.
Will develop Company structure, organization, personnel, systems consistent to accommodate the Company’s expected rapid growth.

 
4.
Operations

 
a.
Responsible for the effective operational management of the Company including full responsibility for the Company’s profit and loss statement.

 
b.
Will establish appropriate operating metrics and reporting systems for managers and divisions which enable top management to understand the performance and trends in each business unit.

 
c.
Will develop a “dashboard reporting system” which compiles and monitors weekly or daily operating performance into a simple to consume numerical and graphic format.

 
5.
Strategy and Acquisitions

 
a.
Shall work closely with management team to develop and implement corporate growth strategy.

 
b.
Will document and communicate Vertex strategy for external and internal audiences.

 
c.
Shall work closely with the acquisition team and will lead all general screening and due diligence efforts on potential acquisitions.  Also will assist in the proper structuring and financing of acquisition transactions.  Will lead certain acquisition efforts and will develop a system for rapidly screening and performing diligence on potential acquisitions.

 
d.
Will lead all post-merger integration efforts to incorporate acquisitions into Vertex systems as quickly and seamlessly as possible.

 
6.
Financial Operations

 
a.
Responsible for the hiring, staffing, training and management of the financial accounting and financial planning units of the Company.

 
b.
Will organize the financial operations of the Company to ensure the accurate and zero-defect public reporting process for compliance with all aspects of Sarbanes-Oxley Act and Section 404 compliance.

 
c.
Will manage the financial planning and analysis unit to develop budgets and cash requirements to execute the Vertex Growth Plan.

 
7.
Vertex Thermo-Chemical Process and Project Development
     
 
a.
Will gain detailed understanding of the Vertex Thermo-Chemical process(es) and lead the efforts to commercialize the technology and developing a repeatable process for multi-site rollout.

 
b.
Will produce a plan to maximize the effectiveness and rapid delivery of the T-C process expansion in Baytown, Texas.  This includes, but is not limited to:

 
i.
Proper process engineering and specifications.

 
ii.
Technical steps and applied research to improve the throughput and finished goods quality.

 
iii.
Providing robust protection of Vertex’s intellectual property.

 
iv.
A rough strategy for the market-by-market rollout of the Vertex T-C process(es) for rapid nationwide deployment.  This will be integrated with the Acquisition Plan to maximize Vertex effectiveness and speed to market.

 
c.
Responsible for managing the diligence activities on any project development opportunities that the Company considers.
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EXHIBIT B
 

 
 

 
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Exhibit 10.8
LETTER LOAN AGREEMENT
May, 26 2009

 
VERTEX ENERGY, INC.
1331 Gemini, Suite 103
Houston, TX 77058
Attn: Benjamin P. Cowart

 
Gentlemen:
 
Pursuant to our prior discussions, this Letter Loan Agreement will serve to set forth the terms of the financing agreement by and between VERTEX ENERGY, INC., a Nevada corporation ("Borrower") and REGIONS BANK, an Alabama state bank corporation (the "Lender"):
 
1. Loans. Subject to the terms and conditions set forth in this Letter Loan Agreement (this "Loan Agreement") and the other agreements, instruments, and documents executed and delivered in connection herewith and pursuant hereto (collectively, together with this Loan Agreement, referred to hereinafter as the "Loan Documents"). Lender and Borrower hereby agree as follows:
 
(a) Borrowing Base Loan. Lender agrees to lend to Borrower, and Borrower agrees to borrow from Lender, from time to time, an amount (the "Borrowing Base") up to (i) 80% of the net amount of Eligible Accounts (as defined below), plus (ii) 50% of the net amount of Eligible Inventory (as defined below) up to a maximum of $1,750,000.00; provided, however, the total of such loan (the "Borrowing Base Loan") shall not to exceed in the aggregate at any one time $3,500,000.00. In the event that, at any time, the aggregate amount of indebtedness outstanding shall exceed the Borrowing Base, Borrower agrees to immediately repay to Lender the amount necessary to cause the outstanding balance of the Borrowing Base Loan to be no more than the Borrowing Base. Advances of the Borrowing Base Loan shall be utilized by Borrower solely for working capital. Provided that Borrower shall comply with the covenants contained in this Loan Agreement and the other Loan Documents, the Borrowing Base Loan shall be extended to Borrower until three hundred sixty-four (364) days after the date of this Loan Agreement (the "Borrowing Base Termination Date"), at which time all sums advanced hereunder shall be due and payable in full. Within the limits of this paragraph, Borrower may borrow, repay and re-borrow hereunder in accordance with the terms of this Loan Agreement. Borrower shall give Lender not less than 2 Business Days' prior notice of each requested advance specifying (i) the aggregate amount of such requested advance, and (ii) the requested date of such advance.
 
As used in this Loan Agreement, the term "Eligible Accounts" shall mean an amount equal to the aggregate net invoice or ledger amount owing on all trade accounts receivable for goods sold or leased or services rendered in the ordinary course of business, upon which Borrower's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever and in which Lender has a perfected, first priority lien, after deducting (without duplication): (a) each such account that is unpaid 90 days or more after the original invoice date thereof, (b) the amount of all returns, discounts, allowances, rebates, credits and adjustments to such accounts, (c) that portion of any account which constitutes a pre-billing or a "billed and hold," or a credit memo balance, service charge, or finance charge, together with the amount of all contra accounts, setoffs, claims, defenses or counterclaims asserted by or available to the account debtors, (d) all accounts with respect to which goods are placed on consignment or subject to a guaranteed sale or other terms by reason of which payment by the account debtor may be conditional, (e) that portion of any account which represents interim or progress billings, all accounts with respect to which a payment and/or performance bond has been furnished, and that portion of any accounts billed for or representing retainage, if any, until all prerequisites to the immediate payment of such accounts have been satisfied, (f) all accounts owing by account debtors for which there has been instituted a proceeding in bankruptcy or reorganization under the United States Bankruptcy Code or other law, whether state or federal, now or hereafter existing for relief of debtors, (g) all accounts owing by affiliates, subsidiaries, or employees, (h) all accounts in which the account debtor is any state or municipal government, a Native American sovereign nation, the United States government, or any department, agency, or instrumentality of the United States, except to the extent an acknowledgment of assignment to Lender of such account in compliance with the Federal Assignment of Claims Act and other applicable laws has been received by Lender, (i) all accounts due by any account debtor whose principal place of business is located outside the United States of America and its territories, unless covered by credit insurance or a letter of credit acceptable to Lender, (j) all accounts subject to any provisions prohibiting assignment or requiring notice of or consent to such assignment, (k) unless otherwise agreed by Lender, that portion of all account balances owing by any single account debtor which exceeds 35% of the aggregate of all accounts owing by all account debtors, and (1) any other accounts deemed unacceptable by Lender in its sole and absolute discretion; provided, however, if more than 10% of the then balance owing by any single account debtor does not qualify as an Eligible Account under the foregoing provisions, then the aggregate amount of all accounts owing by such account debtor shall be excluded from Eligible Accounts.

As used in this Loan Agreement, the term "Eligible Inventory" shall mean the aggregate value of all inventory of raw materials and finished goods (excluding work-in- process and packaging materials, supplies and any advertising costs capitalized into inventory) then owned by, and in the possession or under the control of, Borrower and held for sale or disposition in the ordinary course of business, in which Lender has a perfected, first priority lien valued at the lower of cost or market value. Eligible Inventory shall not include (a) inventory which is damaged, defective, obsolete, or otherwise unsaleable in the ordinary course of Borrower's business, (b) inventory which has been returned or rejected, (c) inventory that has been shipped or delivered to a customer on consignment, on a sale or return basis or on the basis of any similar understanding, (d) inventory with respect to which a claim exists disputing Borrower's title to or right to possession of such inventory, (e) inventory that is not in good condition or does not comply with applicable laws, rules, or regulations or the standards imposed by any governmental authority with respect to its manufacture, use or sale, and (f) inventory that Lender, in its sole discretion, has determined to be unmarketable.
 
(b)          $1.600.000.00 Loan. Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender, a single advance loan in an amount up to $1,600,000.00 (the "$1.600.000.00 Loan"). The $1,600,000.00 Loan proceeds will be funded on the date hereof and used by Borrower to pay off the indebtedness evidenced by Regions Bank notes 01-4330000759-9001 and 01-4330001028-9001, the obligation to repay which has been assumed by Borrower. Any amounts unadvanced under the $1,600,000.00 Loan on the date hereof for such purpose shall not be available for subsequent advances. Borrower may not repay and subsequently reborrow any portion of the $1,600,000.00 Loan. The $1,600,000.00 Loan shall be due and payable on the day that is three hundred sixty-four (364) days after the date of this Loan Agreement (the "$1.600.000.00 Loan Maturity Date").
 
(c)            $500.000.00 Equipment Guidance Line. Upon the request of Borrower pursuant to this clause (c), Lender agrees to consider making loans to and/or entering into leases with Borrower for the purchase by Borrower, or purchase by Lender and simultaneous lease to Borrower, of equipment to be utilized by Borrower in the ordinary course of its business (the "$500.000.00 Equipment Guidance Line").    At no time may the sum of the aggregate original principal amount of all loans under the $500,000.00 Equipment Guidance Line and the aggregate purchase price to Lender of all leases entered into under the $500,000.00 Equipment Guidance Line exceed $500,000.00.
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(d)            Letter(s) of Credit.    Provided that no Default (as defined below) or Event of Default (as defined below) has occurred and is then existing, at the written request of Borrower, delivered at least seven (7) Business Days before the requested issuance date, Lender shall issue irrevocable commercial or standby letter(s) of credit (the "Letter(s) of Credit"), for the account of Borrower, subject to the following conditions:
 
(i) The aggregate face amount of all outstanding Letters of Credit (including the amount of the requested Letter of Credit), plus the outstanding balance of the Borrowing Base Loan, shall not exceed the lesser of (a) the Borrowing Base, or (b) the principal amount of the Borrowing Base Loan.
 
(ii) Borrower shall pay an annual administrative fee for the issuance of each Letter of Credit equal to the greater of $1,000.00, or 2.75% of the amount of the Letter of Credit per annum (based upon the number of days the Letter of Credit is to be outstanding) to compensate Lender for its ongoing obligations with respect to the requested Letter of Credit.
 
(iii) The expiration date of the requested Letter of Credit shall not exceed the Borrowing Base Termination Date.
 
(iv) Borrower shall have executed and delivered to Lender a letter of credit application and all other documents required by Lender in connection with the issuance of the Letter of Credit, each of which shall be in form and substance satisfactory to Lender in its sole discretion.
 
Without limiting any of the foregoing, if, in any case, Borrower does not provide Lender with funds in the amount and on the date necessary to settle Lender's obligation under any draft drawn under any Letter of Credit, Lender shall make, and Borrower shall accept, an advance by Lender to Borrower and/or Borrower under the Borrowing Base Loan and this Loan Agreement as of the day and time such drafts are paid by Lender and in the amount of the drafts so paid. In case of any conflict between the terms of any letter of credit application with respect to any Letter of Credit and the terms hereof, the terms of this Loan Agreement shall control, except to the extent the letter of credit application states that certain specified provisions thereof control, in which case those specified provisions of the letter of credit application shall control.
 
The Borrowing Base Loan, $1,600,000.00 Loan and any loans, advances or leases outstanding pursuant to the $500,000.00 Equipment Guidance Line are sometimes referred to hereinafter collectively as the "Loans". The Loans shall be evidenced by one or more promissory notes (herein collectively called, together with any renewals, extensions and increases thereof, the "Notes") and, in the case of leases under the $500,000.00 Equipment Guidance Line, leases between Lender and Borrower, all in form and substance acceptable to Lender. Accrued and unpaid interest on advances under the Borrowing Base Loan and the $1,600,000.00 Loan shall be due and payable on the day that is one (1) month after the date of this Loan Agreement, and on the same day of each succeeding month. All outstanding principal of and accrued and unpaid interest on the Borrowing Base Loan shall be due and payable on the Borrowing Base Termination Date. All outstanding principal of and accrued and unpaid interest on the $1,600,000.00 Loan shall be due and payable on the $1,600,000.00 Loan Maturity Date. All payments under loans and/or leases entered into under the $500,000.00 Equipment Guidance Line shall be due at the times set forth in the documents entered into in connection with such loan or lease.
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2.          Interest.
 
(a)            Borrowing Base Loan.     The Borrowing Base Loan shall bear interest at the greater of (i) five percent (5.00%) per annum or (ii) the Adjusted LIBO Rate plus four percent (4.00%) per annum.
 
(b)            $1.600.000.00 Loan. The $ 1,600,000.00 Loan shall bear interest at the greater of (i) five percent (5.00%) per annum or (ii) the Adjusted LIBO Rate plus one and one-half percent (1.50%) per annum.
 
(c)            $500.000.00 Equipment Guidance Line.    All loans outstanding pursuant to the $500,000.00 Equipment Guidance Line shall bear interest at the rate or rates provided in the documentation evidencing such loans.
 
(d)            Default Rate.    Notwithstanding the foregoing, to the extent permitted under applicable law, upon the occurrence of an Event of Default, and after maturity, the Loans shall bear interest, after as well as before judgment, at a rate per annum equal to five percent (5.00%) plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section.
 
(e)            Computation of Interest. All interest hereunder shall be computed on the basis of a year of 360 days, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).   The applicable Adjusted LIBO Rate shall be determined by Lender and such determination shall be conclusive absent manifest error.
 
(f)            Alternate Rate of Interest.    If Lender determines (which determination shall be conclusive absent manifest error) that (a) adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, or (b) the Adjusted LIBO Rate will not adequately and fairly reflect the cost to Lender of making or maintaining the applicable Loans, then Lender shall determine a suitable alternative for the Adjusted LIBO Rate and shall give notice thereof to Borrower by telephone or telecopy as promptly as practicable thereafter, which alternative shall remain in effect until Lender notifies Borrower that the circumstances giving rise to such notice no longer exist.
 
(g)            Increased Costs of Making or Maintaining LIBOR Loans. If any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate), or (ii) impose on Lender or the London interbank market any other condition affecting this Loan Agreement or the Loans, and the result of any of the foregoing shall be to increase the cost to Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by Lender hereunder (whether of principal, interest or otherwise), then
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Borrower will pay to Lender such additional amount or amounts as will compensate Lender for such additional costs incurred or reduction suffered.
 
(h) Capital Adequacy. If Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on Lender's capital or on the capital of Lender's holding company, if any, as a consequence of this Loan Agreement or the Loans made by Lender to a level below that which Lender or Lender's holding company could have achieved but for such Change in Law (taking into consideration Lender's policies and the policies of Lender's holding company with respect to capital adequacy), then from time to time Borrower will pay to Lender such additional amount or amounts as will compensate Lender or Lender's holding company for any such reduction suffered.
 
(i) Certificate of Amounts Due. A certificate of Lender setting forth the amount or amounts necessary to compensate Lender or its holding company, as the case may be, as specified in paragraph (g) or (h) of this Section shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
 
(j) Delay in Demand For Compensation. Failure or delay on the part of Lender to demand compensation pursuant to this Section shall not constitute a waiver of Lender's right to demand such compensation.
 
(k) No Deduction For Taxes. Any and all payments by or on account of any obligation of Borrower hereunder shall be made free and clear of and without deduction for any taxes; provided that if Borrower shall be required to deduct any taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this paragraph) Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions and (iii) Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
 
(1) Borrower Indemnity. Borrower shall indemnify Lender, within 10 days after written demand therefor, for the full amount of any taxes paid by Lender on or with respect to any payment by or on account of any obligation of Borrower hereunder (including taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by Lender shall be conclusive absent manifest error.
 
(m) As used in this Loan Agreement the following terms shall have the following meanings:
 
(i) "Adjusted LIBO Rate" means (1) from the date of this Loan Agreement through May 31, 2009, 0.35375% per annum and (2) for each month, commencing June, 2009, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for the first day of such month multiplied by (b) the Statutory Reserve Rate.
 
(ii) "Business Day" means a day on which the office of Lender at which payments under this Loan Agreement are to be made is open for business.
 
(iii) "Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Loan Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Loan Agreement or (c) compliance by Lender with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Loan Agreement.
 
(iv) "Governmental Authority" means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
 
(v) "LIBO Rate" means, for any day, the rate for deposits in U.S. dollars for a one month period which appears on Telerate Page 3750 as of 11:00 a.m., London, England time on the day (the "Pricing Date") that is two LIBOR Business Days preceding such day, as such rate is published on the Business Day next following the Pricing Date in the Money Market Section of the Wall Street Journal. If such rate cannot be so determined for any reason, Lender will request the principal London office of at least two banks to provide a quotation of its rate for deposits in U.S. dollars for a one moth period commencing two LIBOR Business Days after the date of such request and the LIBO Rate will be the arithmetic mean of such quotations.
 
(vi) "LIBOR Business Day" means a day on which the office of Lender at which payments under this Loan Agreement are to be made is open for business and on which dealings in U.S. dollar deposits are carried out in the London interbank market.
 
(vii) "Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System of the United States of America to which Lender is subject for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of such Board of Governors). Such reserve percentages shall include those imposed pursuant to such Regulation D. Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
 
3. Collateral. As collateral and security for the Loans, and any and all other indebtedness or obligations from time to time owing by Borrower to Lender, Borrower shall grant, or cause the owner thereof to grant, to Lender, its successors and assigns, a lien and security interest (which shall be a first and prior lien and security interest therein), in and to the following described property, together with any and all products and proceeds thereof (collectively, the "Collateral"):
 
(a) Personal Property. All of Borrower's present and future accounts, inventory, equipment, fixtures, chattel paper, documents, instruments, investment property, general intangibles and other personal property.
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(b)        Certificates of Deposit. One or more certificates of deposit, aggregating at least $1,600,000.00 in face value, issued by Bank to Borrower.
 
4.            Commitment Fee: Unused Fee.
 
(a)           On the date hereof, Borrower shall pay to Lender commitment fees of $ 17,500.00 in connection with the Borrowing Base Loan and $4,000.00 in connection with the $1,600,000.00 Loan.   The commitment fees are in addition to all principal, interest, attorney's fees, and other amounts which may become due from Borrower to Lender on or in connection with the Loans. Commitment fees with respect to loans and leases under the $500,000.00 Equipment Guidance Line, and payment terms thereof, shall be determined at the time the documents evidencing such loan or lease are executed.
 
(b)           Borrower shall pay to Lender an unused fee equal to the product of (i) the daily average amount of the Unused Revolver Commitment times (ii) a per annum percentage equal to 0.35%. Such unused fee shall accrue from and including the date of this Loan Agreement to and including the Borrowing Base Termination Date.  Unused fees shall be determined quarterly in arrears and shall be payable on the last day of each calendar quarter and on the Borrowing Base Termination Date, provided that should the Borrowing Base Loan be terminated at any time prior to the Borrowing Base Termination Date for any reason, the entire accrued and unpaid unused fee shall be paid on the date of such termination.   As used herein, the term "Unused Revolver Commitment" means, at any date, an amount equal to $3,500,000.00 less the outstanding principal amount of the Borrowing Base Loan on such date.
 
5.            Collateral Documents.    Prior to or contemporaneously with the closing of the Loans, Borrower shall deliver, or cause to be delivered, to Lender, in addition to the Notes, the following agreements, documents and instruments (sometimes collectively referred to hereinafter as the "Collateral Documents"):
 
(a)           Security Agreement in the form required by Lender.
 
(b)           Lockbox Agreement in the form required by Lender.
 
(c)           Subordination Agreements executed by such persons, and in such form, as required by Lender.
 
(d)           Such UCC-1 financing statements as may be required by Lender.
 
(e)           A Notice of Final Agreement.
 
(f)            Resolutions of Borrower, in the form required by Lender authorizing Borrower to enter into the transactions contemplated under this Loan Agreement and the other Loan Documents.
 
(g)           Such other agreements, instruments, documents, and certificates as may be requested by Lender to evidence the Loans and to grant and perfect a lien and security interest in the Collateral.
 
6.             Representations and Warranties.    Borrower hereby represents and warrants, and upon each request for an advance under the Loans (if any), further represents and warrants, as follows:
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(a)            Corporate Existence. Borrower is a Nevada corporation, duly organized, validly existing, and is in good standing under the laws of the state of its formation and is duly qualified and in good standing under the laws of the State of Texas and all other states where it is doing business, and has all requisite power and authority to execute and deliver this Loan Agreement and the other Loan Documents.
 
(b)            Authorization.       The   execution,   delivery,   and  performance   of this   Loan Agreement and all of the other Loan Documents have been duly authorized by all necessary action of Borrower, and constitute legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors' rights and except to the extent specific remedies may generally be limited by equitable principles.
 
(c)            Authority. The execution, delivery and performance of this Loan Agreement and the other Loan Documents, and the consummation of the transactions contemplated hereby and thereby, do not conflict with, result in a violation of, or constitute a default under (i) any provision of Borrower's governing agreements or instruments, or (ii) any law, governmental regulation, court decree, or order applicable to Borrower, or require the consent, approval or authorization of any third party.
 
(d)            Financial Condition.     Each financial statement supplied by or on behalf of Borrower to Lender was prepared in accordance with generally accepted accounting principles, consistently applied, in effect on the date such statements were prepared and truly discloses and fairly presents the financial condition as of the date of each such statement, and there has been no material adverse change in such financial condition or results of operations subsequent to the date of the most recent financial statement supplied to Lender.
 
(e)            Litigation.     There are no actions, suits or proceedings pending or, to the knowledge of Borrower, threatened against or affecting Borrower or the properties of Borrower, before any court or governmental department, commission or board, which, if determined adversely to Borrower, (i) would subject Borrower to any liability not fully covered by insurance, or (ii) would have a material adverse effect on the financial condition, properties, or operations of Borrower, or its ability to perform its obligations under this Loan Agreement.
 
(f)            Tax Returns.    Borrower has filed all federal, state and local tax reports and returns, if any, required by any law or regulation to be filed by it and has either duly paid all taxes, duties and charges, if any, indicated due on the basis of such returns and reports, except those being contested in good faith by appropriate proceeding, or made adequate provision for the payment thereof, and the assessment of any material amount of additional taxes in excess of those paid and reported is not reasonably expected.
 
(g)            No Material Changes.    There is no fact known that has not been disclosed to Lender in writing which may result in any material adverse change in Borrower's business, properties or operations. No certificate or statement herewith or heretofore delivered to Lender in connection herewith, or in connection with any transaction contemplated hereby, contains any untrue statement of a material fact or fails to state any material fact necessary to keep the statements contained therein from being misleading. Borrower is not in default and no event or circumstance has occurred which, except for the passage of time or the giving of notice, or both, would constitute a default under any loan or credit agreement, mortgage, deed of trust, security agreement or other agreement or instrument.   Since the date of the last financial statements delivered to Lender, neither the business nor the assets or properties of Borrower have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition, or taking of property or cancellation of contracts, permits or concessions by any domestic or foreign government or any agency thereof or by acts of God.
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(h) Ownership of Assets. Borrower owns all of the assets reflected on its most recent balance sheet free and clear of all liens, security interests or other encumbrances, except as previously disclosed in writing to Lender.
 
(i) Governmental Authority. Borrower, (i) is not in violation of any law, judgment, decree, order, ordinance, or governmental rule or regulation, or (ii) has not failed to obtain any license, permit, franchise or other governmental authorization necessary to the ownership of any assets or properties or the conduct of business.
 
(j) Principal Office. The principal office of Borrower, as well as the place at which Borrower keeps its books and records, is the address to which this Loan Agreement is addressed.
 
7.            Representation in Request for Advance.    Each request for an advance hereunder shall constitute, a representation and warranty by Borrower that, as of the date of such request, (a) all of the representations and warranties of Borrower contained in this Loan Agreement and the other Loan Documents are true and correct, and (b) no Default or Event of Default has occurred and is continuing, or would result from the requested advance.  All representations and warranties made by Borrower in this Loan Agreement shall survive delivery of the Loan Documents and the making of the Loans.
 
8.            Conditions Precedent to the Loans. Any obligation of Lender to make the Loans shall be subject to the complete and continuing satisfaction, on or before the date hereof, of the following conditions precedent:
 
(a)            Loan Documents.    Borrower and any other person or entity required to do so shall have executed and delivered to Lender the Loan Documents to which they are a party and any and all other documents reasonably required or requested by Lender to give effect to the transactions contemplated by this Loan Agreement, all in form and substance satisfactory to Lender and its counsel.
 
(b)            Legal Opinion. If requested, Lender shall have received the favorable opinion, in form and substance satisfactory to it, of counsel to Borrower, with respect to (i) the matters set forth in paragraphs 6(a), (b), (c) and (e) hereof, (ii) to the effect that the Loans are not usurious, and (iii) such other matters as Lender or its counsel may reasonably request.
 
(c)            Additional Agreements.     Lender shall have received such other agreements, instruments, documents and certificates incidental and appropriate to the transaction provided for herein as Lender or its counsel may reasonably request.
 
9.            Conditions Precedent to Future Advances.    Lender's obligation to make any advance under this Loan Agreement and the other Loan Documents shall be, in addition to the conditions precedent set forth in Section 8 hereof, subject to the additional conditions precedent that, as of the date of such advance and after giving effect thereto, (a) all representations and warranties made to Lender by Borrower in this Loan Agreement and the other Loan Documents shall be true and correct, as of and as if made on such date; (b) no material adverse change in Borrower's financial condition since the effective date of the most recent financial statements furnished to Lender by Borrower shall have occurred and be continuing; and (c) Lender has received a Request for Advance from Borrower, such request for an advance on the Borrowing Base Loan to be in the form of Exhibit "A", or such other form acceptable to Lender.
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10. Affirmative Covenants. Until the Loans and all other obligations and liabilities of Borrower under this Loan Agreement and the other Loan Documents are fully paid and satisfied, Borrower agrees and covenants that it will, unless Lender shall otherwise consent in writing:
 
(a)            Accounts and Records.     Maintain its books and records in accordance with generally accepted accounting principles, applied on a consistent basis, and permit Lender to examine, audit and make and take away copies or reproductions of Borrower's books and records, at all reasonable times.
 
