WHEREAS, on October 31, 2012, Lender and Borrower entered into that certain Loan and Security Agreement (the “ Original Agreement ”); and

WHEREAS, on the date hereof, Borrower is executing and delivering to Lender that certain Amended and Restated Promissory Note (the “ Note ”), in the face principal amount of $90,000,000.00; and

WHEREAS, Borrower and Lender wish to amend and restate in its entirety the Original Agreement in its entirety pursuant to the terms and provisions set forth herein;

NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of the granting by Lender of financial accommodations to or for the benefit of Borrower, including without limitation respecting the Obligations (as hereinafter defined), Borrower represents and agrees with Lender, as of the date hereof and as of the date of each loan, credit and/or other financial accommodation, as follows:

1.        THE LOAN

1.1

Loan .

(a)

(b)

The Loan shall be subject to two borrowing sublimits.  An amount of the Loan equal to a maximum principal balance of $40,000,000.00 shall be available for App Fundings (as hereinafter defined) (the “ App Fundings Sublimit ”).  An amount of the Loan equal to a maximum principal balance of $50,000,000.00 shall be available for all other purposes permitted hereunder (the “ Operating Sublimit ” and, together with the App Fundings Sublimit, herein each a “ Sublimit ” and, collectively, the “ Sublimits ”).

1.2

Credit Account .  An account shall be opened on the books of Lender which shall be designated on Lender’s books and records as Borrower’s “Credit Account” in which account a record will be kept of the Loan and the Sublimits, all Advances thereunder, and all payments thereon and other appropriate debits and credits as provided by this Agreement.

1.3

Interest; Maturity .  Interest respecting the outstanding principal balance of the Loan will be charged to Borrower from time to time outstanding at the rate specified in this Agreement.  Interest on the Loan will be based on the actual number of days elapsed in a given calendar month and an assumed 360-day year.  All outstanding principal and accrued and unpaid interest thereon shall be due and payable on the Maturity Date (as hereinafter defined).

(B)

Borrower shall have delivered or caused to be delivered to Lender, with respect to any real estate proposed to be used in any Approved OA Project being funded with the proceeds of such Advance (including without limitation an Oil and Gas Asset), a copy of all documentation delivered to Operator under the Operating Agreement;

(C)

To the extent the proceeds of such Advance are