(b)            Payments of Obligations. Pay and discharge when due all of its indebtedness and obligations, including without limitation, all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits; provided, however, Borrower will not be required to pay and discharge any such assessment, tax charge, levy, lien or claim as long as (i) the legality of the same shall be contested in good faith by appropriate judicial, administrative or other legal proceedings, and (ii) Borrower shall have established on its books adequate reserves with respect to such contested assessment, tax, charge, levy, lien or claim in accordance with generally accepted accounting principles, consistently applied.
 
(c)            Compliance with Laws. Conduct its business in an orderly and efficient manner consistent with good business practices, and perform and comply with all statutes, rules, regulations and/or ordinances imposed by any governmental unit upon Borrower and its businesses and operations.
 
(d)            Insurance.     Maintain insurance, including but not limited to, fire insurance, comprehensive property damage, public liability, worker's compensation, business interruption, and other insurance necessary or required by Lender. On the date hereof, and at other times upon request of Lender, Borrower will furnish or cause to be furnished to Lender from time to time a Certificate of Insurance describing the insurance coverages maintained by Borrower, in form and substance satisfactory to Lender, and if requested will furnish Lender with copies of the applicable policies.
 
(e)            Right of Inspection.    Permit such persons as Lender may designate to visit its properties and installations and examine, audit and make and take away copies of its books and records, as Lender may reasonably desire, including field audits to be conducted at Borrower's expense as Lender deems necessary.
 
(f)            Cure of Defect. Promptly cure any defects in the execution and delivery of any of the other Loan Documents and all other instruments executed in connection with this transaction.
 
(g)            Additional Documentation.    Execute and deliver, or cause to be executed and delivered, any and all other agreements, instruments or documents which Lender may reasonably request in order to give effect to the transactions contemplated under this Loan Agreement and the other Loan Documents.
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(h) Legal Existence. Do or cause to be done all things necessary to preserve and keep in full force and effect each Borrower's existence in good standing.
 
(i) Maintenance of Assets. Maintain all of its material assets, both real and personal, used in the conduct of its business, in good condition, repair and working order, and supplied with all necessary equipment, and cause to be made all necessary repairs, renewals, replacements and improvements thereof and thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.
 
(j) Notice of Matters. Promptly inform Lender of (i) any and all material or adverse changes in its financial condition, (ii) all claims which could materially affect its financial condition, (iii) after the commencement thereof, notify Lender of all actions, suits, and proceedings before any court or any governmental department, commission, or board, and (iv) of the creation, occurrence, or assumption of any actual or contingent liabilities not permitted under this Loan Agreement.
 
(k) Primary Depository Relationship: Lockbox. Borrower shall establish and maintain its primary operating account(s) with Lender. Borrower agrees to deposit all proceeds of the Collateral into a Lockbox Account maintained with Lender. In furtherance and not in limitation of the foregoing, Borrower shall (a) execute a Lockbox Agreement with Lender, (b) notify, or cause to be notified, all obligors of any Collateral to forward all remittances to the Lockbox Account in accordance with such Lockbox Agreement and (c) pay all costs of such Lockbox Account, including set up and administration thereof.
 
(1) Subordination Agreements. All indebtedness of Borrower to any affiliate of Borrower (or any person related to any affiliate of Borrower) shall be subordinated to the Loans and all other indebtedness of Borrower to Lender in a manner satisfactory to Lender. Any indebtedness of Borrower so subordinated is referred to herein as "Subordinated Debt".
 
(m) Methods of Payment. All payments due on the Loans shall be made pursuant to an automatic debit process linked to Borrower's accounts with Lender.
 
11. Financial Covenants. Until the Loans and all obligations and liabilities of Borrower under this Loan Agreement and the other Loan Documents are fully paid and satisfied, Borrower, and Guarantor to the extent that the stated action or information specifically relates to the Guarantor, agrees and covenants that it will maintain the following financial covenants unless Lender shall otherwise consent in writing:
 
(a)            Minimum Tangible Net Worth.   Borrower shall maintain, as of the end of each month, a Tangible Net Worth of at least $1,500,000.00, increasing by 50% of Borrower's net income for each fiscal year, commencing with respect to fiscal year 2009.
 
(b)            Liabilities/Tangible Net Worth Ratio.   Borrower will maintain, as of the end of each month, a ratio of (i) total liabilities (excluding any Subordinated Debt) to (ii) Tangible Net Worth of not greater than 4.0 to 1.0.
 
(c)            Debt Service Coverage Ratio.    Borrower will maintain, as of the end of each month, commencing the end of the month in which the first anniversary of this Loan Agreement occurs, a ratio of (a) EBITDA for the preceding twelve (12) months to (b) CMLTD plus interest expense for the preceding twelve (12) months of not less than 1.5 to 1.0.
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(d)            Funded Bank Debt Ratio. Borrower will maintain, as of the end of each month, a ratio of (a) Funded Bank Debt as of the last day of such month to (b) EBITDA for the preceding twelve (12) months (annualized for the first twelve (12) months for which this ratio is tested) of not greater than 3.5 to 1.0.
 
(e)            Minimum Liquidity.    Borrower shall maintain, as of the end of each month, unencumbered liquid assets (as reasonably determined by Lender) of at least $1,500,000.00.
 
As used herein, (a) the term "CMLTD" means that portion of Borrower's long term debt and capital leases maturing or scheduled to be paid in the prior period, (b) the term "Tangible Net Worth" means the total assets bearing on the asset side of a balance sheet of Borrower, in accordance with GAAP, less the sum of (i) total debt and (ii) the sum of the aggregate amount owing from any officers, stockholders or other affiliates of Borrower and (iii) the aggregate amount of any intangible assets of Borrower, including goodwill, franchises, licenses, patents, trademarks, trade names, copyrights, service marks and brand names, (c) the term "EBITDA" means net income before tax, interest expense (net of capitalized interest expense), depreciation expense, and amortization expense and (d) the term "Funded Bank Debt" means all indebtedness of Borrower to Lender or any other bank, savings bank, investment bank, insurance company, equity fund, hedge fund or other financial institution, including without limitation the Loans. Unless otherwise specified, all accounting and financial terms and covenants set forth above are to be determined according to generally accepted accounting principles, consistently applied ("GAAP").
 
12.          Negative Covenants. Until the Loans and all other obligations and liabilities of Borrower under this Loan Agreement and the other Loan Documents are fully paid and satisfied, Borrower will not, without the prior written consent of Lender:
 
(a)            Nature of Business: Change of Management or Operation.    Make any material change in the nature of its business as carried on as of the date hereof, including, but not limited to, any material change in the management or operation of its business.
 
(b)            Liquidations: Mergers: Consolidations. Liquidate, merge, or consolidate with or into any other entity.
 
(c)            Acquisition of Stock or Other Assets.    Purchase or otherwise acquire all or substantially all the assets of, or any capital stock or other equity interest in, any other entity.
 
(d)            Sale of Assets.     Sell, transfer or otherwise dispose of any of its assets or properties, other than in the ordinary course of business.
 
(e)            Liens.   Create, incur, assume or permit to exist any lien or encumbrance on any of its assets or properties, including the Collateral, whether voluntary or involuntary.
 
(f)            Transfer of Ownership.     Permit the sale or other transfer of any ownership interest in Borrower.
 
(g)           Indebtedness.   Borrower shall not create, incur, or assume any indebtedness for borrowed money or issue or assume any other note, debenture, bond or other evidences of indebtedness, including any capital lease obligations, other than (i) borrowings from Lender, or (ii) other indebtedness or obligations outstanding which do not at any time exceed $500,000.00 in the aggregate.
 
(h)          Loans. Borrower shall not make any loan to any person or entity, including any of its directors, officers, employees, stockholders, or any investments or ventures associated therewith, or guarantee any indebtedness or obligation of any other person or entity.
 
(i)           Capital Expenditures. Borrower will not make capital expenditures (other than through the $500,000.00 Equipment Guidance Line) in excess of $350,000.00 during any fiscal year, unless such expenditures has an immediate accretive impact effect to Borrower. The Borrowing Base Loan shall not be used for capital expenditures.
 
    (j)            Distributions. Borrower shall not make or pay any dividends or other distributions to its shareholders.
 
(k)          Government Regulation. Borrower shall not (a) be or become subject at any time to any law, regulation, or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits Lender from making any advance or extension of credit to Borrower or from otherwise conducting business with Borrower, or (b) fail to provide documentary and other evidence of Borrower's identity as may be requested by Lender at any time to enable Lender to verify Borrower's identity or to comply with any applicable law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.
 
13.          Reporting Requirements. Until the Loans and all other obligations and liabilities of Borrower under this Loan Agreement and the other Loan Documents are fully paid and satisfied, Borrower will, unless Lender shall otherwise consent in writing, furnish to Lender:
 
(a)           Defaults and Events of Default. As soon as possible and in any event within five (5) days after the occurrence of each Default or Event of Default, the statement of Borrower setting forth the details of such Default or Event of Default and the action which Borrower proposes to take with respect thereto.
 
(b)           Borrower's Monthly Reports. As soon as available and in any event within thirty (30) days after the end of each month, (1) consolidated and consolidating financial statements of Borrower as of the end of such month, which financial statements shall contain a balance sheet and income statement, certified as true and correct in all material respects by the President or Chief Financial Officer of Borrower, (2) a current aging analysis of Borrower's accounts receivable and accounts payable and list of Borrower's inventory by location and type (to include the following: raw materials, work in progress, and finished goods), (3) a Borrowing Base Certificate in the form attached as Exhibit "B" and (4) a Compliance Certificate in the form attached as Exhibit "C".
 
(c)           Borrower's Annual Reports. As soon as available and in any event within ninety (90) days after the end of each fiscal year of Borrower, consolidated and consolidating financial statements of Borrower as of the end of such year, which financial statements shall contain a balance sheet and income statement, certified by independent public accountants satisfactory to Lender, with such certification to be free of exceptions and qualifications not acceptable to Lender.
 
(d)           SEC Filings.   Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said
 
(a)           Securities and Exchange Commission, or with any national securities exchange, or distributed by Borrower to its shareholders generally, as the case may be.
 
(e)            Tax Returns. As soon as available and in any event within 60 days of the filing thereof, a copy of all tax returns filed by Borrower with the Internal Revenue Service and in the event of an extension, verification of the extension filing.
 
(f)            Right  to   Additional   Information.       Furnish  Lender  with   such   additional information and statements, lists of assets and liabilities, tax returns, and other reports with respect to its financial condition and business operations as Lender may request from time to time.
 
(g)           Governmental Action.   Promptly after the commencement thereof, notice of all actions, suits and proceedings before any court or any governmental department, commission, or board affecting Borrower or any of its properties.
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(h)          Evidence of Payment of Obligations.    Upon demand of Lender, evidence of payment of all assessments, taxes, charges, levies, liens, and claims against its properties.
 
All references to a preceding period shall mean the period ending as of the end of the month, quarter or fiscal year for which the applicable report is delivered. All references to a period immediately following shall mean the period beginning on the first day of the month, quarter or fiscal year following the end of the period for which the applicable report is delivered. All financial reports furnished to Lender pursuant to this Loan Agreement shall be prepared in such form and such detail as shall be satisfactory to Lender and shall be prepared on the same basis as those prepared in prior years, and duly certified by the President or Chief Financial Officer of Borrower as being true and correct in all material aspects.
 
14. Events of Default. Each of the following shall constitute an "Event of Default" under this Loan Agreement, and the occurrence of any of the following which would, with the giving of notice, the passage of time, or both, constitute an Event of Default, shall constitute a "Default" under this Agreement:
 
(a)           Any default in the payment when due of any part of the principal of, or interest on, the Notes or any other indebtedness or obligation from time to time owing by Borrower to Lender, and the same is not cured within ten (10) days following delivery of written notice thereof from Lender to Borrower.
 
(b)           The failure of Borrower to maintain the insurance coverage as required by this Loan Agreement or the Loan Documents, and the same is not cured within ten (10) days following delivery of written notice thereof from Lender to Borrower.
 
(c)           Any default, breach or failure in the performance of any term, condition, warranty, agreement, or covenant of this Loan Agreement or any of the other Loan Documents, and the same is not cured within thirty (30) days following delivery of written notice thereof from Lender to Borrower; provided, however, if the same may not be cured within such thirty (30) day period, and Borrower is taking all reasonable actions in regard to curing same, Borrower shall be allowed a reasonable time not to exceed an additional thirty (30) days to perform or take such actions required to cure the same, and Borrower shall keep Lender advised of the status of all actions being taken by Borrower.
 
(d)           Any representation or warranty set forth in this Loan Agreement or in any of the other Loan Documents is false or untrue in any material respect when made.
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(e)           Any event which results in or permits the acceleration of the maturity of any indebtedness of Borrower to others under any agreement or undertaking.
 
(f)           Borrower suspends the transaction of its business for any period of time.
 
(g)           If Borrower or any Obligated Party (as defined below): (i) becomes insolvent, or makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due; (ii) generally is not paying its debts as such debts become due; (iii) has a receiver, trustee, or custodian appointed for, or take possession of, all or substantially all of the assets of such party, either in a proceeding brought by such party or in a proceeding brought against such party and such appointment is not discharged or such possession is not terminated within sixty (60) days after the effective date thereof or such party consents to or acquiesces in such appointment or possession; (iv) files a petition for relief under the United States Bankruptcy Code or any other present or future federal or state insolvency, bankruptcy, or similar laws (all of the foregoing hereinafter collectively called "Applicable Bankruptcy Law") or an involuntary petition for relief is filed against such party under any Applicable Bankruptcy Law and such involuntary petition is not dismissed within sixty (60) days after the filing thereof, or an order for relief naming such party is entered under any. Applicable Bankruptcy Law, or any composition, rearrangement, extension, reorganization, or other relief of debtors now or hereafter existing is requested or consented to by such party; (v) fails to have discharged within a period of 30 days any attachment, sequestration, or similar writ levied upon any property of such party; or (vi) fails to pay within 30 days any final money judgment against such party.   The term "Obligated Party" as used herein, shall mean any party other than Borrower who secures, guaranties, and/or is otherwise obligated to all or any portion of the indebtedness evidenced by the Notes.
 
(h) If Borrower or any Obligated Party is an entity, the liquidation, dissolution, merger, or consolidation of any such entity or, if Borrower or any Obligated Party is an individual, the death or legal incapacity of any such individual.
 
(i) Any material adverse change in the financial condition or results of operation of Borrower since the effective date of any financial statement previously furnished to Lender by Borrower has occurred and is continuing.
 
Notwithstanding anything in this Loan Agreement, the Notes or any of the other Loan Documents to the contrary, upon the occurrence of an Event of Default, Lender may take any of the actions provided in Section 15 below and concurrently and automatically with the occurrence of a Default or Event of Default, further advances on the Loans shall cease until such Default or Event of Default is cured.
 
15.            Remedies. Upon the occurrence of any one or more of the foregoing Events of Default, the entire unpaid balance of principal of the Notes, together with all accrued but unpaid interest thereon, and all other indebtedness then owing by Borrower to Lender, shall, at the option of Lender, become immediately due and payable without further presentation, demand for payment, notice of intent to accelerate, notice of acceleration or dishonor, protest or notice of protest of any kind, all of which are expressly waived by Borrower.
 
16.            Rights Cumulative. All rights of Lender under the terms of this Loan Agreement shall be cumulative of, and in addition to, the rights of Lender under any and all other agreements between Borrower and Lender (including, but not limited to, the other Loan Documents), and not in substitution or diminution of any rights now or hereafter held by Lender under the terms of any other agreement.
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17.            Waiver and Agreement.    Neither the failure nor any delay on the part of Lender to exercise any right, power or privilege herein or under any of the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.   No waiver of any provision in this Loan Agreement or in any of the other Loan Documents and no departure by Borrower therefrom shall be effective unless the same shall be in writing and signed by Lender, and then shall be effective only in the specific instance and for the purpose for which given and to the extent specified in such writing.   No modification or amendment to this Loan Agreement or to any of the other Loan Documents shall be valid or effective unless the same is signed by the party against whom it is sought to be enforced.
 
18.            Maximum Interest Rate. Regardless of any provision contained in this Loan Agreement, any of the other Loan Documents, or any other document or instrument executed pursuant hereto or thereto, Lender shall never be entitled to receive, collect, charge or apply, as interest on the Loans contemplated hereunder, any amount in excess of the highest lawful rate, and, in the event Lender ever receives, collects, charges or applies as interest, any such excess, such amount which would be excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and, if the principal debt of the Loans is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the highest lawful rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loans so that the interest rate is uniform throughout the entire term of the Loans; provided, that if the Loans are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the highest lawful rate, Lender shall refund to Borrower or credit against the principal debt of the Loans the amount of such excess and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving, or receiving interest in excess of the highest lawful rate.
 
19.            Notices. Except as otherwise provided herein, all notices, demands, requests, and other communications required or permitted hereunder shall be given in writing and sent by (i) personal delivery, or (ii) expedited delivery service with proof of delivery, or (iii) United States mail, postage prepaid, registered or certified mail, return receipt requested, or (iv) facsimile (provided that such facsimile is confirmed by expedited delivery service or by United States mail in the manner previously described), addressed to the addressee at such party's address contained in the Loan Documents, or to such other address as either party shall have designated by written notice, sent in accordance with this paragraph at least thirty (30) days prior to the date of the giving of such notice.   Any such notice or communication shall be deemed to have been given and received either at the time of personal delivery, or in the case of mail, as of three (3) days after deposit in an official depository of the United States mail, or in the case of delivery service or facsimile, upon receipt.   To the extent actual receipt is required, rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was received shall be deemed to be receipt of the notice, demand, request or other communication sent.
 
20.            Construction. This Loan Agreement and the other Loan Documents have been executed and delivered in the State of Texas, shall be governed by and construed in accordance with the laws of the State of Texas, and shall be performable by the parties hereto in Houston, Harris County, Texas.
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21.            Arbitration.     All disputes, claims and controversies between Borrower and Lender, whether individual, joint, or class in nature, arising from the Loans, any document executed in connection therewith or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association, upon request of either Borrower or Lender. No act to take or dispose of any collateral securing the Loans shall constitute a waiver of this agreement to arbitrate or be prohibited by this agreement to arbitrate.   This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code.    Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right concerning any collateral securing the Loans, including any claim to rescind, reform, or otherwise modify any agreement relating to the collateral securing the Loans, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction; provided, however, that nothing contained herein shall be deemed to be a waiver by Lender of the protections afforded to it under 12 USC Section 91, Texas Finance Code Section 59.007, or any other protection provided banks by the laws of Texas or the United States. The statutes of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes.   The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this agreement to arbitrate.   If the Federal Arbitration Act is inapplicable to any such claim or controversy for any reason, such arbitration shall be conducted pursuant to the Texas General Arbitration Act and in accordance with this agreement to arbitrate and Commercial Arbitration Rules of the American Arbitration Association.
 
22.            Choice of Forum; Consent to Service of Process and Jurisdiction.     Subject to the provisions of Section 21 hereof, any suit, action or proceeding against Borrower with respect to this Loan Agreement, the Notes or any judgment entered by any court in respect thereof, may be brought in the courts of the State of Texas, County of Harris, or in the United States courts located in the State of Texas as Lender in its sole discretion may elect and Borrower hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding.   Borrower hereby irrevocably waives any objections which it may now or hereafter have to the laying of venue of an suit, action or proceeding arising out of or relating to this Loan Agreement or the Note brought in the courts located in the State of Texas, County of Harris, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum.
 
23.            Invalid Provisions.    If any provision of this Loan Agreement or any of the other Loan Documents is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and the remaining provisions of this Loan Agreement or any of the other Loan Documents shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance.    Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added as part of such Loan Documents a provision mutually agreeable to Borrower and Lender as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. In the event Borrower and Lender are unable to agree upon a provision to be added to the Loan Documents within a period of ten (10) Business Days after a provision of the Loan Documents is held to be illegal, invalid or unenforceable, then a provision acceptable to Lender as similar in terms to the illegal, invalid and unenforceable provision as is reasonably possible and be legal, valid and enforceable shall be added automatically to such Loan Documents.  In either case, the effective date of the added provision shall be the date upon which the prior provision was held to be illegal, invalid or unenforceable.
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24.            Expenses.   Borrower shall pay all costs and expenses (including, without limitation, the reasonable attorneys' fees of Lender's legal counsel) in connection with (i) the preparation of this Loan Agreement and the other Loan Documents, and any and all extensions, renewals, amendments, supplements, extensions or modifications thereof, (ii) any action required in the course of administration of the Loans, and (iii) any action in the enforcement of Lender's rights upon the occurrence of a Default or Event of Default.
 
25.            Binding Effect. This Loan Agreement shall be binding upon and inure to the benefit of Borrower, Lender and their respective heirs, successors, assigns and legal representatives; provided however, that Borrower may not, without the prior written consent of Lender, assign any rights, powers, duties or obligations thereunder.
 
26.            Assignments and Participations by Lender. Lender may, at any time, without the consent of Borrower, (a) assign to one or more assignees all or a portion of its rights and obligations under this Loan Agreement (including all or a portion of its commitment to make the Borrowing Base Loan and/or the advances thereunder then owing to it) and (b) sell participations to any person in all or a portion of Lender's rights and obligations under this Loan Agreement (including all or a portion of its commitment to make the Borrowing Base Loan and/or the advances thereunder then owing to it). From and after the effective date of any assignment, the assignee shall be a party to this Loan Agreement and, to the extent of the interest assigned to such assignee, shall have the rights and obligations of Lender under this Agreement and Lender shall, to the extent of the interest assigned by it to such assignee, be released from its obligations under this Loan Agreement (and, in the case of an assignment covering all of Lender's rights and obligations under this Agreement, Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of all indemnities, releases and waivers made by Borrower under this Agreement and the other Loan Documents.
 
27.            Offset. Borrower hereby grants to Lender, upon the occurrence of a Default or Event of Default, the right of offset, to secure repayment of the Notes, upon any and all moneys, securities or other property of Borrower and the proceeds therefrom, now or hereafter held or received by or in transit to Lender or any of its agents, from or for the account of Borrower whether for safe keeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special) and credits of Borrower, and any and all claims of Borrower against Lender at any time existing.
 
28.            Headings.    Section headings are for convenience of reference only and shall in no way affect the interpretation of this Loan Agreement.
 
29.            Survival. All representations and warranties made by Borrower in this Loan Agreement shall survive delivery of the Notes and the making of the Loans.
 
30.            No Third Party Beneficiary.     The parties do not intend the benefits of this Loan Agreement to inure to any third party, nor shall this Loan Agreement be construed to make or render Lender liable to any materialman, supplier, contractor, subcontractor, purchaser or lessee of any property owned by  Borrower,  or for  debts  or claims  accruing to  any  such persons  against Borrower. Notwithstanding anything contained herein or in the Notes, or in any other Loan Documents, or any conduct or course of conduct by any or all of the parties hereto, before or after signing this Loan Agreement or any of the other Loan Documents, neither this Loan Agreement nor any other Loan Documents shall be construed as creating any right, claim or cause of action against Lender, or any of its officers, directors, agents or employees, in favor of any materialman, supplier, contractor, subcontractor, purchaser or lessee of any property owned by Borrower, nor to any other person or entity other than Borrower.
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31.            Counterparts.     This Loan Agreement may be separately executed in any number of counterparts, each of which shall be an original, but all of which, taken together, shall be deemed to constitute one and the same agreement.
 
32.            Waiver of Special Damages.   BORROWER WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT BORROWER MAY HAVE TO CLAIM OR RECOVER FROM LENDER IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES.
 
33.            Jury    Waiver.         BORROWER    AND    LENDER    HEREBY    VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN BORROWER AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENTS.   THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.
 
34.            USA Patriot Act Notification.     The following notification is provided to Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:
 
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product. What this means for Borrower: When Borrower opens an account, if Borrower is an individual, Lender will ask for Borrower's name, taxpayer identification number, residential address, date of birth, and other information that will allow Lender to identify Borrower, and, if Borrower is not an individual, Lender will ask for Borrower's name, taxpayer identification number, business address, and other information that will allow Lender to identify Borrower. Lender may also ask, if Borrower is an individual, to see Borrower's driver's license or other identifying documents, and, if Borrower is not an individual, to see Borrower's legal organizational documents or other identifying documents.
 
35.            Entire Agreement. THIS LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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If the foregoing correctly sets forth our mutual agreement, please so acknowledge by signing and returning the additional copy of this Loan Agreement enclosed herewith.
 
Address:
REGIONS BANK
5005 Woodway, Suite 110
 
Houston, Texas 77056
By
 
Name:
 
Title:

 
ACCEPTED this 26th day of May, 2009.

 
BORROWER:
 
VERTEX ENERGY, INC.

 
By: /s/ Benjamin P. Cowart                                                                       
Benjamin P. Cowart, President

 
List of Attachments

 
Exhibit "A"      -      Form of Request for Advance
Exhibit "B"       -      Form of Borrowing Base Certificate
Exhibit "C"       -      Form of Certificate of Compliance
-18-

EXHIBIT "A" REQUEST FOR ADVANCE

 
Dated     , 200_

 
In accordance with the Letter Loan Agreement ("Loan Agreement") dated May, 2009,    between  REGIONS   BANK  ("Lender")   and  VERTEX  ENERGY,   INC.,   a  Nevada   corporation
("Borrower"). I,                   of Borrower, hereby request on behalf of Borrower an advance on the

 
Borrowing Base Loan in the amount of $                     , and certify and warrant that the following schedule accurately states the Borrowing Base as of the date hereof:

 
1.  Total Accounts Receivable as of                                                                                                      
2.  Less:

(A)
Accounts 90 days past due
$
(B)
Affiliate/Subsidiary Accounts
$
(C)
Financially Distressed
$
(D)
Foreign (No L/C)
$
(E)
Governmental
$
(F)
Concentrations
$
(G)
Other Ineligible Accounts
$
 
3. Eligible Accounts Receivable         
                                                                                                             
4. 80% of Line 3          
                                                                             
5. Total Inventory as of
                                                                                      
6. Less:

(A) Conditionally Shipped to Customer        
(B) Subject to claims                                                      
(C) Other Ineligible Inventory                                                      
 
7. Eligible Inventory     
                                                                                 
8. 50% of Line 7, not to exceed Line 4    
                                                                                  
9. Total of Lines 4 and 8  
                                                                                    
10. Loan Balance this report        
                                                                              
11. Outstanding Letters of Credit       
                                                                               
12. Total of Lines 10 and 11           
                                                                           
13. Excess of line 9 over line 12                                                                                     
EXHIBIT "A"
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I further certify and warrant that (i) as of the date of this Request, all of the representations and warranties of Borrower contained in the Loan Agreement are true and correct, (ii) all conditions precedent to this Request have been satisfied, (iii) there has been no material adverse change in the financial condition of Borrower from that shown by the last financial statements furnished to Lender, (iv) no Default or Event of Default under the Loan Agreement is existing on the date of this Request, (v) the foregoing report is true and correct as of the date hereof, and (vi) the items mentioned herein constitute Collateral in accordance with the terms of the Loan Agreement. The foregoing defined terms have the meaning given to them in the Loan Agreement.
 
 
VERTEX ENERGY, INC.
 
By:
 
Benjamin P. Cowart, President

 
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EXHIBIT "B" BORROWING BASE CERTIFICATE

 
Dated       , 200_

 
In accordance with the Letter Loan Agreement ("Loan Agreement") dated May, 2009,  between  REGIONS   BANK  ("Lender")   and  VERTEX  ENERGY,   INC.,   a  Nevada   corporation
("Borrower"). I,           of Borrower, hereby certify and warrant that the following

 
schedule accurately states the Borrowing Base as of the date hereof.

 
1. Total Accounts Receivable as of                                                                  
2. Less:

(A)
Accounts 90 days past due
$
(B)
Affiliate/Subsidiary Accounts
$
(C)
Financially Distressed
$
(D)
Foreign (No L/C)
$
(E)
Governmental
$
(F)
Concentrations
$
(G)
Other Ineligible Accounts
$

 
3. Eligible Accounts Receivable                                                                                      
4. 80% of Line 3                                                                                      
5. Total Inventory as of                                                                                      
6.  Less:

(A) Conditionally Shipped to Customer        
(B) Subject to claims                                                      
(C) Other Ineligible Inventory                                                      

7. Eligible Inventory                                                                                      
8. 50% of Line 7, not to exceed Line 4                                                                                      
9. Total of Lines 4 and 8                                                                                      
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I further certify and warrant that (i) as of the date of this Certificate, all of the representations and warranties of Borrower contained in the Loan Agreement are true and correct, (ii) there has been no material adverse change in the financial condition of Borrower from that shown by the last financial statements furnished to Lender, (iii) no Default or Event of Default under the Loan Agreement is existing on the date of this Certificate, (iv) the foregoing report is true and correct as of the date hereof, and (v) the items mentioned herein constitute Collateral in accordance with the terms of the Loan Agreement. The foregoing defined terms have the meaning given to them in the Loan Agreement.

  VERTEX ENERGY, INC.
   
 
By:
 
Benjamin P. Cowart, President

 
 
 
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EXHIBIT "C" CERTIFICATE OF COMPLIANCE

 
Dated          , 200

 
In accordance with the Letter Loan Agreement ("Loan Agreement") dated May, 2009,
between  REGIONS   BANK  ("Lender")   and  VERTEX  ENERGY,   INC.,   a  Nevada   corporation ("Borrower"). I,of Borrower, hereby certify and warrant that:

 
1.
Borrower is in full compliance with all of its obligations under the Loan Agreement as of the date hereof.

 
2.           Borrower's financial condition for the fiscal      ending      is as follows:

FINANCIAL COVENANT
REQUIRED RATIO OR AMOUNT
ACTUAL RATIO OR AMOUNT
 
Minimum Tangible Net Worth
At least $1,500,000.00 and increasing by       
$                            
 
50% of net income
 
Liabilities/Tangible Net Worth
Not greater than 4.0 to 1.0
to 1.0
Debt Service Coverage Ratio
Not less than 1.5 to 1.0
to 1.0
Funded Bank Debt Ratio
Not greater than 3.5 to 1.0
to 1.0
Minimum Liquidity
Not less than $ 1,500,000.00
$                             
        
The foregoing defined terms have the meaning given to them in the Loan Agreement.

 
VERTEX ENERGY, INC.
   
 
By:
 
Benjamin P. Cowart, President
 
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Exhibit 10.9
REVOLVING LINE OF CREDIT PROMISSORY NOTE

$3,500,000.00
May 26, 2009


 
FOR VALUE RECEIVED, the undersigned, VERTEX ENERGY, INC., a Nevada corporation (the "Maker", whether one or more, and if more than one, jointly and severally) promises to pay to the order of REGIONS BANK (the "Payee", together with any and all subsequent owners and holders of this Note), at its offices at 5005 Woodway, Suite 110, Houston, Texas 77056, or such other place as Payee shall designate in writing to Maker, which at the time of payment is legal tender of the United States of America for payment of public and private debts, the principal sum of $3,500,000.00, or so much thereof as may be advanced and outstanding hereunder, together with interest thereon from and after date hereof until maturity at a rate per annum which shall from day to day be equal to the lesser of (a) a fluctuating rate per annum (the "Contract Rate") set forth in the hereinafter defined Loan Agreement, or (b) the Maximum Rate (as hereinafter defined); provided, however, if at any time the Contract Rate shall exceed the Maximum Rate, thereby causing the interest rate on the principal of the Note to be limited to the Maximum Rate, then notwithstanding any subsequent change in either the Index Rate or the Maximum Rate that would otherwise reduce the Contract Rate to less than the Maximum Rate, the rate of interest on the principal of this Note shall remain equal to the Maximum Rate until the total amount of interest accrued on the principal of this Note equals the amount of interest which would have accrued on the principal of this Note if the Contract Rate had at all times been in effect.
 
It is expressly understood, notwithstanding any provision herein to the contrary, that this Note is a revolving line of credit note established pursuant to the terms of a Letter Loan Agreement (the "Loan Agreement") of even date herewith, by and between Maker and Payee. Subsequent and periodic advances in various increments will be made to Maker pursuant to the Loan Agreement up to, but in no event to exceed, the maximum of the face value hereof. The unpaid principal balance of this Note at any time shall be the total amounts loaned or advanced hereunder by Payee, less the amount of payments or prepayments of principal made hereon by or for the account of Maker. It is contemplated that by reason of prepayments hereon, there may be times when no indebtedness is owing hereunder; provided, notwithstanding such occurrence, this Note shall remain valid and shall be in full force and effect as to the advances made pursuant to and under the terms of this Note subsequent to such occurrence. Each advance and each payment on account of principal or interest shall be reflected by a notation made by Payee in its records kept in the ordinary course of its business with regard to this Note. The aggregate unpaid amount of advances reflected by the notations in such records shall be deemed rebuttable presumptive evidence of the principal amount owing under this Note, which amount Maker unconditionally promises to pay to the order of Payee under the terms hereof. In the event that the unpaid principal amount hereof at any time, for any reason, exceeds the maximum amount specified in the Loan Agreement, Maker covenants and agrees to pay the excess principal amount immediately upon demand and such excess principal amount shall in all respects be deemed to be included among the advances made pursuant to the terms of this Note and shall bear interest at the rate specified above.
 
Interest only, accruing and to accrue on this Note, shall be due and payable as provided in the Loan Agreement until three hundred sixty-four (364) days after the date hereof, when the entire amount, principal and interest then remaining unpaid, shall be due and payable.
 
If a payment is 10 or more days late, Maker will pay a delinquency charge in an amount equal to the greater of (i) 5.0% of the amount of the delinquent payment up to the maximum amount of $1,500.00, or (ii) $25.00. All payments due under this Note shall be made by Maker without offset or other reduction. Upon an Event of Default (as defined in the Loan Agreement) and the expiration of any notice and/or cure period provided in the Loan Agreement, including failure to pay upon final maturity, and acceleration of the principal balance of this Note, Payee, at its option, may also, if permitted under Applicable Law (as defined below), do one or both of the following: (a) increase the Contract Rate to the Maximum Rate (as defined below), and (b) add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the rate provided in this Note (including any increased Contract Rate).

If any payment of principal or interest on this Note shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computing of interest in connection with such payment. Any check, draft, money order or other instrument given in payment of all or any portion of this Note may be accepted by Payee and handled in collection in the customary manner, but the same shall not constitute payment or diminish any rights of Payee except to the extent that actual cash proceeds of such instrument are unconditionally received by Payee.
 
Unless otherwise agreed in writing, or otherwise required by Applicable Law, interest on this Note will be calculated on the unpaid principal balance to the date each installment is paid and each installment payment will be applied first to unpaid accrued interest, then to principal, and any remaining amount to any unpaid collection costs, delinquency charges and other charges; provided, however, upon delinquency or other Event of Default, Payee reserves the right to apply installment payments among principal, interest, delinquency charges, collection costs and other charges, at its discretion.
 
Maker shall have the privilege to prepay at any time, and from time to time, all or any part of the principal amount of this Note, without notice, penalty or fee. Except as expressly provided herein to the contrary, all prepayments on this Note shall be applied in the following order of priority: (i) the payment or reimbursement of any expenses, costs, or obligations (other than the outstanding principal balance hereof and interest hereon) for which either Maker shall be obligated or Payee shall be entitled pursuant to the provisions of this Note or the other Security Instruments (as defined below), (ii) the payment of accrued but unpaid interest hereon, and (iii) the payment of all or any portion of the principal balance hereof then outstanding hereunder, in the inverse order of maturity.
 
Maker agrees that upon the occurrence of an Event of Default, the holder of this Note may, at its option, without further notice or demand except as provided in the Loan Agreement, (i) declare the outstanding principal balance of and accrued but unpaid interest on this Note at once due and payable, (ii) refuse to advance any additional amounts under this Note, (iii) foreclose all liens securing payment hereof, (iv) pursue any and all other rights, remedies, and recourses available to the holder hereof, including but not limited to any such rights, remedies, or recourses under any of the Security Instruments, or other loan documents, at law or in equity, or (v) pursue any combination of the foregoing.
 
All makers, endorsers, sureties and guarantors hereof, as well as all other parties to become liable on this Note, hereby severally: (i) except as specifically provided in the Loan Agreement, waive notice of default, demand, notice of intent of demand, presentment for payment, notice of non-payment, protest, notice of protest, grace, notice of intent to accelerate maturity, notice of acceleration of maturity, filing of suit, diligence in collection or enforcing any of the security for this Note; (ii) agree that they are and shall be jointly, severally, directly and primarily liable for the repayment of all sums due and owing under this Note; (iii) consent to any and all renewals, extensions and modification in the time of payment and to any other indulgence with respect to this Note; (iv) agree that Payee shall not be required first to institute suit or exhaust its remedies against Maker or others liable or to become liable on this Note, or to enforce its rights against them or any security for this Note; (v) agree to any substitution, subordination, exchange or release of any security for this Note, or the release of any party primarily or secondarily liable on this Note; and (vi) acknowledge that Payee has no duty of good faith to Maker and that no fiduciary, trust or other special relationship exists between Maker and Payee. Maker acknowledges and agrees that it may be required to pay this Note in full without assistance from any other party, or any collateral or security for this Note. Payee shall not be required to mitigate damages, file suit, or take any action to foreclose, proceed against, or exhaust any collateral or security in order to enforce the payment of this Note.
-2-

Upon the occurrence of an Event of Default, and if any action is taken by Payee to enforce the terms and provisions of this Note, including, but not limited to, this Note is placed in the hands of an attorney for collection, or suit is brought on same, or the same is collected through any Probate, Bankruptcy Court, or any judicial proceeding whatsoever, then Maker agrees and promises to pay Payee's reasonable expenses and costs, including, but not limited to, attorney's fees.
 
It is expressly provided and stipulated that notwithstanding any provision of this Note or any other instrument evidencing or securing the loan evidenced hereby, in no event shall the aggregate of all interest paid by Maker to Payee under this Note ever exceed the Maximum Rate on the principal balance of this Note from time to time advanced and remaining unpaid. In this connection, it is expressly stipulated and agreed that it is the intent of Payee and Maker in the execution and delivery of this Note to contract in strict compliance with Applicable Law as defined below. In furtherance thereof, none of the terms of this Note or any other instrument evidencing or securing the loan evidenced hereby, shall ever be construed to create a contract to pay for the use, forbearance or detention of money, at a rate in excess of the Maximum Rate permitted to be charged of Maker under Applicable Law. Maker or any guarantors, endorsers or other parties now or hereafter becoming liable for payment of this Note shall never be liable for interest in excess of the Maximum Rate, and the provision of this paragraph and the immediately succeeding paragraph shall govern over all other provisions of this Note and any instruments evidencing or securing the loan evidenced hereby, should such provisions be in apparent conflict herewith.
 
Specifically and without limiting the generality of the foregoing paragraph, it is expressly provided that:
 
 
(i) In the event of prepayment of the principal of this Note (if permitted hereunder) or the payment of the principal of this Note prior to the stated maturity date hereof resulting from acceleration of maturity of this Note, if the aggregate amounts of interest accruing hereon prior to such payment plus the amount of any interest accruing after maturity and plus any other amounts paid or accrued in connection with the loan evidenced hereby which by Applicable Law are deemed interest on the loan evidenced by this Note and which aggregate amount paid or accrued (if calculated in accordance with the provisions of this Note other than this paragraph) would exceed the Maximum Rate, then in such event the amount of such excess shall be credited, as of the date paid, toward the payment of principal of this Note so as to reduce the amount of the final payment of principal due on this Note;
 
 
(ii) If under any circumstance the aggregate amounts paid on the loan evidenced by this Note prior to and incident to the final payment hereof include amounts which by Applicable Law are deemed interest and which would exceed the Maximum Rate, Maker stipulates that such payment and collection will have been and will be deemed to have been the result of a mathematical error on the part of both Maker and Payee, and any excess shall be credited on the Note by Payee. If this Note shall have been paid in full, Payee shall promptly refund the amount of such excess (to the extent only of the excess of such interest payments above the Maximum Rate) upon the discovery of such error or notice thereof; and
 
 
(iii) All amounts paid or agreed to be paid in connection with the indebtedness evidenced by this Note which would under Applicable Law be deemed interest shall, to the extent provided by Applicable Law, be amortized, prorated, allocated and spread throughout the full term of this Note.
-3-

As security for this Note and all indebtedness which may at any time be owing by any Maker under this Note to Payee, each Maker hereby grants Payee a right of setoff on any property of any Maker in its possession, including, without limitation, that which it may hold for collection or safekeeping, and on any money or accounts on deposit with Payee, and Payee may retain and apply the property, money, securities or accounts to the payment of this Note or such other indebtedness with or without notice to any Maker. This right of Payee is in addition to any other right of setoff which Payee may have under Applicable Law.
 
As used herein, the term "Applicable Law" means that law in effect from time to time and applicable to this Note, including the laws of the State of Texas and laws of the United States of America.
 
As used herein, the term "Maximum Rate" means the maximum lawful nonusurious rate of interest (if any) which under Applicable Law Payee is permitted to charge Maker on this Note from time to time. It is intended that Chapter 303 of the Texas Finance Code shall be included in the laws of the State of Texas in determining Applicable Law; and for the purpose of applying such provisions to this Note, the interest ceiling applicable to this Note shall be the "weekly ceiling" from time to time in effect. If Applicable Law does not provide for a maximum non-usurious rate of interest, the Maximum Rate shall be 24% per annum.
 
Except as otherwise provided herein, all notices, demands, requests, and other communications required or permitted hereunder shall be given in writing as provided in the Loan Agreement.
 
This Note is secured by all security agreements, guaranty agreements, loan agreements, collateral assignments, mortgages, deeds of trust and any other lien instruments executed by Maker, or any other party as pledger, surety, or guarantor for Maker, in favor of Payee, including those executed simultaneously herewith, those previously executed and those hereafter executed (the "Security Instruments"), including, but not limited to, the following:
 
 
(i) Security Agreement of even date herewith, executed by Maker for the benefit of Payee,
 
(ii)  Lockbox Agreement of even date herewith, executed by Maker and Payee.
 
 
(iii) Subordination Agreement of even date herewith, executed by Maker and Benjamin P. Cowart, for the benefit of Payee.
 
 
-4-

Where appropriate, any pertinent noun, verb or pronoun shall be construed and interpreted to include both the proper number and gender. This Note shall not be renewed, extended, or modified except by a written instrument evidencing the same.
 
Address:
VERTEX ENERGY, INC.
   
1331 Gemini, Suite 103
By: /s/ Benjamin P. Cowart     
Houston, TX 77058
Name: Benjamin P. Cowart
 
Title: CEO

-5-

Exhibit 10.10
SECURITY AGREEMENT

 
This Security Agreement is executed as of May 26, 2009, by Debtor in favor of Secured Party.

 
As used in this Security Agreement, the following underlined terms shall have the respective meanings as indicated, unless the context otherwise requires:

 

Debtor :
VERTEX ENERGY, INC., a Nevada corporation
   
Debtor's Mailing Address:
1331 Gemini, Suite 103, Houston, TX 77058
   
Secured Party:
REGIONS BANK
   
Secured Party's Mailing Address:
5005 Woodway, Suite 110, Houston, Texas 77056

 
Notes:
 
Date:
Of even date herewith
   
Amounts:
$3,500,000.00
 
$1,600,000.00
   
Borrower:
VERTEX ENERGY, INC., a Nevada corporation
   
Payee:
REGIONS BANK
   
Final Maturity Date:
As specified in the Notes
   
Location of Collateral:
1331 Gemini, Gemini Building, Houston, Harris County, Texas 77058

ARTICLE I SECURITY INTEREST

 
1.1 Collateral. For value received, Debtor hereby grants to Secured Party a security interest in and agrees and acknowledges that Secured Party has and shall continue to have a security interest in the following described property:
 
A.            Accounts. All of Debtor's accounts (as such term is defined in the Chapter 9 of the Texas Business and Commerce Code (the "Code") now owned or existing, as well as any and all that may hereafter arise or be acquired by Debtor, and all the proceeds and products thereof, including without limitation, all notes, drafts, acceptances, instruments and chattel paper arising therefrom, and all returned or repossessed goods arising from or relating to any such accounts, or other proceeds of any sale or other disposition of inventory or other property of Debtor.
 
B.            Inventory. All of Debtor's inventory (as such term is defined in Chapter 9 of the Code), including all goods, merchandise, raw materials, goods in process, finished goods and other tangible personal property, wheresoever located, now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts for service or used or consumed in Debtor's business and all additions and accessions thereto and contracts with respect thereto and all documents of title evidencing or representing any part thereof, and all products and proceeds thereof.
 
C.            Fixtures.    All of Debtor's fixtures (as such term is defined in Chapter 9 of the Code) and appurtenances thereto, and such other goods, chattels, equipment, and personal property affixed or in any manner attached to the real estate and/or building(s), including all additions,  accessions  thereto,  replacements  thereof,  and articles  in  substitution therefor, howsoever attached or affixed, located at the Collateral Location stated above.
 
D.            Equipment.   All of Debtor's equipment (as such term is defined in Chapter 9 of the Code) of every nature and description whatsoever, now owned or hereafter acquired by Debtor, all appurtenances and additions thereto and substitutions therefor, wheresoever located, together with all tools, parts, and accessories used in connection therewith.
 
E.            General Intangibles. All of Debtor's general intangibles (as such term is defined in Chapter 9 of the Code) and other personal property now owned or hereafter acquired by Debtor including, without limitation, the following: all goodwill, trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, other source and business identifying marks, patents and copyrights, all registrations and applications for registration for any of the foregoing, all renewals, extensions and continuations in part of the above, any written agreement granting any right to use any of the foregoing, the right to sue for past, present and future infringements of the foregoing, all other intellectual property rights of any kind, and all computer software, computer programs, licenses, printouts and other computer materials.
 
F.            Investment Property.     All of Debtor's investment property (as such term is defined in Chapter 9 of Code), and all proceeds thereof.
 
G.            Certificates of Deposit.     Each Certificate of Deposit issued by Lender to Borrower and described on Exhibit "A" hereto, together with any certificate of deposit issued in renewal, exchange or substitution therefor (the "Certificates of Deposit"), and all proceeds of any of the foregoing.
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The term "Collateral" as used in this Security Agreement shall mean and include, and the security interest, pledge, and/or assignment as applicable granted herein, shall cover, all of the foregoing property, as well as (i) all of Debtor's corporate and other business books, reports, memoranda, customer lists, credit files, data compilations, and computer software, in any form, including, without limitation, whether on tape, disk, card, strip, cartridge, or any other form, pertaining to any and all of the foregoing property, and (ii) any accessions, additions and attachments thereto and the proceeds and products thereof, including without limitation, all cash, general intangibles, accounts, inventory, equipment, fixtures, farm products, notes, drafts, acceptances, securities, instruments, chattel paper, insurance proceeds payable because of loss or damage, or other property, benefits or rights arising therefrom, and in and to all returned or repossessed goods arising from or relating to any of the property described herein or other proceeds of any sale or other disposition of such property.
 
1.2 Limited License. Without limiting the security interest granted hereby, Debtor hereby grants to Secured Party a limited license in Debtor's assignable trade names, trademarks, and service marks, together with Debtor's goodwill associated with such tradenames, trademarks, and service marks, for purposes of allowing Secured Party to use the same in connection with any foreclosure sale or any other disposition pursuant to the Code or this Security Agreement.

 
ARTICLE II OBLIGATIONS SECURED
 
2.1 Obligations. The security interest granted hereby is to secure full, prompt and complete payment as and when the same becomes due and payable on the following (collectively, the "Obligations"):
 
A.           The Notes,  together with all modifications, renewals, rearrangements  and extensions thereof;
 
B.           All obligations of Debtor to Secured Party pursuant to loans or leases entered into under the $500,000.00 Equipment Guidance Line (as such term is defined in that certain Letter Loan Agreement of even date herewith between Debtor and Secured Party (the "Loan Agreement"));
 
C.           All other obligations of Debtor to Secured Party under or described in the Loan Agreement or any of the other Loan Documents defined therein;
 
D.           All funds hereafter advanced by Secured Party to or for the benefit of Debtor, as contemplated by any covenant or provision herein contained; and
 
E.           All other indebtedness, of whatever kind or character, presently owing or which may hereafter become owing by Debtor and/or Borrower to Secured Party, whether such indebtedness is secured or unsecured, direct or indirect, fixed or contingent, primary or secondary, joint or several or both, and whether evidenced by promissory note, open account, overdraft, endorsement, security agreement, guaranty, or otherwise, including, but not limited to, any and all of the Borrower's obligations under or in connection with existing or future Swap Agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) with Lender or any of its affiliates.
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ARTICLE III REPRESENTATIONS AND WARRANTIES OF DEBTOR

 
3.1            Ownership. Except for the security interest granted hereby, Debtor warrants that Debtor is the owner of the Collateral free of any adverse claim, security interest or encumbrance. Debtor agrees to defend the Collateral against all claims and demands of all persons at any time claiming the same or interest therein.
 
3.2            No Other Liens: Authority.    There is no lien, security interest or other encumbrance on the Collateral at the time of the execution of this Security Agreement, except as previously disclosed in writing to Secured Party.  Debtor owns the Collateral and has the full right and authority to transfer the full legal interest therein to Secured Party.
 
3.3            Debtor's Principal Place of Business. Debtor's principal place of business and executive offices are located at Debtor's Mailing Address.
 
3.4            All Information Correct.   All information contained herein and the statements furnished to Secured Party by a party by or on behalf of Debtor in connection with Obligations secured by this Security Agreement are complete and accurate.
 
ARTICLE IV AFFIRMATIVE COVENANTS AND AGREEMENTS OF DEBTOR
 
4.1            Operation and Condition of Collateral. Debtor agrees to maintain and use the Collateral solely in the conduct of its own business, in a careful and proper manner, and in conformity with all applicable permits and licenses. Debtor shall maintain, service and repair the Collateral so as to keep it in good operating condition. Debtor shall replace within a reasonable time all pads that may be worn out, lost, destroyed or otherwise rendered unfit for use, with the appropriate replacement parts.
 
4.2            Filing.   Debtor authorizes Secured Party to file, in jurisdictions where this authorization will be given effect, a Financing Statement covering the Collateral. Debtor will pay the cost of filing the same or in filing or recording this Security Agreement in all public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable, it being further stipulated in this regard that Secured Party may also, at any time or times, file any counterpart of this Security Agreement signed by Debtor as a financing statement if Secured Party shall elect to do so.
 
4.3            Alienation. Except as otherwise provided in this Agreement, Debtor will not sell or offer to sell or otherwise transfer or encumber the Collateral or any interest therein without the written consent of Secured Party.
 
4.4            No Removal. Except as otherwise provided in this Agreement, Debtor shall not remove the Collateral from the Collateral Location(s) stated above, without Secured Party's prior written consent.
 
4.5            Inspection. Debtor shall at all reasonable times allow Secured Party by or through any of its officers, agents, attorneys or accountants, to examine the Collateral, wherever located, and to examine and make extracts from Debtor's books and records.
 
4.6            Insurance.    Debtor shall have and maintain insurance at all times with respect to all tangible Collateral insuring against risk of fire (including so-called Extended Coverage), theft and other risk as Secured Party may require, containing such terms, in such form and amounts and written by such companies as may be satisfactory to Secured Party, all such insurance to contain loss payable clauses in favor of Secured Party as its interest may appear. All policies of insurance shall provide for 10 days written minimum cancellation notice to Secured Party and at the request of Secured Party shall be delivered to and held by it. Secured Party is hereby authorized to act as attorney for Debtor in obtaining, adjusting, settling, and canceling such insurance and endorsing any drafts or instruments. In the event of a loss covered by the policies of insurance, provided Debtor is not in default under the terms of this Security Agreement, the proceeds of the insurance policies will be applied first to the reimbursement of all costs and expenses incurred by Secured Party and Debtor in connection with such casualty and the balance, to the replacement or restoration of the Collateral. Debtor specifically authorizes Secured Party to disclose information from the policies of insurance to prospective insurers regarding the Collateral.
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4.7            Other Liens. Debtor will keep the Collateral free from any and all adverse liens, security interests and encumbrances.
 
4.8            Landlord's Waiver.    Debtor shall furnish to Secured Party, if requested, a landlord's waiver of all liens with respect to any Collateral covered by this Security Agreement that is or may be located upon leased premises, such landlord waiver is to be in such form and upon such terms as are acceptable to Secured Party.
 
4.9            Expenses. Debtor will pay to Secured Party, on demand, all expenses and expenditures, including reasonable attorney's fees and legal expenses, incurred or paid by Secured Party in exercising or protecting its interest, rights and remedies under this Security Agreement. Debtor agrees to pay interest on such amounts at the maximum non-usurious rate of interest permitted by Applicable Law (as defined below).
 
4.10            Payment of Taxes and Fees. Debtor shall promptly pay when due (unless they are being contested in good faith) all taxes, assessments, costs, expenses and fees necessary to preserve, protect, maintain, and collect the Collateral; defend the Collateral against all claims and demands of all persons at any time claiming an interest therein adverse to Secured Party; and in the event of a failure to do so, Debtor agrees that Secured Party may make expenditures for any and all such purposes, and the amount so expended together with interest thereon at the highest rate allowed by law shall constitute one of Debtor's Obligations to Secured Party secured by this Security Agreement.

 
ARTICLE V ADDITIONAL PROVISIONS REGARDING ACCOUNTS

 
5.1            Additional Warranties.    As of the time any Account becomes subject to the security interest (or pledge or assignment as applicable) granted hereby, Debtor shall be deemed further to have warranted as to each and all of such Accounts as follows: (i) each Account and all papers and documents relating thereto are genuine and in all respects what they purport to be; (ii) each Account is valid and subsisting and arises out of a bona fide sale of goods sold and delivered to, or out of and for services theretofore actually rendered by Debtor to, the Account debtor named in the Account; (iii) the amount of the Account represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not subject to any setoffs, credits, defenses, deductions or countercharges; and (iv) Debtor is the owner thereof free and clear of any charges, liens, security interests, adverse claims and encumbrances of any and every nature whatsoever.
 
5.2            Collection of Accounts.    Secured Party shall have the right in its own name or in the name of Debtor, whether before or after default, to require Debtor forthwith to transmit all proceeds of collection on all Accounts to Secured Party, to notify any and all Account debtors to make payments of the Accounts directly to Secured Party, to demand, collect, receive, receipt for, sue for, compound and give acquittal for, any and all amounts due or to become due on the Accounts and to endorse the name of Debtor on all commercial paper given in payment or part payment thereof, and in Secured Party's discretion to file any claim or take any other action or proceeding that Secured Party may deem necessary or appropriate to protect and preserve and realize upon the Accounts and related Collateral. Unless and until Secured Party elects to collect Accounts, and the privilege of Debtor to collect Accounts is revoked by Secured Party in writing, Debtor shall continue to collect Accounts, for same to Secured Party and shall not commingle the proceeds of collection of Accounts with any funds of Debtor. In order to assure collection of Accounts in which Secured Party has a security interest (or pledge or assignment of as applicable) hereunder, Secured Party may notify the post office authorities to change the address for delivery of mail addressed to Debtor to such address as Secured Party may designate, and to open and dispose of such mail and receive the collections of Accounts included herewith. Secured Party shall have no duty or obligation whatsoever to collect any Account, or to take any other action to preserve or protect the Collateral; however, should Secured Party elect to collect any Account or take possession of any Collateral, Debtor releases Secured Party from any claim or claims for loss or damage arising from any act or omission therewith.
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5.3            Identification and Assignment of Accounts.     Upon Secured Party's request, whether before or after default, Debtor shall take such action and execute and deliver such documents as Secured Party may reasonably request in order to identify, confirm, mark, segregate and assign Accounts and to evidence Secured Party's interest in same.  Without limitation of the foregoing, Debtor, upon request, agrees to assign Accounts to Secured Party, identify and mark Accounts as being subject to the security interest (or pledge or assignment as applicable) granted hereby, mark Debtor's books and records to reflect such assignments, and forthwith to transmit to Secured Party in the form as received by Debtor any and all proceeds of collection of such Accounts.
 
5.4            Account Reports. If requested by Secured Party, Debtor will deliver to Secured Party, a written report in form and content satisfactory to Secured Party, showing a listing and aging of Accounts and such other information as Secured Party may request from time to time.  Debtor shall immediately notify Secured Party of the assertion by any Account debtor of any setoff, defense or claim regarding an Account or any other matter adversely affecting an Account.
 
5.5            Segregation of Returned Goods. Returned or repossessed goods arising from or relating to any Accounts included within the Collateral shall, if requested by Secured Party, be held separate and apart from any other property. Debtor shall as often as requested by Secured Party, but not less often than weekly even though no special request has been made, report to Secured Party the appropriate identifying information with respect to any such returned or repossessed goods relating to Accounts included in assignments or identifications made pursuant hereto.

ARTICLE VI ADDITIONAL PROVISIONS REGARDING INVENTORY
 
6.1          Inventory Reports. If requested by Secured Party, Debtor will deliver to Secured Party, a written report in a form and content satisfactory to Secured Party, with respect to the preceding month or other applicable period, showing .Debtor's opening Inventory acquired, Inventory sold, Inventory returned, Inventory used in Debtor's business, closing Inventory, any other Inventory not within the preceding categories, and such other information as Secured Party may request from time to time. Debtor shall immediately notify Secured Party of any matter adversely affecting the Inventory, including, without limitation, any event causing loss or depreciation in the value of the Inventory and the amount of such possible loss or depreciation.
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6.2            Location of Inventory.    Debtor will promptly notify Secured Party in writing of any addition to, change in or discontinuance of its place(s) of business as shown in this Security Agreement, the places at which Inventory is located as shown herein, the location of its chief executive office and the location of the office where it keeps its records as set forth herein. All Collateral will be located at the Collateral Location(s), as modified by any written notice given pursuant hereto.
 
6.3            Use of Inventory.    Unless and until the privilege of Debtor to use Inventory in the ordinary course of Debtor's business is revoked by Secured Party in the event of default, Debtor may use the Inventory in any manner not inconsistent with this Security Agreement, may sell that part of the Collateral consisting of Inventory provided that all such sales are in the ordinary course of business, and may use and consume any raw materials or supplies that are necessary in order to carry on Debtor's business.    A sale in the ordinary course of business does not include a transfer in partial or total satisfaction of a debt.
 
6.4            Accounts as Proceeds.   All Accounts that are proceeds of the Inventory included within the Collateral shall be subject to all of the terms and provisions hereof pertaining to Accounts.
 
6.5            Protection of Inventory. Debtor shall take all action necessary to protect and preserve the Inventory.
 
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES
 
7.1            Event of Default.    Debtor shall be in default under this Security Agreement upon the happening of an Event of Default under and as defined in the Loan Agreement.
 
7.2            Remedies and Rights. Upon the occurrence of any Event of Default, Secured Party may take any one or more of the following actions:
 
A.           Any or all of the Obligations shall become immediately due and payable without presentment, demand, notice of intention to accelerate, notice of acceleration, notice of non­ payment, protest, notice of dishonor, or any other notice whatsoever to Debtor, all of which are hereby expressly waived by Debtor, or any other person obligated thereon, and Secured Party shall have and may exercise, with reference to the Collateral and Obligations, any and all of the rights and remedies of a secured party under the Code, and as otherwise granted herein or under any other Applicable Law or under any other agreement executed by Debtor (all of which rights and remedies shall be cumulative).
 
B.           With regard to that portion of the Collateral consisting of cash or cash equivalent items (i.e., checks or other items convertible at face) Secured Party may immediately apply them against the Obligations, and for this purpose, Debtor agrees that such items will be considered identical in character to cash proceeds.
 
C.           Secured Party will have the right immediately and without further action by it to set-off against the Obligations the Certificates of Deposit and all other money owed by Secured Party in any capacity to Debtor, including any such sums owed under property that is included in the Collateral, such as certificates of deposit or demand, savings or passbook accounts, whether or not due, and Secured Party will be deemed to have exercised such right of set off and to have made a charge against any such money at the time of any acceleration upon default even though such charge is made or entered on Secured Party's books subsequent thereto.
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D.           As regards to that portion of the Collateral other than cash or cash equivalent items, unless such portion is perishable or threatens to decline speedily in value or is of the type customarily sold in a recognized market, Secured Party shall have, without limitation, the right and power to sell, at public or private sale or sales, or otherwise dispose of or utilize the Collateral and any part or parts thereof in any manner authorized or permitted under this Security Agreement or under the Code and to apply the proceeds thereof toward payment of any costs, expenses, and legal expenses thereby incurred by Secured Party and toward payment of the Obligations, in such order or manner as Secured Party may elect. To the extent permitted by law, Debtor expressly waives any notice of sale or other disposition of the Collateral and any other rights or remedies of Debtor or formalities prescribed by law relative to sale or disposition of the Collateral or exercise of any other right or remedy of Secured Party existing after default hereunder; and, to the extent any such notice is required and cannot be waived, Debtor agrees that if such notice is given as provided below at least ten (10) days before the time of the sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of notice.  Specifically, Debtor agrees that Secured Party shall have the right to sell the Collateral at public or private sale to the highest bidder for cash and Secured Party shall transfer to the Purchaser at such sale the Collateral, together with all liens, rights, titles, equities and interests in and to the Collateral and their recitals in such transfer shall be prima facie evidence of the truth of the matters therein stated and all prerequisites to such sale required hereunder and under the laws of this state shall be presumed to have been performed. Secured Party shall have the right to purchase at any public sale or sales, being the highest bidder therefor, for credit against the Obligations.   In the event the Collateral is sold at a public sale pursuant to the provisions hereof, Debtor expressly agrees that the sale will be conclusively deemed to have been conducted in a "commercially reasonable manner", as that term is used in the Code.  All of the collections or proceeds from the sale or disposition of the Collateral will be applied by Secured Party, first to the payment of the expenses of said sale or disposition, including reasonable attorney's fees, if any, and then to the due payment of the principal, interest and attorney's fees due and unpaid upon the Obligations, rendering the balance, if any, and surplus, if any, to the person or persons legally entitled thereto under the Code, but if there be any deficiency, Debtor shall remain liable therefor.
 
E.           Secured Party may, at its option, demand, sue for, collect or make any compromise or settlement Secured Party deems desirable with reference to the Collateral. Secured Party shall not be obligated to take any steps necessary to preserve any rights in the Collateral against prior parties all which shall be the responsibility of Debtor.
 
ARTICLE VIII MISCELLANEOUS

 
8.1            Waiver.    No delay or omission on the part of Secured Party in exercising any rights ereunder shall operate as a waiver of any such right or any other right.  A waiver on any one or more ccasions shall not be construed as a bar to or waiver of any right or remedy on any future occasion.
 
8.2            Applicable Law.   The law of the State of Texas and the United States (the "Applicable aw") shall apply to this Security Agreement and its construction and interpretation shall be enforceable in the county of the Location of Collateral. As used herein, the term "Code" shall include any amendment to the Code that becomes effective after the date of execution hereof.
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8.3            Interest Rate. It is the intention of the parties hereto to comply with the Applicable Law. Accordingly, it is agreed that notwithstanding any provisions to the contrary in the Notes, any instrument evidencing the Obligations, or in any of the documents or instruments securing payment of the Obligations or otherwise relating thereto, in no event shall the Notes or such documents require the payment or permit the collection of interest in excess of the maximum amount permitted by such Applicable Law. If any such excess of interest is contracted for, charged or received, under the Notes or any instrument evidencing the Obligations, under this Security Agreement or under the terms of any of the other documents securing payment of the Obligations or otherwise relating thereto, or if the maturity of any of the Obligations is accelerated in whole or in part, or if all or part of the principal or interest of the Obligations shall be prepaid, so that under any of such circumstances, the amount of interest contracted for, charged or received, under the Notes or any instruments evidencing the Obligations, under this Security Agreement or under any of the instrument securing payment of the Obligations or otherwise relating thereto, on the amount of principal actually outstanding from time to time under the Notes and other instruments evidencing the Obligations shall exceed the maximum amount of interest permitted by applicable usury laws, then in any such event (a) the provisions of this paragraph shall govern and control, (b) neither Debtor nor any other person or entity now or hereafter liable for the payment of the Notes or any instrument evidencing the Obligations, shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted by applicable usury laws; (c) any such excess that may have been collected shall be either applied as a credit against the then unpaid principal amount of the Notes or refunded to Debtor, at Secured Party's option and (d) the effective rate of interest shall be automatically reduced to the maximum non- usurious rate allowed under Applicable Law as now or hereafter construed by the courts having jurisdiction thereof.  It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received under the Notes, or any instrument evidencing the Obligations, under this Security Agreement or under such other documents that are made for the purpose of determining whether such rate exceeds the maximum non-usurious applicable rate, shall be made, to the extent permitted, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the loans evidenced by the Notes or the instruments evidencing the Obligations, all interest at any time contracted for, charged or received from Debtor or otherwise by the holder or holders hereof in connection with such loans or Obligations.
 
8.4            Binding Effect.     All rights of Secured Party hereunder shall inure to the benefit of Secured Party's successors and assigns; and all Obligations of Debtor shall bind Debtor's heirs, executors, administrators, successors and/or assigns.   If this Security Agreement is executed by more than one Debtor, the Obligations of each party constituting Debtor, shall be joint and several.
 
8.5            Cumulative Rights. The rights and remedies of Secured Party hereunder are cumulative, and the exercise of any one or more of the remedies provided herein shall not be construed as a waiver of any of the other remedies of Secured Party.
 
8.6            Notice.   Except as otherwise provided herein, all notices, demands, requests, and other communications required or permitted hereunder shall be given in writing and sent by (a) personal delivery, or (b) expedited delivery service with proof of delivery, or (c) United States mail, postage prepaid, registered or certified mail, return receipt requested, or (d) facsimile (provided that such facsimile is confirmed by expedited delivery service or by United States mail in the manner previously described), addressed to the addressee at such party's address set forth herein, or to such other address as such party may specify by written notice, sent in accordance with this paragraph at least 30 days prior to the date of the giving of such notice. Any such notice or communication shall be deemed to have been given and received either at the time of personal delivery, or in the case of mail, as of 3 days following deposit in an official depository of the United States mail, or in the case of either delivery service, or facsimile, upon receipt. To the extent actual receipt is required, rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was received shall be deemed to be receipt of the notice, demand, request or other communication sent.
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8.7            Termination. The security interest hereby granted and all the terms and provisions hereof shall be deemed a continuing security agreement and shall continue in full force and effect, and all the terms and provisions hereof shall remain effective until the repayment of all Obligations secured hereby and the specific release hereof by Secured Party.
 
8.8            Prior Agreements.   This Security Agreement and the security interest herein granted are in addition to, and not in substitution, novation or discharge of, any and all prior or contemporaneous security agreements and security interests in favor of Secured Party or assigned to Secured Party by others. All rights, powers and remedies of Secured Party in all such security agreements are cumulative, but in the event of actual conflict in terms and conditions, the terms and conditions of the latest security agreement shall govern and control.
 
8.9            Invalidity. Any provision found to be invalid under Applicable Law shall be invalid only with respect to the offending provision.
 
IN WITNESS WHEREOF, the undersigned have/has duly executed this Security Agreement as of the date(s) of the acknowledgments) set forth below, to be effective for all purposes, however, as of the date first above written.
 
 
DEBTOR:
   
 
VERTEX ENERGY, INC.
   
 
By: /s/ Benjamin P. Cowart
 
Benjamin P. Cowart, President

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EXHIBIT "A" Certificates of Deposit

 
[TO COME]

 
 
 
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EXHIBIT 14.1
CODE OF ETHICS
FOR
VERTEX ENERGY, INC.

This Code of Ethics (the “Code”) is adopted by Vertex Energy, Inc. (the “Company”) for purposes of Section 406 of the Sarbanes-Oxley Act of 2002.

1.            APPLICABILITY OF THE CODE

The Code applies to the Company’s Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer and such other finance, accounting, tax or internal audit personnel as the Chief Executive Officer or Chief Financial Officer may from time to time designate (the “Covered Persons”) for the purpose of promoting:

 
·
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 
·
Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;

 
·
Compliance with applicable laws and governmental rules and regulations;

 
·
The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 
·
Accountability for adherence to the Code.

Each Covered Person should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

2.           HONEST AND ETHICAL CONDUCT

The personal interest of a Covered Person should not be placed improperly before the interests of the Company.  A “conflict of interest” occurs when a Covered Person’s private interest interferes with the interests of, or the Covered Person’s service to, the Company.  For example, a conflict of interest would arise if a Covered Person, or a member of the Covered Person’s family, receives improper personal benefits as a result of the Covered Person’s position with the Company.

In performing his or her duties, each of the Covered Persons will act in accordance with high standards of honest and ethical conduct including taking appropriate actions to permit and facilitate the ethical handling and resolution of actual or apparent conflicts of interest between personal and professional relationships.

In addition, each of the Covered Persons will promote high standards of honest and ethical conduct among employees who have responsibilities in the areas of accounting, audit, tax, and financial reporting and other employees throughout the Company.

Each Covered Person must:

 
·
Not use his or her personal influence or personal relationships for his or her own personal benefit to the detriment of the Company;
 
 

 
 
·
Not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Person rather than the benefit of the Company; and

 
·
Report at least annually his or her affiliations or other relationships that could potentially present a conflict of interest with the Company.

3.            FULL, FAIR, ACCURATE, TIMELY, AND UNDERSTANDABLE DISCLOSURE

In performing his or her duties, each of the Covered Persons will endeavor to promote, and will take appropriate action within his or her areas of responsibility to cause the Company to provide, full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with or submits to the SEC and in other public communications made by the Company.  Each Covered Person may, to the extent appropriate within the Covered Person’s area of responsibility and to the extent deemed necessary in the sole discretion of the Covered Person, consult with other officers and employees of the Company with the goal of promoting such disclosure.

In performing his or her duties, each of the Covered Persons will, within his or her areas of responsibility, engage in, and seek to promote, full, fair and accurate disclosure of financial and other information to, and open and honest discussions with, the Company’s outside auditors.

Each Covered Person must:

 
·
Become familiar with the disclosure requirements generally applicable to the Company; and

 
·
Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside of the Company, including to the Company’s auditors, and to governmental regulators and self-regulatory organizations.

4.
COMPLIANCE WITH APPLICABLE GOVERNMENTAL LAWS, RULES, AND REGULATIONS

In performing his or her duties, each of the Covered Persons will endeavor to comply, and take appropriate action within his or her areas of responsibility to cause the Company to comply with applicable governmental laws, rules, and regulations and applicable rules and regulations of self-regulatory organizations.

Each of the Covered Persons will promptly provide the Company’s general counsel or the Company’s Board of Directors with information concerning conduct the Covered Person reasonably believes to constitute a material violation by the Company, or its directors or officers, of the securities laws, rules or regulations or other laws, rules, or regulations applicable to the Company.

5.           REPORTING VIOLATIONS OF THE CODE

Each Covered Person will promptly report any violation of this Code to the Company’s general counsel or to the Company’s Board of Directors.  Failure to do so is itself a violation of the Code.

6.           ACCOUNTABILITY FOR ADHERENCE TO THE CODE

The Company’s Board of Directors will assess compliance with this Code and take immediate and appropriate action on any violations of this Code.  If the Board of Directors delegates the duty to assess compliance with this Code to a committee of the Board of Directors, such committee will report violations of this Code to the Board of Directors, and, based upon the relevant facts and circumstances, recommend to the Board of Directors appropriate action.  A violation of this Code may result in disciplinary action including termination of employment.
 
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Each Covered Person must:

 
·
Affirm in writing to the Board of Directors that the Covered Person has received, read and understands the Code;

 
·
Annually thereafter affirm to the Board of Directors that the Covered Person has complied with the requirements of the Code; and

 
·
Not retaliate against any other Covered Person or any employee of the Company or its affiliated persons for reports of potential violations of the Code that are made in good faith.

7.            CONFIDENTIALITY

Covered Persons must maintain the confidentiality of confidential information entrusted to them by the Company or its suppliers or customers, except when disclosure is authorized by the Company or required by laws, regulations or legal proceedings.  As described herein, “confidential information” includes, but is not limited to, non-public information that might be of use to competitors of the Company, or harmful to the Company or its customers if disclosed, or information material to a decision to invest in the Company’s stock that has not been publicly disclosed.  Whenever feasible, employees, officers and directors should consult with the Company if they believe they have a legal obligation to disclose confidential information.

8.            FAIR DEALING

All Covered Persons should endeavor to deal fairly with the Company's customers, suppliers, competitors, officers and employees.  No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.  Stealing proprietary information, misusing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited.

9.           PROTECTION AND PROPER USE OF COMPANY ASSETS

              All Covered Persons should protect the Company's assets and ensure their efficient use.  Theft, carelessness, and waste have a direct impact on the Company's profitability.  All Company assets should be used for legitimate business purposes.

10.        REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

              Any Covered Person who believes that a violation of this Code or any other illegal or unethical conduct by any employee, officer or director has occurred or may occur should promptly report such conduct to a supervisor, the Board of Directors, or the Chief Executive Officer of the Company.  Such reports may be made confidentially or anonymously. Confidentiality will be protected, subject to applicable law, regulation or legal proceedings.
 
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12.         NO RETALIATION

              The Company will not permit retaliation of any kind by or on behalf of the Company or any of its employees, officers or directors against anyone who makes a good faith report or complaint that a violation of this Code or other illegal or unethical conduct has occurred.

12.         ENFORCEMENT

             Any violators of this Code will be subject to disciplinary action determined by the Board of Directors.  The Company intends such disciplinary action to reflect the Company’s belief that all employees, officers and directors should be held accountable to the standards of conduct set forth herein.  Accordingly, such disciplinary action may include, without limitation, censure by the Board, demotion, re-assignment, suspension or termination, depending on the nature and the severity of the violation.

13.          PUBLIC COMPANY REPORTING

             As a public company, it is of critical importance that the Company's filings with the Securities and Exchange Commission be accurate and timely.  Depending on their respective positions with the Company, employees, officers or directors may be called upon to provide information necessary to assure that the Company's public reports are complete, fair and understandable.  The Company expects employees, officers and directors to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company's public disclosure requirements.

14.         WAIVER AND AMENDMENT OF THE CODE

The Company’s Board of Directors will have the authority to approve a waiver from any provision of this Code.  The Company will publicly disclose information concerning any waiver or an implicit waiver of this Code as required by applicable law.  A waiver means the approval of a material departure from a provision of this Code.  The Company will publicly disclose any substantive amendment of this Code as required by applicable law.
 
-4-

 
ACKNOWLEDGMENT

I have received a copy of the Code of Ethics (the “Code”) of Vertex Energy, Inc. (the “Company”).  I have read and understand the Code.  I will comply with the policies and procedures set forth in the Code.  I understand and agree that my failure to comply in all respects with the Code including a failure on my part to promptly report any violation of the Code to the Company’s general counsel or to the Company’s Board of Directors is a legitimate basis for termination for cause of my employment with the Company and any of its subsidiaries to which my employment now relates or may in the future relate.

Listed below are my affiliations or other relationships that could potentially present a conflict of interest with the Company:

 
____________________________
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Date:
Signed:______________________________
   
   
 
Name:_______________________________
 
(Please Print)


Please return to:


Name:____________________________
 
Vertex Energy, Inc.
1331 Gemini Street, Suite 103
Houston, Texas 77058
 
-5-

 

Exhibit 16.1


June 25, 2009
   
Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549
 
Gentlemen:
 
We have read the statements made by Vertex Energy, Inc., the successor entity of a merger with World Waste Technologies, Inc. (“Vertex”) pursuant to Item 4.01 of Form 8-K/A, as part of the Form 8-K/A to be filed by the Company on or about June 26, 2009 (copy attached.)  We agree with the statements concerning our Firm contained herein under Item 4.01 of such Form 8-K/A.   We have no basis to agree or disagree with Vertex’s other comments in the Form 8-K/A.
 
 Very Truly Yours,
 
/s/  Stonefield Josephson, Inc.
Stonefield Josephson, Inc.
 

Exhibit 99.1










 


VERTEX HOLDINGS, L.P., FORMERLY VERTEX ENERGY, L.P.
(certain assets, liabilities and operations related to its
black oil division and certain assets, liabilities and operations
of the refining and marketing division)

FINANCIAL STATEMENTS



December 31, 2008 and 2007








VERTEX HOLDINGS, L.P., FORMERLY VERTEX ENERGY, L.P.
(certain assets, liabilities and operations related to its
black oil division and certain assets, liabilities and
operations of the refining and marketing division)


CONTENTS
 
   
 
Page
   
Report of Independent Registered Public Accounting Firm
F-2
   
Financial Statements
 
   
Balance sheets
F-3
   
Statements of operations and changes in partners’ capital
F-4
   
Statements of cash flows
F-5
   
Notes to financial statements
F-6 - F-15


 
F-1

Report of Independent Registered Public Accounting Firm

To the Partners of
Vertex Holdings, L.P.
Houston, TX


We have audited the accompanying balance sheets of Vertex Holdings, L.P., formerly Vertex Energy, L.P. (certain assets, liabilities and operations related to its black oil division and certain assets, liabilities and operations of the refining and marketing division) (the “Company”) as of December 31, 2008 and 2007, and the related statements of operations and changes in partners’ capital, and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vertex Holdings, L.P., formerly Vertex Energy, L.P. (certain assets, liabilities and operations related to its black oil division and certain assets, liabilities and operations of the refining and marketing division) as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.


LBB & Associates Ltd., LLP

Houston, Texas
June 15, 2009
F-2

VERTEX HOLDINGS, L.P., FORMERLY VERTEX ENERGY, L.P.
(certain assets, liabilities and operations related to its black oil division
and certain assets, liabilities and operations of the refining and marketing division)
BALANCE SHEETS
DECEMBER 31, 2008 AND  2007
 
             
             
   
2008
   
2007
 
ASSETS
           
             
Current assets
           
  Cash and cash equivalents
  $ 17,616     $ 52,650  
  Accounts receivable, net
    817,232       1,641,267  
  Accounts receivable – related parties
    1,817,228       768,993  
  Due from partnership
    405,219       -  
  Inventory
    1,232,904       2,181,376  
  Prepaid expenses
    270,522       645,775  
      Total current assets
    4,560,721       5,290,061  
                 
  Fixed assets, net
    11,022       -  
                 
TOTAL ASSETS
  $ 4,571,743     $ 5,290,061  
                 
                 
LIABILITIES AND PARTNERS’ CAPITAL
               
                 
 Current liabilities
               
   Accounts payable
  $ 1,836,340     $ 2,920,045  
   Accounts payable – related parties
    2,676,650       1,089,902  
         Total current liabilities
    4,512,990       4,009,947  
                 
PARTNERS’ CAPITAL
               
  Partners’ Capital
    58,753       1,280,114  
                 
TOTAL LIABILITIES AND PARTNERS’ CAPITAL
  $ 4,571,743     $ 5,290,061  
                 
See accompanying notes to the financial statements. 
 
F-3


VERTEX HOLDINGS, L.P., FORMERLY VERTEX ENERGY, L.P.
(certain assets, liabilities and operations related to its black oil division
and certain assets, liabilities and operations of the refining and marketing division)
STATEMENTS OF OPERATIONS AND CHANGES IN PARTNERS’ CAPITAL
YEARS ENDED DECEMBER 31, 2008 AND 2007
 
             
           
   
2008
   
2007
 
             
Revenues
  $ 62,170,275     $ 39,842,940  
Revenues – related parties
    3,043,019       2,181,559  
      65,213,294       42,024,499  
                 
Cost of revenues
    63,333,141       38,824,591  
                 
Gross profit
    1,880,153       3,199,908  
                 
Selling, general and
  administrative expenses
    2,157,265       968,563  
                 
Income (loss) from operations
    (277,112 )     2,231,345  
                 
Net income (loss)
    (277,112 )     2,231,345  
Beginning partners’ capital
    1,280,114       (127,586 )
Current period distributions
    (944,249 )     (823,645 )
Ending partners’ capital
  $ 58,753     $ 1,280,114  
                 
See accompanying notes to the financial statements. 


F-4


VERTEX HOLDINGS, L.P., FORMERLY VERTEX ENERGY, L.P.
(certain assets, liabilities and operations related to a significant customer
and certain assets, liabilities and operations of the refining and marketing division)
STATEMENTS OF CASH FLOW
YEARS ENDED DECEMBER 31, 2008 AND 2007
 
 
   
2008
   
2007
 
             
Cash flows operating activities
           
  Net income (loss)
  $ (277,112 )   $ 2,231,345  
  Adjustments to reconcile net income (loss) to cash
               
   Provided by operating activities
               
          Inventory impairment
    852,678       -  
     Changes in assets and liabilities
               
         Accounts receivable
    824,034       409,849  
         Accounts receivable – related parties
    (1,048,235 )     (359,068 )
         Due from partnership
    (405,219 )     -  
         Inventory
    95,794       (1,287,732 )
         Prepaid expenses
    375,256       (496,485 )
         Accounts payable
    (1,083,707 )     918,181  
         Accounts payable – related parties
    1,586,748       665,498  
         Other current liabilities
    -       (161,934 )
  Net cash provided by operating activities
    920,237       1,919,654  
                 
Cash flows from investing activities
               
   Purchase of fixed assets
    (11,022 )     -  
   Net cash used by investing activities
    (11,022 )     -  
                 
Cash flows from financing activities
               
  Net proceeds from (payments to) line of credit
    -       (1,145,422 )
  Distributions to limited partners
    (944,249 )     (823,645 )
  Net cash used by financing activities
    (944,249 )     (1,969,067 )
                 
Net decrease in cash and cash equivalents
    (35,034 )     (49,413 )
                 
Cash and cash equivalents at beginning of the year
    52,650       102,063  
                 
Cash and cash equivalents at end of year
  $ 17,616     $ 52,650  
                 
SUPPLEMENTAL INFORMATION
               
  Cash paid for interest   during year
  $ -     $ 65,052  
                 
See accompanying notes to the financial statements. 
 
F-5

VERTEX HOLDINGS, L.P., FORMERLY VERTEX ENERGY, L.P.
(certain assets, liabilities and operations related to a significant customer
and certain assets, liabilities and operations of the refining and marketing division)
NOTES TO FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION AND NATURE OF OPERATIONS

Vertex Holdings, L.P., formerly Vertex Energy, L.P. (certain assets, liabilities and operations related to its black oil division and certain assets, liabilities and operations of the refining and marketing division)(“Vertex LP” or the “Company”), provides a range of services designed to aggregate, process and recycle industrial and commercial waste streams.  Vertex LP currently provides these services in 13 states, with its primary focus in the Gulf Coast region.

As described in more detail in Note 9 “Merger Agreement,” in May 2008, Vertex Holdings, L.P., Vertex Energy, Inc., Vertex Merger Sub, LLC and Benjamin P. Cowart, an individual, (collectively “the Partnership”) entered into an agreement and plan of merger with World Waste Technologies, Inc. (“World Waste”).  Pursuant to this agreement, the Partnership agreed to transfer (the “Transfer”) a specifically defined portion of its operations (referred to as the “Vertex Nevada Business”) to Vertex Energy, Inc. (“Vertex Nevada”). Vertex Nevada was formed to engage in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than activities incidental to its formation and the transactions contemplated by the merger agreement.

On March 6, 2009, a majority of the World Waste’s stockholders voted to merge with a wholly-owned subsidiary of Vertex Nevada.  The accompanying consolidated financial statements and footnote disclosures do not reflect the financial impact of the merger, which closed on April 16, 2009.  See Note 10.

These financial statements have been prepared to reflect:

(a)  the carve-out of certain assets, liabilities and operations of Vertex LP’s black oil division, and

(b) the carve-out of certain assets, liabilities and operations of Vertex LP’s refining and marketing division.

The financial statements have been “carved-out” from the consolidated financial statements of Vertex LP using the historical results of operations and historical basis of the assets and liabilities of Vertex LP.  The financial statements of Vertex LP give effect to accounting and allocation policies established by Vertex LP management for the purposes of these carve-out financial statements and are in accordance with the guidelines provided by Staff Accounting Bulletin No. 103, Update of Codification of Staff Accounting Bulletins (“SAB 103”), section 1B, which effectively superseded Staff Accounting Bulletin 55 (“SAB 55”), Allocation of Expenses and Related Disclosures in Financial Statements of Subsidiaries, Divisions, and Lesser Business Components of Another Entity.  The carve-out financial statements have been prepared on a basis that management believes to be reasonable to reflect the financial position, results of operations and cash flows of Vertex LP’s operations, including portions of Vertex LP’s corporate costs and administrative shared services.  The results of operations, financial position and cash flows from operations, investing and financing activities of the Vertex Nevada Business may be materially different if it is operated as a stand-alone entity.

Although the statement of operations line item does not disclose related party cost of revenue, Vertex Nevada did, in fact, incur related party cost of revenues for the periods presented.  Related party cost of revenues consisted of various cost items such as terminal storage costs, transportation costs, product inventory costs, and analytical costs.  None of these costs, however, were related to the revenue set forth under revenues-related parties.  A detailed description of related party cost of revenues is instead disclosed in Note 6.
F-6

NOTE 1.  BASIS OF PRESENTATION AND NATURE OF OPERATIONS (CONTINUED)

COMPANY OPERATIONS

Vertex LP’s operations are primarily focused on recycle/reuse options for petroleum products, crudes, used lubricants and distillate petroleum products. This focus includes the aggregation, processing and refining of these used petroleum materials into viable commodity products. Vertex LP’s two principal divisions are comprised of Black Oil and Refining and Marketing.

Black Oil

Through its Black Oil division, which has been operational since 2001, Vertex LP recycles used motor oil by purchasing it from a network of local and regional collectors with which Vertex LP has existing relationships, consolidating it for efficient delivery, and selling it to third-party re-refiners.  Historically, substantially all of the feedstock that is gathered from these collectors has been transported by truck, rail, or barge to a third-party re-refinery in Marrero, Louisiana.  This re-refinery purchases Vertex LP’s feedstock pursuant to a month-to-month relationship with Vertex LP.  The re-refinery then upgrades and sells the product for its own account.

Refining and Marketing

Through its Refining and Marketing division, which has been operational since 2004, Vertex LP recycles hydrocarbon streams by (1) purchasing and aggregating these streams from collectors and generators, (2) managing the delivery of these streams to a third-party facility for processing into end-products and (3) managing the sale of the end-products.  Vertex LP gathers hydrocarbon streams in the form of petroleum distillates, transmix and other chemical products that have become off-specification during the transportation or refining process. These feedstock streams are purchased from pipeline operators, refineries, chemical processing facilities and third-party providers, processed on Vertex LP’s behalf by a third-party facility, and then resold by Vertex LP.  The end products are typically three distillate petroleum streams (gasoline blendstock, fuel oil cutterstock and marine diesel oil), which are sold to major oil companies or to large petroleum trading and blending companies.

There are no assets being transferred to Vertex Nevada because the Vertex Nevada Business currently contracts on a fee-paid basis for the use of all assets it deems to be necessary to conduct its operations, from either independent third-parties or related parties.  These assets are made available to Vertex LP at market rates, and it is expected that these contracted assets will remain available to Vertex Nevada under the same, or substantially similar, terms going forward.  Management of the Vertex Nevada Business has chosen to contract for the use of assets rather than purchase or build and own them in order to provide flexibility in its capital equipment requirements in the event there is a need for more or less capacity due to rapid growth or contraction in the future. Vertex Nevada expects that it will continue to rely on contracts for access to assets going forward, to avoid the initial capital expenditures that would be required to build its own facilities.  Management believes that contracting for, instead of buying or building, capital infrastructure is a prudent business decision because in addition to allowing Vertex Nevada to avoid large initial capital outlays and ongoing depreciation charges and maintenance expenditures related to such capital outlays, it also enables Vertex Nevada to grow more quickly because it needs only to raise the working capital necessary to accommodate expected future growth rather than having to raise both working capital and investment capital.
F-7

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents

For purposes of the statement of cash flows, the Company considers all short-term investments purchased with original maturities of three months or less to be cash equivalents.

Accounts receivable

Accounts receivable represents amounts due from customers. Accounts receivable are recorded at invoiced amounts, net of reserves and allowances, and do not bear interest. The Company uses its best estimate to determine the required allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due, economic trends and conditions affecting its customer base, significant one-time events and historical write-off experience. Specific provisions are recorded for individual receivables when we become aware of a customer’s inability to meet its financial obligations. The Company reviews the adequacy of its reserves and allowances quarterly.

Receivable balances greater than 30 days past due are individually reviewed for collectability and if deemed uncollectible, are charged off against the allowance accounts after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any significant off balance sheet credit exposure related to its customers. The allowance was $0 at December 31, 2008 and 2007.

Inventory

Inventories of products consist of feedstocks and refined petroleum products and are reported at the lower of cost or market. The Company recorded inventory impairments of $852,678 and $0 during the years ended December 31, 2008 and 2007, respectively, and included the amounts in cost of revenues.

Fixed Assets

Fixed assets are stated at historical costs.  Depreciation of fixed assets placed in operations is provided using the straight-line method over the estimated useful lives of the assets.  The policy of the Company is to charge amounts for maintenance and repairs to expenses, and to capitalize expenditures for major replacements and betterments.

Revenue recognition

Revenue for each of the Company’s divisions is recognized when persuasive evidence of an arrangement exists, goods are delivered, sales price is determinable, and collection is reasonably assured. Revenue is recognized as inventory is shipped to customers.

Leases

The Company recognizes lease expense on a straight-line basis over the minimum lease terms which expire at various dates through 2011.  These leases are for office and storage tank facilities and are classified as operating leases.  For leases that contain predetermined, fixed escalations of the minimum rentals, the Company recognizes the rent expense on a straight-line basis and records the difference between the rent expense and the rental amount payable in liabilities.

Leasehold improvements made at the inception of the lease are amortized over the shorter of the asset life or the initial lease term as described above.  Leasehold improvements made during the lease term are also amortized over the shorter of the asset life or the remaining lease term.
F-8

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair value of financial instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, and debt.  The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximate their fair value due to the short-term nature of such instruments.  The carrying value of debt approximates fair value, since the interest rates are market based and are adjusted periodically.

Use of estimates

These financial statements were prepared in accordance with accounting principles generally accepted in the United States.  Certain amounts included in or affecting the financial statements and related disclosures must be estimated by management, requiring certain assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared.  These estimates and assumptions affect the amounts reported for assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements.  Any effects on the business, financial position or results of operations from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known.

Recently issued accounting pronouncements
 
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
 
NOTE 3.  REVOLVING CREDIT FACILITY

On June 18, 2006, Regions Bank provided a $3,500,000 revolving line of credit to the Partnership.  The line accrues interest on any outstanding balance according to a quarterly adjusted rate based on LIBOR plus 2.75% (3.50% as of December 31, 2008).  The line matures on June 30, 2009.  Advances under the line are limited to eighty percent of eligible accounts receivable and fifty percent of eligible inventory, as defined by the agreement.  The line is secured by accounts receivable and inventory, assignment of life insurance policies, and a personal guaranty of the managing partner.  The total balance outstanding on the line of credit was approximately $2,989,021 and $2,150,000 at December 31, 2008 and 2007, respectively.  The Company’s portion of the outstanding balance was $0 as of December 31, 2008 and 2007, respectively.  The Company will negotiate its own credit facility in the future.

NOTE 4.  DUE FROM PARTNERSHIP

From time to time, the Company provides cash advances to the Partnership to fund current operations. These advances are non-interest bearing to the Partnership. The balance was $405,219 and $0 at December 31, 2008 and 2007, respectively.

NOTE 5.  COMMITMENTS AND CONTINGENCIES

The Company leases office facilities under an operating lease expiring in April, 2011. Thereafter, the lease continues on a month-to-month basis.   Lease payments under these agreements totaled $71,647 and $42,908 for the year ended December 31, 2008 and 2007, respectively.

The Company also has entered into an agreement to lease storage tanks at a Cedar Bayou, Texas storage and transfer facility with a related party.  The agreement required a six month term beginning January 1, 2007 at a minimum monthly fee of $17,700. The agreement was renewed for a twelve month term beginning November 1, 2008. The Company may terminate the agreement with ninety days notice. The new minimum monthly warehousing rate is $15,000 per month.  Rental expense under this operating lease was approximately $35,000 per month for the periods ended December 31, 2008 and 2007, respectively.
F-9

Future minimum non-cancelable rental payments required in 2009, 2010, 2011 and 2012 under these operating leases totaled $34,996, $36,006, $12,114 and $0, respectively.  Rental expense under all operating leases was approximately $493,000 and $463,000 for the year ended December 31, 2008 and 2007, respectively.

Vertex LP is subject to legal claims and proceedings that arise in the ordinary course of business.  Some of these claims or proceedings against it may have an adverse effect on the financial condition or results of operations of Vertex LP.  The Company’s management does not expect that the results in any of these potential legal proceedings will have an adverse affect on the Company’s financial condition or results of operations.  In accordance with SFAS No. 5, “Accounting for Contingencies,” the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.  The Company believes it has adequate provisions for any such matters.  Nevertheless, it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of a contingency.

The Company has several purchase agreements that require purchases of minimum quantities of the Company’s products.  The agreements generally have one year terms, after which they become month-to-month agreements.  Minimum purchases under these contracts are approximately $10,213,000 and $8,124,000, for 2009 and 2010, respectively.

NOTE 6.  RELATED PARTIES

The Company has numerous transactions with the Partnership, including the lease of the Partnership’s storage facility, transportation of feedstock to re-refiners and the Company’s storage facility, and delivery from the Company’s re-refinery to end customers.  The pricing under these contracts are with certain wholly-owned subsidiaries of the Partnership and are priced at market, and are reviewed periodically from time to time by the related party transaction committee.  The financial statements included revenues from related parties of $3,043,019 and $2,181,559 and inventory purchases from related parties of $11,585,420 and $5,406,602 for the year ended December 31, 2008 and 2007, respectively.

The Company relies on various related parties for significant portions of its purchases and sales of its products, as disclosed above.  The total balance owed to these parties was $2,676,650 and $1,089,902 as of December 31, 2008 and 2007, respectively.  The Company was owed a total of $1,817,228 and $768,993 as of December 31, 2008 and 2007, respectively.

NOTE 7.  CONCENTRATIONS AND SIGNIFICANT CUSTOMERS

The Company has concentrated credit risk for cash by maintaining deposits in one bank.  These balances are insured by the Federal Deposit Insurance Corporation up to $250,000.  From time to time during the years ended December 31, 2008 and 2007, the Company’s cash balances exceeded the federally insured limits.

Financial instruments that potentially subject the Company to credit risk consist primarily of trade receivables.  Three large publicly-held companies with various independent divisions represented 40%, 16%, and 13% of the Company’s gross sales and 92%, 1%, and 1% of outstanding trade receivables for the year ended December 31, 2008 and two such companies represented 77% and 11% of gross sales and 98% and 0% of outstanding trade receivables for the year ended December 31, 2007.

The Company’s revenue, profitability and future rate of growth are substantially dependent on prevailing prices for petroleum-based products. Historically, the energy markets have been very volatile, and there can be no assurance that these prices will not be subject to wide fluctuations in the future. A substantial or extended decline in such prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows and access to capital and on the quantities of petroleum-based product that the Company can economically produce.
F-10

NOTE 8.  SEGMENT REPORTING

The Company’s reportable segments include the Black Oil and Refining and Marketing divisions.  Segment information for the years ended December 31, 2008 and 2007, is as follows:


   
YEAR ENDED DECEMBER 31, 2008
 
                   
   
Black Oil
   
Refining
   
Total
 
Revenues
  $ 45,149,632     $ 20,063,662     $ 65,213,294  
                         
Cost of revenues
    43,275,370       20,057,771       63,333,141  
                         
Gross profit
    1,874,262       5,891       1,880,153  
                         
Selling, general and administrative expenses
    1,438,896       718,369       2,157,265  
                         
Income (loss) from operations
    435,366       (712,478 )     (277,112 )
Net income (loss)
  $ 435,366     $ (712,478 )   $ (277,112 )
                         
Total Assets
  $ 2,683,420     $ 1,888,323     $ 4,571,743  
                         

   
YEAR ENDED DECEMBER 31, 2007
 
                   
   
Black Oil
   
Refining
   
Total
 
Revenues
  $ 34,026,749     $ 7,997,750     $ 42,024,499  
                         
Cost of revenues
    32,449,300       6,375,291       38,824,591  
                         
Gross profit
    1,577,449       1,622,459       3,199,908  
                         
Selling, general and administrative expenses
    646,031       322,532       968,563  
                         
Income from operations
    931,418       1,299,927       2,231,345  
Net income
  $ 931,418     $ 1,299,927     $ 2,231,345  
                         
Total Assets
  $ 3,064,117     $ 2,225,944     $ 5,290,061  
                         
F-11

NOTE 9.  MERGER AGREEMENT

In May, 2008, Vertex Energy, L.P., Vertex Energy, Inc., a Nevada Corporation (“Vertex Nevada”), Vertex Merger Sub, LLC, and Benjamin P. Cowart, an individual, executed an agreement and plan of merger (“the merger”), with World Waste Technologies, Inc., a publicly traded California corporation.  Pursuant to the terms of the agreement, the Partnership will transfer certain business operations to a merger corporation. The merger closed on April 16, 2009.  See Note 10.

NOTE 10. SUBSEQUENT EVENTS

Vertex LP entered into an agreement with a third party effective January 21, 2009 to provide feedstock to a used oil re-refinery plant in the Denver, Colorado area.  This plant will recycle used motor oil and other hydrocarbons.  The agreement will commence upon completion of the construction and testing phases of the plant and commencement of operations resulting in the sale of vacuum gas oil from the plant.  The agreement will continue in effect until the completion of seven contract years. The agreement is to renew for a three year period making a total of ten contract years.  A contract year will be the twelve consecutive calendar months commencing with January of each calendar year during the term of the agreement, except during the first year of commercial operations, which is expected to be only a portion of a contract year. The Company is under contract to supply approximately 55,000 barrels of feedstock per month.  The agreement may be terminated at any time by the mutual agreement of the parties. Processing, in connection with the contract, is anticipated to begin on or around January 2011.  This agreement was assigned to the Company on March 3, 2009.

On February 2, 2009, World Waste loaned the Partnership $1 million.  The note is due at the earliest of: the consummation of the close of the merger with the Company, April 30, 2009, or 60 days following the termination of the merger.  The proceeds were used by the Partnership for working capital purposes.   The note was secured by the assets of Vertex LP and was junior to existing bank debt.  The note was extinguished in connection with the closing of the merger transaction and was used to offset consideration paid to partners of Vertex LP at closing.  

Vertex LP entered into an agreement with a third party effective March 18, 2009 to provide used oil feedstock for a period of eighteen months commencing on the effective date of the agreement. The agreement may be terminated after six months if the Company is not able to satisfy the need with respect to quality or quantity which is 8,000 barrels of recovered oil per calendar month. It is anticipated that this agreement will be assigned to the Company in the near future.

At a special meeting of World Waste’s stockholders held on March 6, 2009, the holders of a majority of the outstanding shares of each of World Waste’s common stock, Series A preferred stock and Series B preferred stock, adopted the Merger Agreement among World Waste, Vertex LP, Vertex Nevada, Vertex Merger Sub, LLC, a California limited liability company and wholly-owned subsidiary of Vertex Nevada, and Benjamin P. Cowart, as agent for the stockholders of Vertex Nevada. The merger closed on April 16, 2009.  

In connection with the merger agreement, Vertex Nevada assumed the Partnership’s operations in connection with the fulfillment of a certain relationship with a major customer and assumed the operations of the Partnership’s refining and marketing division. The presented historical assets of Vertex LP will remain the property of the Partnership following the merger.  Accordingly, no assets of the Partnership were transferred to the merger corporation.  Although subsidiaries controlled by the Partnership were not transferred, the new merger corporation will have the right to acquire these subsidiaries under certain circumstances specified in the merger agreement.  Certain Partners of Vertex LP received cash proceeds of $4.4 million as part of the merger.
F-12

NOTE 10. SUBSEQUENT EVENTS (CONTINUED)

Upon consummation of the merger, World Waste merged into Vertex Merger Sub, LLC, a wholly-owned subsidiary of Vertex Nevada, and Vertex Nevada succeeded to World Waste’s reporting obligations under the Securities Exchange Act of 1934, as amended.
 
As a result of the merger, each outstanding share of World Waste’s common stock was exchanged for 0.10 share of common stock, par value $0.001 per share, of Vertex Nevada, each share of the World Waste’s Series A preferred stock outstanding was exchanged for 0.4062 shares of Vertex Nevada Series A preferred stock, par value $0.001 per share, and each outstanding share of World Waste’s Series B preferred stock was exchanged for 11.651 shares of Vertex Nevada's Series A preferred stock.  Each option and warrant to acquire a share of World Waste’s common stock is to be exchanged for options and warrants to acquire common stock of Vertex Nevada at the same conversion rate as the common stock (the “Merger”)   As a result of the foregoing, the total number of shares of Vertex Nevada common stock outstanding immediately following the Merger, once issued, was 8,261,659 shares, and there were 4,726,442 shares of Vertex Nevada Series A preferred stock outstanding.

Vertex Nevada assumed warrants to purchase approximately 94,084 shares of its common stock, each at a nominal exercise price and warrants to purchase an aggregate of 542,916 shares of common stock with exercise prices ranging from between $10.00 and $27.50 per share and options to purchase 618,800 shares of common stock with exercise prices ranging from between $1.55 to $37.00 per share in connection with the Merger.  Vertex Nevada also granted warrants to purchase an aggregate of 774,478 shares of Vertex Nevada’s common stock to the partners of Vertex LP, which warrants had various exercise prices ranging from $1.55 to $37.00 per share, and had various expiration dates from between April 28, 2010 and February 26, 2018, and which warrants represented 40% of the total outstanding warrants and options of World Waste (not taking into account the warrants with a nominal exercise price, as described above) on the effective date of the Merger.

As a result of the Merger, the counterparties to the Merger transaction became the holders of approximately 42% of Vertex Nevada’s outstanding voting securities.  Benjamin P. Cowart, who owns 39% of Vertex Nevada’s outstanding shares, entered into voting agreements with other shareholders whereby he controlled approximately 58% of the Vertex Nevada voting common stock as to the vote of four of Vertex Nevada’s five Directors for three years. Due to the closing of the transaction subsequent to December 31, 2008, the financial results of World Waste are not reflected in the accompanying financial statements.

The Merger was accounted for as a reverse acquisition of World Waste pursuant to which Vertex Nevada is considered to be the accounting acquirer. In the merger, the shareholders of World Waste exchanged 100% of their shares for approximately 42% of the total capital stock of Vertex Nevada. Vertex Nevada is the continuing entity for financial reporting purposes. Accordingly, the reverse merger was accounted for as a recapitalization of Vertex Nevada.
F-13

NOTE 10. SUBSEQUENT EVENTS (CONTINUED)

In connection with the close of the Merger in April 2009, World Waste delivered to certain of Vertex Nevada’s existing stockholders a total of $3.4 million in cash, which in addition to the $1 million loan made in February 2009, totaled $4.4 million in consideration. World Waste also transferred approximately $2.2 million of cash to Vertex Nevada and Vertex Nevada will assume up to $1.6 million of Vertex LP’s indebtedness as well as other specified ongoing business obligations.  Therefore, as a result of the merger, the combined entity had cash on hand of approximately $2.2 million.  Vertex Nevada has secured a line of credit in the amount of up to $3.5 million (which amount shall in no event be more than 80% of certain accounts held by Vertex Nevada and 50% of the total amount of Vertex Nevada’s inventory, as otherwise described in the Letter Agreement), in connection with its entry into a Letter Loan Agreement (the “Letter Agreement”) and a Revolving Line of Credit (the “Line of Credit”) with Regions Bank (“Regions”) which is expected to be used for feedstock purchases and general corporate purposes.  The Line of Credit bears interest at LIBOR rate plus 4% per annum, subject to a minimum of 5% per annum, adjusted monthly, and which is due on May 25, 2010.  The Letter Agreement also provided for a $1.6 million loan, which Vertex Nevada has not borrowed against to date (the “Letter Loan”) and a $500,000 equipment guidance line, which Vertex Nevada has not utilized to date.  The Letter Loan would be due on May 25, 2010, and accrue interest at the rate of the greater of 5% or the LIBOR rate plus 1.5% per annum, adjusted monthly.  The Line of Credit (and the Letter Loan and equipment guidance line, should Vertex Nevada choose to draw on such loans) are secured by a Security Agreement, which gives Regions a security interest in substantially all of Vertex Nevada’s assets.  The Line of Credit also provided that Vertex Nevada would pay Regions an aggregate of $17,500 in borrowing fees, and would pay Regions a fee equal to the unused amount of the Line of Credit multiplied by 0.35%, accruing daily and payable at the end of each calendar quarter.  The Line of Credit also requires that Vertex Nevada meet and comply with certain liabilities to assets ratios and lending ratios described in greater detail in the Line of Credit, as well as certain other affirmative and negative covenants, the breach of which trigger a default of the Line of Credit.
 
World Waste’s stock was quoted on the OTC Bulletin Board under the symbol “WDWT.OB”, until May 4, 2009, when Vertex Nevada’s common stock symbol became listed under “VTRN.OB” as a result of the Merger. Additionally effective May 4, 2009, Vertex Nevada’s common stock was effectively reversed in a ratio of one for ten (1:10) as a result of the exchange ratios set forth in the Merger Agreement.

On or around May 5, 2009, Vertex Nevada entered into an agreement with a third party to supply the third party with a re-refined cutterstock product.  Vertex Nevada has not yet begun supplying feedstock under the agreement, which calls for commencement of deliveries on or before July 30, 2009.  Pursuant to the terms of the agreement, Vertex Nevada agreed to supply 800 to 2,500 barrels of finished product per day to the third party in consideration for payment to be made to Vertex Nevada.  Vertex Nevada anticipates supplying feedstock pursuant to the terms of the agreement provided that its Vertex Thermo-Chemical re-refining process is operational at that time.  Commissioning and restarting the Vertex Thermo-Chemical process will require additional investment in engineering and equipment related to the process and while Vertex Nevada intends to meet the timelines and specifications defined in the agreement, no assurance can be provided that it will be able to do so.

Vertex Nevada has been in the process of negotiating a new agreement in connection with its recovered oil supply agreement with Omega Refining, LLC (“Omega”), while still operating under the terms of its prior contract, which expired on September 30, 2008.  Vertex Nevada has been working with Omega to establish a supply relationship based on “spot market” pricing and volumes, and for future transactions, price and volume will be variable and negotiated based on the market prices at that time.  To date, Vertex Nevada has not been able to agree to an arrangement that is acceptable to Vertex Nevada and on or about May 4, 2009 Vertex Nevada concluded that Omega had no intention to continue operations pursuant to the terms of the previously expired agreement.
F-14

NOTE 10. SUBSEQUENT EVENTS (CONTINUED)

The possible “spot market” relationship with Omega may encompass the supply of recovered oil during May or June 2009, and then may provide monthly “spot contracts” for the purchase of recovered oil on a moving forward basis.  This proposed agreement would be a change from its prior relationship which held us to a “performance margin”, to a relationship in which we are able to participate in the market spreads that can be gained based on how we buy and sell its product.  However, instead of maintaining consistent revenues from its relationship with Omega, as we did under the terms of the prior agreement, any revenues we generate from a new “spot market” relationship will be subject to Omega’s actual monthly need for recovered oil and the market rates and spreads associated with such recovered oil.

Vertex Nevada has not however entered into any definitive agreement with Omega.  Prior to the termination by Omega of its original working relationship, described above, substantially all of its Black Oil revenues were generated through its relationship with Omega.  As a result, its revenues and results of operations could be adversely affected as a result of the termination of its previous working arrangement with Omega, even in the event Vertex Nevada enters into a “spot market” relationship with Omega following the date of this report.  Vertex Nevada is also actively working to establish arrangements with other potential customers of its products such as blenders and burners of Black Oil.
 
 

 
F-15

Exhibit 99.2








 



VERTEX HOLDINGS, L.P., FORMERLY VERTEX ENERGY, L.P.
(certain assets, liabilities and operations related to its
black oil division and certain assets, liabilities and operations
of the refining and marketing division)

FINANCIAL STATEMENTS



March 31, 2009












VERTEX HOLDINGS, L.P., FORMERLY VERTEX ENERGY, L.P.
(certain assets, liabilities and operations related to its
black oil division and certain assets, liabilities and
operations of the refining and marketing division)


CONTENTS
 
   
 
Page
Financial Statements
 
   
Balance sheets
F-2
   
Statements of operations and changes in partners’ capital
F-3
   
Statements of cash flows
F-4
   
Notes to financial statements
F-5 - F-9



F-1

 
VERTEX HOLDINGS, L.P., FORMERLY VERTEX ENERGY, L.P.
(certain assets, liabilities and operations related to its black oil division
and certain assets, liabilities and operations of the refining and marketing division)
BALANCE SHEETS
 
             
   
March 31,
   
December 31,
 
   
2009
   
2008
 
   
(unaudited)
       
ASSETS
           
             
Current assets
           
  Cash and cash equivalents
  $ 22,753     $ 17,616  
  Accounts receivable, net
    583,513       817,232  
  Accounts receivable – related parties
    1,795,996       1,817,228  
  Due from partnership
    140,000       405,219  
  Inventory
    651,933       1,232,904  
  Prepaid expenses
    200,359       270,522  
      Total current assets
    3,394,554       4,560,721  
                 
  Fixed assets, net
    10,449       11,022  
                 
Total assets
  $ 3,405,003     $ 4,571,743  
                 
                 
LIABILITIES AND PARTNERS’ CAPITAL
               
                 
 Current liabilities
               
   Accounts payable
  $ 2,497,171     $ 1,836,340  
   Accounts payable – related parties
    1,479,977       2,676,650  
         Total current liabilities
    3,977,148       4,512,990  
                 
PARTNERS’ CAPITAL
               
  Partners’ Capital
    (572,145 )     58,753  
                 
TOTAL LIABILITIES AND PARTNERS’ CAPITAL
  $ 3,405,003     $ 4,571,743  
                 
See accompanying notes to the financial statements 
 
F-2


VERTEX HOLDINGS, L.P., FORMERLY VERTEX ENERGY, L.P.
(certain assets, liabilities and operations related to its black oil division
and certain assets, liabilities and operations of the refining and marketing division)
STATEMENTS OF OPERATIONS AND CHANGES IN PARTNERS’ CAPITAL
 
THREE MONTHS ENDED MARCH 31, 2009 AND 2008
(unaudited)
 
             
   
March 31,
 
March 31,
 
   
2009
   
2008
 
             
Revenues
  $ 7,709,263     $ 14,657,919  
Revenues – related parties
    147,871       5,655  
      7,857,134       14,663,574  
                 
Cost of revenues
    7,838,642       13,705,723  
                 
Gross profit
    18,492       957,851  
                 
Selling, general and
  administrative expenses
    597,999       353,702  
                 
Income (loss) from operations
    (579,507 )     604,149  
                 
Net income (loss)
    (579,507 )   $ 604,149  
Beginning partners’ capital
    58,753       1,280,114  
Current period distributions
    (51,391 )     (537,498 )
Ending partners’ capital
  $ (572,145 )   $ 1,346,765  
                 
See accompanying notes to the financial statements 
 
F-3


VERTEX HOLDINGS, L.P., FORMERLY VERTEX ENERGY, L.P.
(certain assets, liabilities and operations related to its black oil division
and certain assets, liabilities and operations of the refining and marketing division)
STATEMENTS OF CASH FLOW
THREE MONTHS ENDED MARCH 31, 2009 AND 2008
(unaudited)
 
             
       
   
March 31,
   
March 31,
 
   
2009
   
2008
 
             
Cash flows operating activities
           
  Net income
  $ (579,507 )   $ 604,149  
  Adjustments to reconcile net income (loss) to cash
               
   Provided by operating activities
               
          Depreciation
    573       -  
     Changes in assets and liabilities
               
         Accounts receivable
    233,720       (689,251 )
         Accounts receivable – related parties
    21,232       (88,213 )
         Due from partnership
    265,219       -  
         Inventory
    580,971       514,758  
         Prepaid expenses
    70,163       125,777  
         Accounts payable
    660,830       99,081  
         Accounts payable – related parties
    (1,196,673 )     (57,774 )
  Net cash provided (used) by operating activities
    56,528       508,527  
                 
Cash flows from financing activities
               
  Distributions to limited partners
    (51,391 )     (537,498 )
  Net cash provided (used) by financing activities
    (51,391 )     (537,498 )
                 
Net increase (decrease) in cash and cash equivalents
    5,137       (28,971 )
                 
Cash and cash equivalents at beginning of the year
    17,616       52,650  
                 
Cash and cash equivalents at end of year
  $ 22,753     $ 23,679  
                 
SUPPLEMENTAL INFORMATION
               
  Cash paid for interest   during year
  $ 14,650     $ -  
                 
See accompanying notes to the financial statements 
 
F-4


VERTEX HOLDINGS, L.P., FORMERLY VERTEX ENERGY, L.P.
(certain assets, liabilities and operations related to its black oil division
and certain assets, liabilities and operations of the refining and marketing division)
NOTES TO FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION AND NATURE OF OPERATIONS

The accompanying unaudited interim financial statements of Vertex Holdings, L.P., formerly Vertex Energy, L.P. (certain assets, liabilities and operations related to its black oil division and certain assets, liabilities and operations of the refining and marketing division)(“Vertex LP” or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s audited financial statements filed with the SEC within this 8-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2008, as reported in the Form 8-K, have been omitted.

NOTE 2.  RELATED PARTIES

The Company has numerous transactions with Vertex Holdings, L.P., formerly Vertex Energy, L.P. (also defined herein as the “Partnership”), including the lease of the Partnership’s storage facility, transportation of feedstock to re-refiners and the Company’s storage facility, and delivery from the Company’s re-refinery to end customers.  The pricing under these contracts are with certain wholly-owned subsidiaries of the Partnership and are priced at market, and are reviewed periodically from time to time by the related party transaction committee.  The financial statements included revenues from related parties of $147,871 and $5,655 and inventory purchases from related parties of $998,954 and $2,314,724 for the three months ending March 31, 2009 and 2008, respectively.

NOTE 3.  CONCENTRATIONS, SIGNIFICANT CUSTOMERS AND COMMITMENTS

The Company has concentrated credit risk for cash by maintaining deposits in one bank.  These balances are insured by the Federal Deposit Insurance Corporation up to $250,000.  From time to time during the three months ended March 31, 2009 and 2008, the Company’s cash balances exceeded the federally insured limits.

Financial instruments that potentially subject the Company to credit risk consist primarily of trade receivables.  One large company with various independent divisions represented 75% of the Company’s gross sales and 94% of outstanding trade receivables for the three months ended March 31, 2009. One such company represented 61% of gross sales and 47% of outstanding trade receivables for the three months ending March 31, 2008.

The Company’s revenue, profitability and future rate of growth are substantially dependent on prevailing prices for petroleum-based products. Historically, the energy markets have been very volatile, and there can be no assurance that these prices will not be subject to wide fluctuations in the future. A substantial or extended decline in such prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows and access to capital and on the quantities of petroleum-based product that the Company can economically produce.

The Company has several purchase agreements that require purchases of minimum quantities of the Company’s products.  The agreements generally have one year terms, after which they become month-to-month agreements.  Minimum purchases under these contracts are approximately $10,213,000 and $8,124,000, for 2009 and 2010, respectively.
F-5

NOTE 4.  SEGMENT REPORTING

The Company’s reportable segments include the Black Oil and Refining and Marketing divisions.  Segment
information for the three months ended March 31, 2009 and 2008, is as follows:

THREE MONTHS ENDED MARCH 31, 2009
 
                   
   
Black Oil
   
Refining
   
Total
 
Revenues
  $ 5,872,774     $ 1,984,360     $ 7,857,134  
                         
Cost of revenues
    5,628,299       2,210,343       7,838,642  
                         
Gross Profit (loss)
    244,475       (225,983 )     18,492  
                         
Selling, general and administrative expenses
    499,450       98,549       597,999  
                         
Income (loss) from operations
    (254,975 )     (324,532 )     (579,507 )
Net income (loss)
  $ (254,975 )   $ (324,532 )   $ (579,507 )
                         
Total Assets
  $ 2,111,984     $ 1,293,019     $ 3,405,003  


THREE MONTHS ENDED MARCH 31, 2008
 
                   
   
Black Oil
   
Refining
   
Total
 
Revenues
  $ 11,533,256     $ 3,130,318     $ 14,663,574  
                         
Cost of revenues
    11,032,896       2,672,827       13,705,723  
                         
Gross Profit
    500,360       457,491       957,851  
                         
Selling, general and administrative expenses
    235,919       117,783       353,702  
                         
Income (loss) from operations
    264,441       339,708       604,149  
Net income (loss)
  $ 264,441     $ 339,708     $ 604,149  
                         
Total Assets
  $ 3,704,071     $ 1,693,948     $ 5,398,019  


NOTE 5.  MERGER AGREEMENT

In May, 2008, Vertex LP, Vertex Energy, Inc., a Nevada Corporation (“Vertex Nevada”), Vertex Merger Sub, LLC.,  and Benjamin P. Cowart, an individual, executed an agreement and plan of merger with World Waste Technologies, Inc., a publicly-traded California corporation.  Pursuant to the terms of the agreement, the Partnership will transfer certain business operations to a merger corporation. The merger closed on April 16, 2009. See Note 6.
F-6

NOTE 6. SUBSEQUENT EVENTS

At a special meeting of World Waste’s stockholders held on March 6, 2009, the holders of a majority of the outstanding shares of each of World Waste’s common stock, Series A preferred stock and Series B preferred stock, adopted the Merger Agreement among World Waste, Vertex LP, Vertex Nevada, Vertex Merger Sub, LLC, a California limited liability company and wholly-owned subsidiary of Vertex Nevada, and Benjamin P. Cowart, as agent for the stockholders of Vertex Nevada.  The merger closed on April 16, 2009.

In connection with the merger agreement, Vertex Nevada assumed the Partnership’s operations in connection with the fulfillment of a certain relationship with a major customer and assumed the operations of the Partnership’s refining and marketing division.  The presented historical assets of Vertex LP will remain the property of the Partnership following the merger.  Accordingly, no assets of   the Partnership were transferred to the merger corporation.  Although subsidiaries controlled by the Partnership were not transferred, the   new merger corporation will have the right to acquire these subsidiaries under certain circumstances specified in the merger agreement.  Certain shareholders of Vertex Nevada received cash proceeds of $4.4 million as part of the merger.

Upon consummation of the merger, World Waste merged into Vertex Merger Sub, LLC, a wholly-owned subsidiary of Vertex Nevada, and Vertex Nevada succeeded to World Waste’s reporting obligations under the Securities Exchange Act of 1934, as amended.

As a result of the merger, each outstanding share of World Waste’s common stock was exchanged for 0.10 share of common stock, par value $0.001 per share, of Vertex Nevada, each share of the World Waste’s Series A preferred stock outstanding was exchanged for 0.4062 shares of Vertex Nevada Series A preferred stock, par value $0.001 per share, and each outstanding share of World Waste’s Series B preferred stock was exchanged for 11.651 shares of Vertex Nevada’s Series A preferred stock.  Each option and warrant to acquire a share of World Waste’s common stock was to be exchanged for options and warrants to acquire common stock of Vertex Nevada at the same conversion rate as the common stock (the “Merger”).  As a result of the foregoing, the total number of shares of Vertex Nevada common stock outstanding immediately following the Merger, once issued, was 8,261,659 shares. The total number of Vertex Nevada’s Series A preferred immediately following the merger was 4,726,442.

Vertex Nevada assumed warrants to purchase approximately 94,084 shares of its common stock, each at a nominal exercise price and warrants to purchase an aggregate of 542,916 shares of common stock with exercise prices ranging from between $10.00 and $27.50 per share and options to purchase 618,800 shares of common stock with exercise prices ranging from between $1.55 to $37.00 per share in connection with the Merger.  Vertex Nevada also granted warrants to purchase an aggregate of 774,478 shares of Vertex Nevada’s common stock to the partners of Vertex LP, which warrants had various exercise prices ranging from $1.55 to $37.00 per share, and had various expiration dates from between April 28, 2010 and February 26, 2018, and which warrants represented 40% of the total outstanding warrants and options of World Waste (not taking into account the warrants with a nominal exercise price, as described above) on the effective date of the Merger.

As a result of the Merger, the counterparties to the Merger transaction became the holders of approximately 42% of Vertex Nevada’s outstanding voting securities. Benjamin P. Cowart who owns 39% of Vertex Nevada’s outstanding shares, entered into voting agreements with other shareholders whereby he controlled approximately 58% of the Vertex Nevada voting common stock as to the vote of four of Vertex Nevada’s five Directors for three years.  Due to the closing of the transaction subsequent to March 31, 2009, the financial results of World Waste are not reflected in the accompanying financial statements.

The Merger was accounted for as a reverse acquisition of World Waste pursuant to which Vertex Nevada is considered to be the accounting acquirer. In the merger, the shareholders of World Waste exchanged 100% of their shares for approximately 42% of the total capital stock of Vertex Nevada. Vertex Nevada is the continuing entity for financial reporting purposes. Accordingly, the reverse merger was accounted for as a recapitalization of Vertex Nevada.
F-7

NOTE 6. SUBSEQUENT EVENTS (CONTINUED)

In connection with the close of the merger in April 2009, World Waste delivered to certain of Vertex Nevada’s existing stockholders a total of $3.4 million in cash, which in addition to the $1 million loan made in February 2009, totaled $4.4 million in consideration.  World Waste also transferred approximately $2.2 million of cash to Vertex Nevada and Vertex Nevada will assume up to $1.6 million of Vertex LP’s indebtedness as well as other specified ongoing business obligations.  Therefore, as a result of the merger, the combined entity had cash on hand of approximately $2 million.  Vertex Nevada has secured a line of credit in the amount of up to $3.5 million (which amount shall in no event be more than 80% of certain accounts held by Vertex Nevada and 50% of the total amount of Vertex Nevada’s inventory, as otherwise described in the Letter Agreement), in connection with its entry into a Letter Loan Agreement (the “Letter Agreement”) and a Revolving Line of Credit (the “Line of Credit”) with Regions Bank (“Regions”) which is expected to be used for feedstock purchases and general corporate purposes.  The Line of Credit bears interest at LIBOR rate plus 4% per annum, subject to a minimum of 5% per annum, adjusted monthly, and which is due on May 25, 2010.  The Letter Agreement also provided for a $1.6 million loan, which Vertex Nevada has not borrowed against to date (the “Letter Loan”) and a $500,000 equipment guidance line, which Vertex Nevada has not utilized to date.  The Letter Loan would be due on May 25, 2010, and accrue interest at the rate of the greater of 5% or the LIBOR rate plus 1.5% per annum, adjusted monthly.  The Line of Credit (and the Letter Loan and equipment guidance line, should Vertex Nevada choose to draw on such loans) are secured by a Security Agreement, which gives Regions a security interest in substantially all of Vertex Nevada’s assets.  The Line of Credit also provided that Vertex Nevada would pay Regions an aggregate of $17,500 in borrowing fees, and would pay Regions a fee equal to the unused amount of the Line of Credit multiplied by 0.35%, accruing daily and payable at the end of each calendar quarter.  The Line of Credit also requires that Vertex Nevada meet and comply with certain liabilities to assets ratios and lending ratios described in greater detail in the Line of Credit, as well as certain other affirmative and negative covenants, the breach of which trigger a default of the Line of Credit.
 
World Waste’s stock was quoted on the OTC Bulletin Board under the symbol “WDWT.OB”, until May 4, 2009, when Vertex Nevada’s common stock symbol became listed under “VTRN.OB” as a result of the Merger.  Additionally, effective May 4, 2009, Vertex Nevada’s common stock was effectively reversed in a ratio of one for ten (1:10) as a result of the exchange ratios set forth in the Merger Agreement.

On or around May 5, 2009, Vertex Nevada entered into an agreement with a third party to supply the third party with a re-refined cutterstock product.  Vertex Nevada has not yet begun supplying feedstock under the agreement, which calls for commencement of deliveries on or before July 30, 2009.  Pursuant to the terms of the agreement, Vertex Nevada agreed to supply 800 to 2500 barrels of finished product per day to the third party in consideration of payment to be made to Vertex Nevada.  Vertex Nevada anticipates supplying feedstock pursuant to the terms of the agreement provided that its Vertex Thermo-Chemical re-refining process is operational at that time.  Commissioning and restarting the Vertex Thermo-Chemical process will require additional investment in engineering and equipment related to the process and while Vertex Nevada intends to meet the timelines and specifications defined in the agreement, no assurance can be provided that it will be able to do so.

Vertex Nevada has been in the process of negotiating a new agreement in connection with its recovered oil supply agreement with Omega Refining, LLC (“Omega”), while still operating under the terms of its prior contract, which expired on September 30, 2008.  Vertex Nevada  has been working with Omega to establish a supply relationship based on “spot market” pricing and volumes, and for future transactions, price and volume will be variable and negotiated based on the market prices at that time.  To date, Vertex Nevada has not been able to agree to an arrangement that is acceptable to the Company and on or about May 4, 2009 Vertex Nevada concluded that Omega had no intention to continue operations pursuant to the terms of the previously expired agreement.
F-8

NOTE 6. SUBSEQUENT EVENTS (CONTINUED)

The possible “spot market” relationship with Omega may encompass the supply of recovered oil during May or June 2009, and then may provide monthly “spot contracts” for the purchase of recovered oil on a moving forward basis.  This proposed agreement would be a change from its prior relationship which held us to a “performance margin”, to a relationship in which we are able to participate in the market spreads that can be gained based on how we buy and sell its product.  However, instead of maintaining consistent revenues from its relationship with Omega, as we did under the terms of the prior agreement, any revenues we generate from a new “spot market” relationship will be subject to Omega’s actual monthly need for recovered oil and the market rates and spreads associated with such recovered oil.

Vertex Nevada has not however entered into any definitive agreement with Omega.  Prior to the termination by Omega of its original working relationship, described above, substantially all of its Black Oil revenues were generated through its relationship with Omega.  As a result, its revenues and results of operations could be adversely affected as a result of the termination of its previous working arrangement with Omega, even in the event Vertex Nevada enters into a “spot market” relationship with Omega following the date of this report.  Vertex Nevada is also actively working to establish arrangements with other potential customers of its products such as blenders and burners of Black Oil.
 
 
F-9

Exhibit 99.3
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors of
Vertex Energy, Inc.
Houston, Texas
 
We have audited the accompanying balance sheet of Vertex Energy, Inc. (“the Company”) as of December 31, 2008 and the related statements of operations, stockholder’s equity, and cash flows for the period from May 14, 2008 (inception) through December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vertex Energy, Inc. as of December 31, 2008, and the results of its operations and its cash flows for the period from May 14, 2008 (inception) through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
 
/s/ LBB & Associates Ltd., LLP
 
Houston, Texas
June 15, 2009
 
F-1

VERTEX ENERGY, INC.
 
BALANCE SHEET
DECEMER 31, 2008

   
December 31,
2008
 
ASSETS
     
       
Total assets
  $ ––  
         
         
LIABILITIES AND STOCKHOLDER’S EQUITY
       
         
Total liabilities
  $ ––  
         
STOCKHOLDER’S EQUITY
       
         
Preferred stock - $0.001 par value per share; 50,000,000 shares  authorized; none issued or outstanding, designated as follows:
       
Series A Preferred Stock - $0.001 par value per share; 5,000,0000 shares authorized; none issued or outstanding
    ––  
Series B Preferred Stock - $0.001 par value per share; 100 shares authorized; none issued or outstanding
    ––  
Common stock, $0.001 par value per share; 750,000,000 shares authorized; one share issued
       
       and outstanding
    ––  
Additional paid-in capital
    91,178  
Accumulated deficit
    (91,178 )
Total stockholder’s equity
    ––  
         
Total liabilities and stockholder’s equity
  $ ––  
         
See accompanying notes to financial statements
F-2

VERTEX ENERGY, INC.
 
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (MAY 14, 2008)
THROUGH DECEMBER 31, 2008
 
   
Inception
(May 14,
2008)
Through
December 31,
2008
 
         
Revenue
 
$
––
 
         
Expenses
       
General and administrative
   
91,178
 
Total expenses
   
91,178
 
         
Net Loss
 
$
(91,178
)
         
         
Basic and diluted net loss per share
 
$
(91,178
)
         
Weighted average shares outstanding
   
1
 
         
See accompanying notes to financial statements
 
F-3


 
VERTEX ENERGY, INC.
 
STATEMENT OF STOCKHOLDER’S EQUITY
FOR THE PERIOD FROM INCEPTION (MAY 14, 2008)
THROUGH DECEMBER 31, 2008
 
   
Preferred Stock
 
Common Stock
             
   
Shares
 
Amount
 
Shares
 
Amount
 
Additional
Paid-in
Capital
 
Accumulated
Deficit
 
Total
 
                               
BALANCE - INCEPTION (MAY14, 2008)
    ––   ––     ––   $ ––   $ ––   $ ––   $ ––  
Issuance of common stock and stock options
    ––   ––     1     ––     91,178     ––     91,178  
Net loss
    ––   ––     ––     ––     ––     (91,178 )   (91,178 )
BALANCE – DECEMBER 31, 2008
    ––   ––     1   $ ––   $ 91,178   $ (91,178 ) $ ––  
                                           
 See accompanying notes to financial statements

 
F-4

VERTEX ENERGY, INC.
 
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (MAY 14, 2008)
THROUGH DECEMBER 31, 2008
 
   
Inception
(May 14,
2008)
Through
December 31,
2008
 
CASH FLOWS USED IN OPERATING ACTIVITIES
       
Net loss
 
$
(91,178
)
Adjustment to reconcile net loss to net cash used in operating activities:
       
Stock based compensation expense
   
91,178
 
NET CASH FLOWS USED IN OPERATING ACTIVITIES
   
––
 
         
         
CASH FLOWS USED IN INVESTING ACTIVITIES
   
––
 
         
         
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
   
––
 
         
INCREASE IN CASH AND CASH EQUIVALENTS
   
––
 
         
CASH AND CASH EQUIVALENTS - beginning of period
   
––
 
         
CASH AND CASH EQUIVALENTS - end of period
 
$
––
 
SUPPLEMENTAL CASH FLOW INFORMATION
       
Cash paid for interest
 
$
––
 
Cash paid for taxes
 
$
––
 
         
See accompanying notes to financial statements

F-5

 
VERTEX ENERGY, INC.
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008

NOTE 1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS
 
Vertex Energy, Inc. (the “Company” or “Vertex Nevada”) was incorporated under the laws of the State of Nevada in May 2008, and has had no operating and minimal financial activity to date. The Company was formed for the purpose of receiving the transfer of certain operations related to its black oil division and certain assets, liabilities and operations of the refining and marketing division of Vertex Holdings, L.P., formerly Vertex Energy, L.P.
 
Vertex Holdings, L.P. (the “Partnership” or “Vertex LP”) provides a range of services designed to aggregate, process and recycle industrial and commercial waste streams. Vertex LP currently provides these services in 13 states, with its primary focus in the Gulf Coast region of the United States.
 
In May 2008, Vertex LP, the Company, Vertex Merger Sub, LLC and Benjamin P. Cowart, an individual, executed an agreement and plan of merger with World Waste Technologies, Inc., a publicly-traded California corporation. The merger transaction closed on April 16, 2009. See Note 7. In connection with the merger agreement, Vertex Energy, Inc. assumed the Partnership’s operations in connection with the fulfillment of a certain arrangement with a major customer and assumed the operations of the Partnership’s refining and marketing division. The assets of Vertex LP will remain the property of Vertex LP following the merger. Accordingly, no assets of Vertex LP were transferred to the merger corporation. Although subsidiaries controlled by Vertex LP will not be transferred, the new merger corporation will have the right to acquire these subsidiaries under certain circumstances specified in the merger agreement.
 
As the merger was consummated on April 16, 2009, no transfer of business activities had occurred during 2008, and the Company consequently had no operations during 2008. The Company’s fiscal year end is December 31.
 
NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Use of Estimates
 
These financial statements were prepared in accordance with accounting principles generally accepted in the United States. Certain amounts included in or affecting the financial statements and related disclosures must be estimated by management, requiring certain assumptions with respect to values or conditions which cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts reported for assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Any effects on the business, financial position or results of operations from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known.
 
Stock Based Compensation
 
The Company accounts for share-based expense and activity in accordance with FAS No. 123(R), “Share-Based Payment,” (“FAS123(R)”) which establishes accounting for equity instruments exchanged for services. Under the provisions of FAS123(R), share-based compensation costs are measured at the grant date, based on the calculated fair value of the award, and are recognized as an expense over the employee’s requisite service period, generally the vesting period of the equity grant.
 
Share-based payments to non-employees are measured at the grant date, based on the calculated fair value of the award, and are recognized as an expense over the service period, generally the vesting period of the equity grant. The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, expected option term, expected volatility of the stock over the option’s expected term, risk-free interest rate over the option’s expected term, and the expected annual dividend yield. The Company believes that the valuation technique and approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the stock options granted.
 
F-6

VERTEX ENERGY, INC.
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Basic and Diluted Loss per Share
 
Basic and diluted loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
 
Income Taxes
 
The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.
 
Recently Issued Accounting Pronouncements
 
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
 
NOTE 3.  COMMON STOCK
 
The total number of authorized shares of the Company’s common stock is 750,000,000 shares, $0.001 par value per share.  There was one share of common stock outstanding as of December 31, 2008.
 
Each share of the Company’s common stock is entitled to equal dividends and distributions per share with respect to the common stock when, as and if declared by the Company’s board of directors. No holder of any shares of the Company’s common stock has a preemptive right to subscribe for any Company security, nor are any shares of the Company’s common stock subject to redemption or convertible into other securities. Upon liquidation, dissolution or winding-up of the Company, and after payment of creditors and preferred shareholders, if any, the assets of the Company will be divided pro rata on a share-for-share basis among the holders of the Company’s common stock. Each share of the Company’s common stock is entitled to one vote, except with respect to the election of directors. Shares of the Company’s common stock do not possess any rights in respect of cumulative voting.
 
On December 4, 2008, the Company effected a one-for-ten reverse stock split. This reverse split has been presented retroactively within these financial statements. Any partial shares have been rounded up to the nearest whole share.
 
NOTE 4.  PREFERRED STOCK
 
The total number of authorized shares of the Company’s preferred stock is 50,000,000 blank check shares, $0.001 par value per share. The blank check preferred stock can be designated at the discretion of the Board of Directors. In December 2008, the Company designated Series A and Series B Preferred Stock.
 
Each share of Series A Preferred Stock is entitled to dividends if declared by the board of directors and shall be converted into shares of Common Stock automatically upon the first to occur of any of the following: (i) the affirmative vote or written consent of a majority of the then-outstanding Series A Preferred Stock; (ii) the closing market price of the common stock averages at least $15.00 per share over a period of 20 consecutive trading days and the daily trading volume over the same 20-day period averages at least 7,500 shares; (iii) the closing of the sale of the Company’s common stock in a public offering underwritten by an investment bank reasonably acceptable to the holders of a majority of the then-outstanding shares of Series A Preferred Stock, registered under the Securities Act of 1933, as amended, with a per share price to the public of at least $10.00 per share and for a total gross offering amount of at least $10.0 million, other than a registration relating solely to a transaction under Rule 145 under the Securities Act (or any successor thereto) or to an employee benefit plan of the Company; or (iv) the closing of an acquisition resulting in proceeds to the holders of the Series A Preferred Stock of at least $10.00 per outstanding share of Series A Preferred Stock.
F-7

The Series B Preferred Stock has no rights to dividends or conversion.   So long as any shares of Series B Preferred Stock remain outstanding, the holders of the Series B Preferred Stock, voting as a separate class, are entitled to elect four of the five directors of the Company.
 
As of December 31, 2008, there were no shares of preferred stock outstanding.  See Note 7 for preferred stock subsequent events.
 
NOTE 5.  STOCK COMPENSATION
 
On May 16, 2008, the Company granted options to acquire a total of up to 426,500 shares of its common stock to executive officers, a director, and consultants. The options have an exercise price of $1.20 per share and a term of 10 years from the date of grant. The fair value of the stock at the date of grant was $1.20 per share and was valued contemporaneous with the grants. Generally, 25% of the options vest per year beginning on the first anniversary of the grant date. The fair value of these options is $241,156 using the Black Scholes valuation model. A risk free rate of 3.12% and a volatility calculation of 30.63% were used to value these options. The Company recorded stock compensation expense of $83,735 in connection with these grants in the accompanying statement of operations. None of these options were exercisable as of December 31, 2008.
 
On June 2, 2008, the Board of Directors of Vertex Energy, Inc. appointed two new members to its board of directors, and granted 20,000 options to each of the two directors. The options have the same terms as the options discussed above. The fair value of the stock at the date of grant was $1.20 per share and was valued contemporaneous with the grants. A risk free rate of 3.28% and a volatility calculation of 30.63% were used to value these options. The fair value of these options is $22,862 using the Black Scholes valuation model. The Company recorded stock compensation expense of $7,442 in connection with these grants in the accompanying statement of operations. None of these options were exercisable as of June 30, 2008.
 

 
       
   
Year Ended
December 31,
2008
   
 
 
Expected volatility
    30.63 %
Expected dividends
    0 %
Expected term (in years)
    10  
Risk-free rate
    3.12-3.28 %
 
A summary of option activity as of December 31, 2008, and changes during the period then ended is presented below:
 
Employee Options
 
Shares
   
Weighted-
Average
Exercise
Price
   
Average
Remaining
Contractual
Term
   
Weighted-
Aggregate
Intrinsic
Value
 
Outstanding at January 1, 2008
    ––       ––             ––  
Granted
    466,500     $ 1.20           $ 559,800  
Exercised
    ––       ––             ––  
Forfeited or expired
    ––       ––             ––  
Outstanding at December 31, 2008                           
    466,500     $ 1.20       9.37       ––  
Exercisable at December 31, 2008
    ––       ––               ––  

 
As of December 31, 2008, there was $172,841 of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of  approximately 3.4 years.
 
On October 10, 2008, the Company issued one share of common stock valued at $1 to Vertex LP as consideration for the formation of the Company.
F-8

NOTE 6. INCOME TAXES
 
The Company has no net operating loss carryforward as of December 31, 2008 due to the Company’s only expense being non-deductible stock compensation. Consequently, there is no deferred tax asset or valuation allowance attributable to the Company as of December 31, 2008.
 
NOTE 7. SUBSEQUENT EVENTS
 
At a special meeting of its shareholders held on March 6, 2009, the holders of a majority of the outstanding shares of each of World Waste’s common stock, Series A preferred stock and Series B preferred stock, adopted the merger agreement among World Waste, Vertex LP, a Texas limited partnership, the Company, Vertex Merger Sub, LLC, a California limited liability company and wholly-owned subsidiary of the Company, and Benjamin P. Cowart, as agent for the shareholders of Vertex Nevada.
 
The merger closed on April 16, 2009.  Upon consummation of the merger, World Waste became a wholly-owned subsidiary of the Company, and the Company succeeded to Word Waste’s reporting obligations under the Securities Exchange Act of 1934.
 
Each outstanding share of World Waste’s common stock was exchanged for 0.10 share of common stock, par value $0.001 per share, of the Company, each share of World Waste’s Series A preferred stock outstanding was exchanged for 0.4062 shares of the Company’s Series A preferred stock, par value $0.001 per share, and each outstanding share of World Waste’s Series B preferred stock was exchanged for 11.651 shares of the Company’s Series A preferred stock.  Each option and warrant to acquire a share of World Waste’s common stock was exchanged for options and warrants to acquire common stock of the Company at the same conversion rate as the common stock.   As a result of the foregoing, the total number of shares of common stock immediately following the merger is 8,261,659 shares, and there were 4,726,442 shares of Series A preferred stock outstanding.
 
Vertex Nevada assumed warrants to purchase approximately 94,084 shares of its common stock, each at a nominal exercise price and warrants to purchase an aggregate of 542,916 shares of common stock with exercise prices ranging from between $10.00 and $27.50 per share and options to purchase 618,800 shares of common stock with exercise prices ranging from between $1.55 to $37.00 per share in connection with the Merger.  Vertex Nevada also granted warrants to purchase an aggregate of 774,478 shares of Vertex Nevada’s common stock to the partners of Vertex LP, which warrants had various exercise prices ranging from $1.55 to $37.00 per share, and had various expiration dates from between April 28, 2010 and February 26, 2018, and which warrants represented 40% of the total outstanding warrants and options of World Waste (not taking into account the warrants with a nominal exercise price, as described above) on the effective date of the Merger.
 
As a result of the merger, the counterparties to the merger transaction became the holders of approximately 42% of the combined entity’s outstanding voting securities. Benjamin P. Cowart, who owns 39% of the combined entity’s common stock, entered into voting agreements with other shareholders whereby he controlled approximately 58% of the Company’s voting common stock as to the vote of four of Vertex Nevada’s five Directors for three years.  Due to the closing of the transaction subsequent to March 31, 2009, the combined financial results are not reflected in the accompanying financial statements.

The Merger was accounted for as a reverse acquisition of World Waste pursuant to which Vertex Nevada is considered to be the accounting acquirer. In the merger, the shareholders of World Waste exchanged 100% of their shares for approximately 42% of the total capital stock of Vertex Nevada. Vertex Nevada is the continuing entity for financial reporting purposes. After the closing of the merger and as a result of the share exchange, Vertex Nevada accounted for the reverse merger as a recapitalization of World Waste.
 
In April 2009, the Company issued a total of 400,000 qualified and non-qualified stock options in connection with employment agreements entered into with its new Chief Operating Officer and its new Executive Vice President of Business Development.  The 125,000 non-qualified stock options vest immediately and are exercisable for three years after termination of employment.  The 275,000 qualified options vest in equal portions quarterly over 4 years and are exercisable for 10 years or 90 days after the termination of employment.  The exercise price of the options was equal to the fair market value of the stock on the date of grant.
F-9

In April 2009, the Company withdrew the designation of its Series B Preferred Stock.  No shares were outstanding at that time.
 
On May 4, 2009, the Company’s common stock symbol was listed on the over the counter bulletin board under “VTRN.”
 
In connection with the closing conditions of the merger transaction, the Company entered into a financing arrangement with a commercial bank.  The facility is comprised of (1) a $1.6 million term loan, bearing interested at LIBOR plus 1.5%, (2) a $3.5 million working capital line of credit, with the balance drawable based on accounts receivable and inventory balances, bearing interest at LIBOR plus 4%, and (3) a $500,000 equipment financing line, with terms to be determined upon utilization.  All three tranches are secured by all of the assets of the Company and stipulate that interest is payable monthly, and that the balance is due May 25, 2010.  The financing arrangement is secured by all the assets of the Company.
 
On or around May 5, 2009, the Company entered into an agreement with a third party to supply the third party with a re-refined cutterstock product. The Company has not yet begun supplying feedstock under the agreement, which calls for commencement of deliveries on or before July 30, 2009. Pursuant to the terms of the agreement, the Company agreed to supply 800 to 2,500 barrels of finished product per day to the third party. The Company anticipates supplying feedstock pursuant to the terms of the agreement provided that its Vertex Thermo-Chemical re-refining process is operational at that time. Commissioning and restarting the Vertex Thermo-Chemical process will require additional investment in engineering and equipment related to the process and while the Company intends to meet the timelines and specifications defined in the agreement, no assurance can be provided that it will be able to do so.

Vertex Nevada has been in the process of negotiating a new agreement in connection with its recovered oil supply agreement with Omega Refining, LLC (“Omega”), while still operating under the terms of its prior contract, which expired on September 30, 2008.  The Company has been working with Omega to establish a supply relationship based on “spot market” pricing and volumes, and for future transactions, price and volume will be variable and negotiated based on the market prices at that time.  To date, Vertex Nevada has not been able to agree to an arrangement that is acceptable to the Company and on or about May 4, 2009 the Company concluded that Omega had no intention to continue operations pursuant to the terms of the previously expired agreement.

Effective April 16, 2009, Vertex Nevada entered into employment agreements with its Chief Executive Officer, Chief Operating Officer and Executive Vice-President of Business Development.  The contracts are for five, four, and two year terms, respectively, with base salaries of $190,000, $150,000 and $150,000, respectively.

As part of the merger, the Company assumed several purchase agreements that require purchases of minimum quantitities of the Company’s products.  The agreements generally have one-year terms, after which they become month-to-month agreements.  Minimum purchases under these agreements are approximately $10,213,000 and $8,124,000 in 2009 and 2010, respectively.
 
 
F-10

Exhibit 99.4
VERTEX ENERGY, INC.
 
BALANCE SHEETS

   
March 31,
   
December 31,
 
   
2009
   
2008
 
   
(unaudited)
       
ASSETS
           
             
Total assets
  $     $  
                 
                 
LIABILITIES AND STOCKHOLDER’S EQUITY
               
                 
Total liabilities
  $     $  
                 
STOCKHOLDER’S EQUITY
               
                 
Preferred stock - $0.001 par value per share; 50,000,000 shares  authorized; none issued
   or outstanding, designated as follows:
               
Series A Preferred Stock - $0.001 par value per share; 5,000,000 shares authorized;
   none issued or outstanding
           
Series B Preferred Stock - $0.001 par value per share; 100 shares authorized;
   none issued or outstanding
           
Common stock, $0.001 par value per share; 750,000,000 shares authorized; one share
   issued and outstanding
               
Additional paid-in capital
    125,555       91,178  
Accumulated deficit
    (125,555 )     (91,178
   Total stockholder’s equity
           
                 
   Total liabilities and stockholder’s equity
  $     $    
                 
See accompanying notes to financial statements
 
F-1


VERTEX ENERGY, INC.
 
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2009
(UNAUDITED)
   
Three Months Ended
March 31, 2009
 
       
Revenue
  $ ––  
         
Expenses
       
General and administrative
    34,377  
Total expenses
    34,377  
         
Net Loss
  $ (34,377 )
         
         
Basic and diluted net loss per share
  $ (34,377 )
         
Weighted average shares outstanding
    1  
         
See accompanying notes to financial statements

F-2

 
VERTEX ENERGY, INC.
 
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2009
(UNAUDITED)

   
Three Months Ended March 31, 2009
 
CASH FLOWS USED IN OPERATING ACTIVITIES
       
Net loss
 
$
(34,377
)
Adjustment to reconcile net loss to net cash used in operating activities:
       
Stock based compensation expense
   
34,377
 
NET CASH FLOWS USED IN OPERATING ACTIVITIES
   
––
 
         
         
CASH FLOWS USED IN INVESTING ACTIVITIES
   
––
 
         
         
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
   
––
 
         
INCREASE IN CASH AND CASH EQUIVALENTS
   
––
 
         
CASH AND CASH EQUIVALENTS - beginning of period
   
––
 
         
CASH AND CASH EQUIVALENTS - end of period
 
$
––
 
SUPPLEMENTAL CASH FLOW INFORMATION
       
Cash paid for interest
 
$
––
 
Cash paid for taxes
 
$
––
 
         
See accompanying notes to financial statements
 
F-3

VERTEX ENERGY, INC.
 
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1.  BASIS OF PRESENTATION AND NATURE OF OPERATIONS
 
The accompanying unaudited interim financial statements of Vertex Energy, Inc. (the “Company” or “Vertex Nevada”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s audited financial statements filed with the SEC within this 8-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2008, as reported in the Form 8-K, have been omitted.
 
NOTE 2.  SUBSEQUENT EVENTS
 
At a special meeting of its shareholders held on March 6, 2009, the holders of a majority of the outstanding shares of each of World Waste Technology, Inc.’s (“World Waste’s”) common stock, Series A preferred stock and Series B preferred stock, adopted the merger agreement among World Waste, Vertex Holdings, L.P., formerly Vertex Energy, L.P., a Texas limited partnership (“Vertex LP”), the Company, Vertex Merger Sub, LLC, a California limited liability company and wholly-owned subsidiary of the Company, and Benjamin P. Cowart, as agent for the shareholders of Vertex Nevada.
 
The merger closed on April 16, 2009.  Upon consummation of the merger, World Waste became a wholly owned subsidiary of the Company, and the Company succeeded to Word Waste’s reporting obligations under the Securities Exchange Act of 1934.
 
Each outstanding share of World Waste’s common stock was exchanged for 0.10 share of common stock, par value $0.001 per share, of the Company., each share of World Waste’s Series A preferred stock outstanding was exchanged for 0.4062 shares of the Company’s Series A preferred stock, par value $0.001 per share, and each outstanding share of World Waste’s Series B preferred stock was exchanged for 11.651 shares of the Company’s Series A preferred stock.  Each option and warrant to acquire a share of World Waste’s common stock was exchanged for options and warrants to acquire common stock of the Company. at the same conversion rate as the common stock.   As a result of the foregoing, the total number of shares of common stock immediately following the merger is 8,261,659 shares, and there were 4,726,442 shares of Series A preferred stock outstanding.
 
Vertex Nevada assumed warrants to purchase approximately 94,084 shares of its common stock, each at a nominal exercise price and warrants to purchase an aggregate of 542,916 shares of common stock with exercise prices ranging from between $10.00 and $27.50 per share and options to purchase 618,800 shares of common stock with exercise prices ranging from between $1.55 to $37.00 per share in connection with the Merger.  Vertex Nevada also granted warrants to purchase an aggregate of 774,478 shares of Vertex Nevada’s common stock to the partners of Vertex LP, which warrants had various exercise prices ranging from $1.55 to $37.00 per share, and had various expiration dates from between April 28, 2010 and February 26, 2018, and which warrants represented 40% of the total outstanding warrants and options of World Waste (not taking into account the warrants with a nominal exercise price, as described above) on the effective date of the Merger.
 
As a result of the merger, the counterparties to the merger transaction became the holders of approximately 42% of the combined entity’s outstanding voting securities. Benjamin P. Cowart, who owns 39% of the combined entity’s common stock, entered into voting agreements with other shareholders whereby he controlled approximately 58% of the Company’s voting common stock as to the vote of four of Vertex Nevada’s five Directors for three years.  Due to the closing of the transaction subsequent to March 31, 2009, the combined financial results are not reflected in the accompanying financial statements.
F-4

The Merger was accounted for as a reverse acquisition of World Waste pursuant to which Vertex Nevada is considered to be the accounting acquirer. In the merger, the shareholders of World Waste exchanged 100% of their shares for approximately 42% of the total capital stock of Vertex Nevada. Vertex Nevada is the continuing entity for financial reporting purposes. Accordingly, the reverse merger was accounted for as a recapitalization of Vertex Nevada.

In April 2009, the Company issued a total of 400,000 qualified and non-qualified stock options in connection with employment agreements entered into with its new Chief Operating Officer and its new Executive Vice President of Business Development.  The 125,000 non-qualified stock options vest immediately and are exercisable for three years after termination of employment.  The 275,000 qualified options vest in equal portions quarterly over 4 years and are exercisable for 10 years or 90 days after the termination of employment.  The exercise price of the options were equal to the fair market value of the stock on the date of grant.
 
On April 9, 2009, the Company withdrew the designation of its Series B Preferred Stock.  No shares were outstanding at that time.
 
On May 4, 2009, the Company’s common stock symbol was listed on the over the counter bulletin board under VTRN.
 
In connection with the closing conditions of the merger transaction, the Company entered into a financing arrangement with a commercial bank.  The facility is comprised of (1) a $1.6 million term loan, bearing interested at LIBOR plus 1.5%, (2) a $3.5 million working capital line of credit, with the balance drawable based on accounts receivable and inventory balances, bearing interest at LIBOR plus 4%, and (3) a $500,000 equipment financing line, with terms to be determined upon utilization.  All three tranches are secured by all of the assets of the Company and stipulate that interest is payable monthly, and that the balance is due May 25, 2010.  The financing arrangement is secured by all the assets of the Company.
 
On or around May 5, 2009, the Company entered into an agreement with a third party to supply the third party with a re-refined cutterstock product. The Company has not yet begun supplying feedstock under the agreement, which calls for commencement of deliveries on or before July 30, 2009. Pursuant to the terms of the agreement, the Company agreed to supply 800 to 2,500 barrels of finished product per day to the third party. The Company anticipates supplying feedstock pursuant to the terms of the agreement provided that its Vertex Thermo-Chemical re-refining process is operational at that time. Commissioning and restarting the Vertex Thermo-Chemical process will require additional investment in engineering and equipment related to the process and while the Company intends to meet the timelines and specifications defined in the agreement, no assurance can be provided that it will be able to do so.

Vertex Nevada has been in the process of negotiating a new agreement in connection with its recovered oil supply agreement with Omega Refining, LLC (“Omega”), while still operating under the terms of its prior contract, which expired on September 30, 2008.  The Company has been working with Omega to establish a supply relationship based on “spot market” pricing and volumes, and for future transactions, price and volume will be variable and negotiated based on the market prices at that time.  To date, Vertex Nevada has not been able to agree to an arrangement that is acceptable to the Company and on or about May 4, 2009 the Company concluded that Omega had no intention to continue operations pursuant to the terms of the previously expired agreement.

Effective April 16, 2009, Vertex Nevada entered into employment agreements with its Chief Executive Officer, Chief Operating Officer and Executive Vice-President of Business Development.  The contracts are for five, four, and two year terms, respectively, with baase salaries of $190,000, $150,000 and $150,000, respectively.

As part of the merger, the Company assumed several purchase agreements that require purchases of minimum quantitities of the Company’s products.  The agreements generally have one-year terms, after which they become month-to-month agreements.  Minimum purchases under these agreements are approximately $10,213,000 and $8,124,000 in 2009 and 2010, respectively.

F-5



Exhibit 99.5
VERTEX ENERGY, INC.
 
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
 
In May 2008, Vertex Holdings, L.P., formerly known as Vertex Energy, L.P. (“Vertex LP”), Vertex Energy, Inc., a Nevada corporation (“Vertex Nevada”), Vertex Merger Sub, LLC, a California limited liability company (“Merger Sub”), and Benjamin P. Cowart, as agent for the shareholders of Vertex Nevada, on the one hand, and World Waste Technologies, Inc., a publicly traded California corporation(“World Waste”), on the other hand, entered into an amended and restated agreement and plan of merger (the ”Merger Agreement”).
 
At a special meeting of its shareholders held on March 6, 2009, the holders of a majority of the outstanding shares of each of World Waste’s common stock, Series A preferred stock and Series B preferred stock, adopted the merger agreement among World Waste, Vertex LP, a Texas limited partnership, the Company, Vertex Merger Sub, LLC, a California limited liability company and wholly-owned subsidiary of the Company, and Benjamin P. Cowart, as agent for the shareholders of Vertex Nevada.

The merger closed on April 16, 2009.  Upon consummation of the merger, World Waste merged into Merger Sub, and the Company succeeded to World Waste’s reporting obligations under the Securities Exchange Act of 1934, as amended.

As part of the merger, Vertex Nevada assumed up to $1.6 million of Vertex LP’s indebtedness and certain other specified obligations of Vertex LP, World Waste provided consideration of $4.4 million (comprised of a cash payment of $3.4 million and forgiveness of a $1.0 million loan made to Vertex LP in February 2009), World Waste provided $2.2 million of cash to Vertex Nevada. Each outstanding share of World Waste’s common stock was exchanged for 0.10 share of common stock, par value $0.001 per share, of the Company, each share of World Waste’s Series A preferred stock outstanding was exchanged for 0.4062 shares of the Company’s Series A preferred stock, par value $0.001 per share, and each outstanding share of World Waste’s Series B preferred stock was exchanged for 11.651 shares of the Company’s Series A preferred stock.  Each option and warrant to acquire a share of World Waste’s common stock was exchanged for options and warrants to acquire common stock of the Company at the same conversion rate as the common stock.   As a result of the foregoing, the total number of shares of common stock immediately following the merger is 8,261,659 shares, and there were 4,726,442 shares of Series A preferred stock outstanding.

As a result of the merger, the counterparties to the merger transaction became the holders of approximately 42% of the combined entity’s outstanding voting securities. Benjamin P. Cowart, who beneficially owns 39% of the combined entity’s common stock, entered into voting agreements with other shareholders whereby he controlled approximately 58% of the Company’s total voting common stock as to the vote of four of Vertex Nevada’s five Directors for three years.  The following unaudited pro forma combined balance sheet has been derived from the unaudited balance sheet of World Waste, an unaudited balance sheet reflecting certain assets and liabilities of Vertex LP, and an unaudited balance sheet of Vertex Energy, Inc., in each case at March 31, 2009, and adjusts such information to give effect to the merger as if it had occurred on March 31, 2009.

The following unaudited pro forma combined statement of operations for the three months ended March 31, 2009 has been derived from the unaudited statement of operations for World Waste and Vertex LP and the unaudited statement of operations for Vertex Energy, Inc., in each case giving effect to the merger as though it had occurred on January 1, 2009. The unaudited pro forma combined statement of operations for the year ended December 31, 2008 has been derived from the audited statements of operations for Vertex Energy, Inc., Vertex LP and World Waste giving effect to the merger as though it has occurred on January 1, 2008.
 
The pro forma adjustments and assumptions are based on estimates, evaluations and other data currently available and, in management’s opinion, provide a reasonable basis for the fair presentation of the estimated effects attributable directly to the merger. The pro forma combined financial information is being presented for illustrative purposes only, and this information should not be relied upon for purposes of making any investment or other decisions.
 
The unaudited pro forma combined financial information may have been different had the companies actually been combined as of January 1, 2008 or January 1, 2009. All information contained herein should be read in conjunction with the financial statements and notes thereto of Vertex Nevada and World Waste included elsewhere in this proxy statement, and the notes to the unaudited pro forma combined financial information included herein.
F-1

VERTEX ENERGY, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
MARCH 31, 2009

   
Certain
assets and
liabilities of
Vertex
Holdings, LP
 
Vertex
Energy
Inc.
 
Pro forma
Adjustments
(Note 1)
 
       
Pro forma Vertex entities
   
World Waste
Technologies,
Inc.
   
Pro forma
Adjustments
(Note 1)
   
Vertex Energy, Inc.
Pro forma
Adjusted
 
ASSETS
                                           
       
     
Current assets
                                                   
Cash
 
$
22,753
 
$
––
 
$
(22,753
)
b
$
––
   
$
5,848,182
   
$
(3,728,449
)
a
$
2,119,733
 
Accounts receivable, net
   
583,513
   
––
   
(583,513
)
b
 
––
     
––
     
––
     
––
 
Accounts receivable-related parties
   
1,795,996
   
––
   
(1,795,996
)
b
 
––
     
––
     
––
     
––
 
Due from partnership
   
140,000
   
––
   
(140,000
)
b
 
––
     
––
     
––
     
––
 
Inventory
   
651,933
   
––
   
(651,933
)
b
 
––
     
––
     
––
     
––
 
Prepaid expenses
   
200,359
   
––
   
(200,359
)
b
 
––
     
145,733
     
––
 
h
 
145,733
 
Note receivable
   
––
   
––
   
––
     
––
     
1,000,000
k
   
(1,000,000
)
   
––
 
Total Current Assets
   
3,394,554
   
––
   
(3,394,554
)
b
 
––
     
6,993,915
     
(4,728,449
)
   
2,265,466
 
Noncurrent assets
                                                   
Machinery and equipment, net
   
10,449
   
––
   
(10,449
)
c
 
––
     
––
   
$
––
   
$
––
 
Deposits
   
––
   
––
   
––
     
––
     
––
     
––
     
––
 
Total Noncurrent Assets
   
10,449
   
––
   
(10,449
)
   
––
     
––
     
––
     
––
 
Total assets
 
$
3,405,003
 
$
––
 
$
(3,405,003
)
 
$
––
   
$
6,993,915
   
$
(4,728,449
)
 
$
2,265,466
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
                                       
Current liabilities
                                                   
Accounts payable
 
$
2,497,171
 
$
––
 
$
(2,497,171
)
b
$
––
   
$
127,599
   
$
(127,599
)
a,h
$
––
 
Accounts payable-related parties
   
1,479,977
   
––
   
(1,479,977
)
b
 
––
     
––
     
––
     
––
 
Other current liabilities
   
––
   
––
   
––
     
––
     
200,850
     
(200,850
)
a,h
 
––
 
Due to related parties
   
––
   
––
   
1,600,000
 
d
 
1,600,000
     
––
     
––
     
1,600,000
 
Total Current Liabilities
   
3,977,148
   
––
   
(2,377,148
)
   
1,600,000
     
328,449
     
(328,449
)
   
1,600,000
 
Total liabilities
   
3,977,148
   
––
   
(2,377,148
)
   
1,600,000
     
328,449
     
(328,449
)
   
1,600,000
 
Convertible redeemable preferred stock, par value $0.001 per share(World Waste)
   
––
   
––
   
––
     
––
     
35,672,272
     
(35,672,272
)
e
 
––
 
Commitments and contingencies(g)
                                                   
Common stock (World Waste)
   
––
   
––
   
––
     
––
     
27,595
     
(27,595
)
e
 
––
 
Common stock, par value $0.001 per share (Vertex Energy, Inc.) - 750,000,000 shares authorized; 8,261,659 issued and outstanding
   
––
   
––
   
––
     
––
     
––
     
8,262
 
e
 
8,262
 
Preferred Stock Series A, par value $0.001 per share (Vertex Energy, Inc.): 5,000,000 shares authorized; 4,726,442 issued and outstanding
   
––
   
––
   
––
     
––
     
––
     
4,726
 
e
 
4,726
 
Additional paid-in capital
   
––
   
125,555
   
(1,600,000
)
   
(1,474,445
)
   
59,605,371
     
(57,352,893
)
i
 
778,033
 
Accumulated deficit
   
––
   
(125,555
)
 
––
     
(125,555
)
   
(88,639,772
)
   
88,639,772
 
f
 
(125,555
)
Accumulated comprehensive loss
   
––
   
––
   
––
     
––
     
––
     
––
     
––
 
Partners’ capital
   
(572,145
)
 
––
   
572,145
     
––
     
––
     
––
     
––
 
Stockholders’ equity
   
(572,145
)
 
––
   
(1,027,855
)
   
(1,600,000
)
   
(29,006,806
)
   
31,272,272
     
665,466
 
Total liabilities and stockholders’ equity
 
$
3,405,003
 
$
––
 
$
(3,405,003
)
 
$
––
   
$
6,993,915
   
$
(4,728,449
)
 
$
2,265,466
 
 
See accompanying notes to unaudited pro forma combined financial statements
F-2

VERTEX ENERGY, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2009

   
Certain
assets and
liabilities of
Vertex
Holdings, LP
 
Vertex
Energy
Inc.
 
Pro forma
Adjustments
(Note 1)
 
Pro forma Vertex entities
   
World Waste
Technologies,
Inc.
   
Pro forma
Adjustments
(Note 1)
 
Vertex Energy, Inc.
Pro forma
Adjusted
 
Revenues
 
$
7,709,263
 
$
––
 
$
––
 
$
7,709,263
   
$
––
   
$
––
 
$
7,709,263
 
Revenues - related parties
   
147,871
   
––
   
––
   
147,871
     
––
     
––
   
147,871
 
Total revenues
   
7,857,134
   
––
   
––
   
7,857,134
     
––
     
––
   
7,857,134
 
Cost of revenues
   
7,838,642
   
––
   
––
   
7,838,642
     
––
     
––
   
7,838,642
 
Gross profit
   
18,492
   
––
   
––
   
18,492
     
––
     
––
   
18,492
 
Research and development expense
   
––
   
––
   
––
   
––
     
––
     
––
   
––
 
Selling, general, and administrative expenses
   
597,999
   
34,377
   
––
   
632,376
     
834,340
     
––
   
1,466,716
 
Income (loss )from operations
   
(579,507)
   
(34,377
)
 
––
   
(613,884
)
   
(834,340
)
   
––
   
(1,448,224
)
Interest income (expense)
   
––
   
––
   
––
   
––
     
18,468
     
––
   
18,468
 
Other (income) expense
   
––
   
––
   
––
   
––
     
––
     
––
   
––
 
Net income (loss)
 
$
(579,507)
 
$
(34,377
)
$
––
 
$
(613,884
)
 
$
(815,872
)
 
$
––
 
$
(1,429,756
)
Preferred stock dividend and amortization of beneficial conversion feature, warrant discount and offering costs
   
––
   
––
   
––
   
––
     
(2,618,037
)
   
2,618,037
f
 
––
 
Net income (loss) attributable to common shareholders
 
$
––
 
$
––
 
$
––
 
$
––
   
$
(3,433,909
)
 
$
3,433,909
 
$
––
 
Basic and diluted earnings (loss) per share
   
––
   
––
   
––
   
––
   
$
(0.12
)
   
––
 
$
(0.17
)
Weighted average number of shares used in calculation
   
––
   
––
   
––
   
––
     
27,596,491
     
––
   
8,355,743
 e
                                                 
See accompanying notes to unaudited pro forma combined financial statements
 
F-3


 
VERTEX ENERGY, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2008
   
Certain
assets and
liabilities of
Vertex
Holdings, LP
 
Vertex
Energy
Inc.
 
Pro forma
Adjustments
(Note 1)
 
Pro forma Vertex entities
   
World Waste
Technologies,
Inc.
   
Pro forma
Adjustments
(Note 1)
   
Vertex Energy, inc.
Pro forma
Adjusted
 
Revenues
 
$
62,170,275
 
$
––
  
$
––
 
$
62,170,275
   
$
––
   
$
––
   
$
62,170,275
 
Revenues - related parties
   
3,043,019
   
––
   
––
   
3,043,019
     
––
     
––
     
3,043,019
 
Total revenues
   
65,213,294
   
––
   
––
   
65,213,294
     
––
     
––
     
65,213,294
 
Cost of revenues
   
63,333,141
   
––
   
––
   
63,333,141
     
––
     
––
     
63,333,141
 
Gross profit
   
1,880,153
   
––
   
––
   
1,880,153
     
––
     
––
     
1,880,153
 
Research and development expense
   
––
   
––
   
––
   
––
     
16,359
     
––
     
16,359
 
Selling, general, and administrative expenses
   
2,157,265
   
91,178
   
––
   
2,248,443
     
4,832,861
     
––
     
7,081,304
 
Income (loss )from operations
   
(277,112)
   
(91,178)
   
––
   
(368,290
)
   
(4,849,220
)
   
––
     
(5,217,510
)
Interest income (expense)
   
––
   
––
   
                  ––
   
––
     
235,641
     
(193,246
)
j
 
42,395
 
Other (income) expense
   
––
   
––
   
––
   
––
     
(332,771
)
   
––
     
(332,771
)
Net income (loss)
 
$
(277,112)
 
$
(91,178)
 
$
––
 
$
(368,290
)
 
$
(4,946,350
)
 
$
(193,246
)
 
$
(5,507,886
)
Preferred stock dividend and amortization of beneficial conversion feature, warrant discount and offering costs
   
––
   
––
   
––
   
––
     
(10,259,231
)
   
10,259,231
 
f
 
––
 
Net income (loss) attributable to common shareholders
 
$
––
 
$
––
 
$
––
 
$
––
   
$
(15,205,581
)
 
$
15,205,581
   
$
––
 
Basic and diluted earnings (loss) per share
   
––
   
––
   
––
   
––
   
$
(0.55
)
   
––
   
$
(0.66
)
Weighted average number of shares used in calculation
   
––
   
––
   
––
   
––
     
27,594,313
     
––
     
8,355,743
 e
                                                   
See accompanying notes to unaudited pro forma combined financial statements
 
F-4


 
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
 
NOTE 1. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS:
 
The merger was accounted for as a reverse acquisition of World Waste, pursuant to which Vertex Nevada is considered to be the accounting acquirer.  In the merger, the shareholders of World Waste exchanged 100% of their shares for approximately 42% of the total capital stock of Vertex Nevada.  Vertex Nevada is the continuing entity for financial reporting purposes.  Accordingly, the reverse merger was accounted for as a recapitalization of Vertex Nevada.
 
Immediately prior to the merger, World Waste was required to satisfy all of its liabilities. As part of the merger, World Waste made a $3.4 million cash payment to certain shareholders of Vertex Nevada, forgave a $1.0 million note due from the same shareholders, and transferred its remaining cash to Vertex Nevada.
 
Pursuant to the terms of the merger, no assets or liabilities of Vertex Nevada that are reflected on its historical balance sheet (other than up to $1.6 million of liabilities) were transferred to the combined entity. Accordingly, all such assets and liabilities remained with Vertex LP and are not part of the combined company.
 
EITF 98-3 “Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business” outlines the criterion necessary to exist in order to determine that a transfer constitutes a business for accounting purposes. Paragraph 6 details the specific determination process and factors, which, as applied to the merger, are summarized below:
 
With respect to the inclusion of long-lived assets, including intangible assets, or rights to the use of long-lived assets, under the terms of the merger agreement, there were no assets transferred to Vertex Nevada because Vertex Nevada currently contracts on a fee-paid basis for the use of all assets it deems to be necessary to conduct its operations, from either independent third-parties or related-parties. These contracted assets will remain available to Vertex Nevada under the same, or substantially similar, terms going forward. Management of the Vertex Nevada has chosen to contract for the use of assets rather than purchase or build and own them in order to provide flexibility in its capital equipment requirements in the event there is a need for more or less capacity due to rapid growth or contraction in the future. Vertex Nevada expects that it will continue to rely on contracts for access to assets going forward, to avoid the initial capital expenditures that would be required to build its own facilities. Management believes that contracting for, instead of buying or building, capital infrastructure is a prudent business decision because in addition to allowing Vertex Nevada to avoid large initial capital outlays and ongoing depreciation charges and maintenance expenditures related to such capital outlays, it also enables the combined entity to grow more quickly because it needs only to raise the working capital necessary to accommodate expected future growth rather than having to raise both working capital and investment capital.
 
With respect to the transfer of intellectual property, Vertex Nevada does not include any patented products or processes. The Vertex name and its related associations are licensed to the combined entity, Vertex Energy, Inc.
 
With respect to the ability to obtain access to necessary materials or rights, vendor listings and relationships will transfer to the combined entity. All of the business activities relating to the Vertex Nevada business segments were transferred to the combined entity. Similarly, supplies and raw material contracts will transfer to the combined entity.
 
With respect to employees, all employees of Vertex LP that were engaged in the Vertex Nevada business transferred to the combined entity, including the chief executive officer.
 
With respect to the business processes that are necessary for normal, self-sustaining operations, the strategic management processes, operational processes, and resource management processes were all transferred from Vertex LP and will continue specifically within and for the benefit of the combined company.
 
Finally, the customers of the transferred business are expected to remain the same as a result the merger. Any contracts with customers are being assigned to the combined entity and the petroleum products sold will be the same as those sold by the transferred segments of Vertex LP.
F-5

NOTE 1. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS (CONTINUED):
 
Because all criterion of EITF 98-3 are met under the terms of the merger, and all of the inputs and processes necessary to continue to conduct normal operations and sustain a revenue stream are being transferred in the merger, the combined company accounted for the transfer of the segments to the combined entity as the transfer of a business.
 
The operating results of World Waste have been included in the pro forma statement of operations. World Waste operating results reflect its biomass gasification development and costs of being a publicly traded company. Because Vertex Energy, Inc. expects to focus on its core business primarily within the recycled petroleum products industry, the historical pro forma information is not necessarily indicative of future results.
 
The pro forma financial statements make certain assumptions with respect to the continuity of certain contracts and agreements with suppliers and customers, to which no assurance of future continuity can be provided.
 
a.           Reflects the following adjustments:
 
Removal of Vertex Holdings, LP cash balance (see note b)
 
$
(22,753
)
 
Settlement of outstanding World Waste obligations (see note h)
   
 
(328,449
 
)
Payment to existing Vertex Holdings, LP shareholders
   
(3,400,000
)
Other adjustments to pro forma cash
 
$
(3,728,449
)
 
Assumes that any remaining cash held by World Waste will be used by World Waste to satisfy any liabilities that exist as of the closing of the merger and that accrued subsequent to March 31, 2009.
 
b.           To reflect that pursuant to the merger, all of Vertex Nevada’s assets and liabilities reflected on its historical balance sheet remain with Vertex LP and did not transfer to the combined entity.
 
c.           Assumes that these assets have no (or de minimis) value as of the closing of the merger.
 
d.           To reflect the assumption by Vertex Nevada of $1.6 million of Vertex LP’s liabilities (which is not included in the historical financial statements of Vertex Nevada because it was incurred in connection with activities unrelated to the Vertex Nevada business).
 
e.           The capitalization of Vertex Nevada immediately following the merger was as follows:
 
Vertex Nevada common stock
     
       
Former World Waste common stock*
    2,759,659  
         
Attributable to Vertex LP partners
    5,502,000  
         
Total initial common stock
    8,261,659  
         
Former World Waste nominally priced stock options and warrants*
    94,084  
Total pro forma shares included in earnings per share calculations
    8,355,743  
         
         
Vertex Nevada Series A preferred stock
       
         
World Waste Series A preferred stock**
    1,876,433  
World Waste Series B preferred stock***
    2,850,009  
         
Total initial Series A preferred stock
    4,726,442  
———————
*
Based on an exchange ratio of 10 shares of World Waste common stock for each share of Vertex Nevada common stock.
 
**
Based on an exchange ratio of approximately 2.46 shares of World Waste Series A preferred stock for each share of Vertex Nevada Series A preferred stock.
 
***
Based on an exchange ratio of approximately 0.086 shares of World Waste Series B preferred stock for each share of Vertex Nevada Series A preferred stock.
F-6

f.           To eliminate World Waste’s accumulated deficit, accumulated comprehensive loss, and income statement account balances upon closing of the merger, which was accounted for as an acquisition whereby Vertex Nevada is the accounting acquirer.
 
g.          In lieu of obtaining shares of Vertex Nevada stock in the merger, a shareholder of World Waste who exercises his or her dissenters’ rights in accordance with California law will be entitled to receive a cash payment equal to the fair market value of the shareholder’s stock as of May 19, 2008. The Company expects such payments, if any, to be immaterial.
 
h.          As a condition for closing of the merger transaction, World Waste is required to settle all outstanding obligations, therefore, all liabilities are reflected as having been settled for cash in the pro forma balance sheet - see note a. Certain prepaid expenses are expected to be have value after the closing of the merger and are carried over to the successor entity, as reflected in the pro forma balance sheet.
 
 
i.           Reconciliation of adjustments to additional paid-in capital:
 
Vertex LP liabilities assumed under merger
 
$
(1,600,000
)
 
Elimination of World Waste balance at March 31, 2009
 
 
$
 
(59,605,371
 
)
World Waste cash
   
5,848,182
 
World Waste prepaid expenses transferred
   
145,733
 
World Waste settlement of obligations
   
(328,449
)
Cash payment  to Vertex LP Partners
   
(3,400,000
)
To reflect World Waste portion of common stock
   
(2,760
)
To reflect Vertex Nevada portion of common stock
   
(5,502
)
To reflect Vertex Nevada Series A preferred stock
   
(4,726
)
Other adjustments to additional paid-in capital
 
$
(57,352,893
)

 
j.           Adjustments to interest income and interest expense reflect the following for the twelve months ended December 31, 2008:
 
Removal of historical interest income due to change in cash balances
   
(235,641
)
Addition of pro forma interest income based on pro forma cash balance
   
42,395
 
Total World Waste interest income (expense) adjustments
 
$
(193,246
)
 
Amounts above reflect estimated interest rates of 8% on debt and 2% on cash balances.
 
NOTE 2. TAX MATTERS
 
The historical pro forma results contain no tax provision, as they reflect the combination of World Waste’s substantial net operating losses, for which a tax benefit was not deemed realizable, and a partnership structure, where the associated income or loss passed directly through to the partners. Pro forma income taxes for Vertex Nevada for the year ended December 31, 2008 and for the three months ended March 31, 2009 would have resulted in a benefit of approximately $1.9 million and $486,000, if not passed through to the partners, assuming a 34% effective rate and the separate return method.
 
At March 31, 2009, World Waste had significant net operating loss carryforwards. The extent to which Vertex Nevada will be able to utilize these carryforwards in future periods will be subject to limitations based on a number of factors, including the number of shares issued within a three-year look-back period, whether the merger is deemed to be a change in control, whether there is deemed to be a continuity of World Waste’s historical business, and the extent of Vertex Nevada’s subsequent income. Vertex Nevada has not yet determined the extent to which it may be able to utilize these carryforwards. Accordingly, no deferred tax asset attributable to World Waste’s net operating loss carryforward has been reflected on the pro forma balance sheet.
F-7

NOTE 3. STOCK AND OTHER COMPENSATION
 
Upon consummation of the merger, all outstanding unvested options granted to employees and non-employees automatically vested and became exercisable. As of March 31, 2009, approximately 6,229,517 (which, upon consummation of the merger, converted into options to acquire 622,952 shares of Vertex Nevada common stock) World Waste options were outstanding. Vertex Energy, Inc. accounts for all options, including those exchanged for World Waste options, in accordance with SFAS 123R. The option exchange was accounted for in accordance with paragraph 84 of FASB Interpretation No. 44 “Accounting for Certain Transactions Involving Stock Compensation.” Exchanged options were valued at the merger date and the related compensation costs were recognized immediately. The pro forma financial statements do not include the potential impact of this modification, which is not expected to be material.
 
NOTE 4.  EARNINGS (LOSS) PER SHARE
 
Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity, such as stock options, warrants or convertible securities.
 
The share numbers set forth below have been adjusted to reflect the merger exchange ratio:
 
For the year ending December 31, 2008, due to their anti-dilutive effect, World Waste common stock equivalents of 1,281,783, consisting of employee options of 598,800 and non-employee warrants of 682,983, were not included in the calculation of diluted earnings per share at December 31, 2008.
 
For the three months ended March 31, 2009, due to their anti-dilutive effect, World Waste common stock equivalents of 1,728,912, consisting of World Waste employee options of 598,800, World Waste non-employee warrants of 663,612, and 466,500 Vertex Nevada options were not included in the calculation of diluted earnings per share.
 
As of March 31, 2009 and December 31, 2008, there were approximately 94,084 warrants outstanding with a nominal exercise price. These warrants, which were fully vested upon issuance, were granted in 2005 and 2006 and were valued at the date of grant. The associated values were amortized over the lives of the debt with which their issuance was related. All such debt was converted or redeemed in 2006 upon the issuance of World Waste’s Series B Preferred Stock, at which time the unamortized balance was expensed. For earnings per share purposes, the warrants are included in basic and diluted earnings per share.
F-8


Exhibit 99.6

Glossary of Selected Terms
 
The following abbreviations and definitions are terms commonly used in Vertex Nevada’s filings with the Securities and Exchange Commission:
 
No. 2 Oil - A high sulfur diesel oil, which is used in off-road equipment and in the marine industry such as tug boats and ships. It is also used to blend fuel oil and has multiple applications to fuel furnaces (“ boilers ”). It is a low viscosity, flammable liquid petroleum product.
 
No. 6 Oil - A lesser grade of oil than No. 2 oil, it is used only in certain applications.
 
Asphalt Flux - Also called asphalt extender or blowdown, asphalt flux is a by-product of re-refining used oil suitable for blending with bitumen or asphalt to form a product of greater fluidity or softer consistency. It is a thick, relatively nonvolatile fraction of petroleum used as flux. It is a derivative, nearly or completely solid at room temperature, of certain crude oils. This black, tarry material usually comes from vacuum residue. It has several industrial applications. Pavers heat it to liquid form and mix it in gravel to make road surface materials called “ blacktop, ” “ madcadam, ” “ tarmac, ” or “ asphalt. ” Builders use it to make and join bricks, to coat roofs, and to form shingles. It glues together various manufactured goods.
 
Black Oil - Any used or unused petroleum or synthetic oil that is dark in color and heavier than diesel. Examples of black oil include used motor oil, No. 6 fuel oil, marine cutterstock, gasoil, and other residual fuel oil.
 
Blender - An entity that combines various petroleum distillates to make a finished product that meets the applicable customer’s specification. In this combining process, each hydrocarbon stream is analyzed through a distillation cure as well as other testing to help ensure the quality of product is met. Through this process, each stream is blended into a specific product, including gasoline, No. 2 oil, marine diesel and fuel oils.
 
Blendstock - A bulk liquid component combined with other materials to produce a finished petroleum product.
 
Cutterstock - Fuel oil used as a blending agent for other fuels to, for example, lower viscosity.
 
Distillate Fuel - A general classification for one of the petroleum fractions or cuts produced in conventional distillation operations; includes marine diesel oil and diesel fuels.
 
Marine Diesel Oil - A blend of petroleum products that is used as a fuel in the marine industry.
 
Pygas (pyrolysis gasoline) - An aromatics-rich gasoline stream produced in sizeable quantities by an ethylene plant. These plants are designed to crack a number of feedstocks, including ethane, butane, propane, butane, naphtha, and gasoil.  Pygas can serve as a high-octane blendstock for motor gasoline or as a feedstock for an aromatics extraction unit.
 
Re-Refining - A process involving extensive physical and chemical treatment of used motor oil to yield a high quality marine diesel oil or lubricant base stock comparable to a virgin lubrication oil product.
 
Refining - The process of purification of a substance. The refining of liquids is often accomplished by distillation or fractionation. Gases can be refined in this way as well, by being cooled and/or compressed until they liquefy. Gases and liquids can also be refined by extraction with a selective solvent that dissolves away either the substance of interest, or the unwanted impurities.
 
Toll Processing/Third Party Processing - Refining or petrochemicals production done on a fee basis. A plant owner puts another party’s feedstock through his equipment and charges for this service. A portion of the product retained by the processor may constitute payment. This form of compensation occurs frequently in refining because the feedstock supplier often is interested in retaining only one part of the output slate.
 
Transmix - A mix of transportation fuels, usually gasoline and diesel, created by mixing different specification products during pipeline transportation, stripping fuels from barges and bulk fuel terminals. Transmix processing plants distill the transmix back into specification products, such as unleaded gasoline and diesel fuel.
 
Used Oil - Any oil that has been refined from crude oil, or any synthetic oil that has been used, and as a result of use or as a consequence of extended storage or spillage has been contaminated with physical or chemical impurities. Examples of used oil include used motor oil, hydraulic oil, transmission fluid, and diesel and transformer oil.
 
VGO -Vacuum Gas Oil ( also known as cat feed)- a feedstock for a fluid catalytic cracker typically found in a crude oil refinery and used to make gasoline No. 2 oil and other byproducts.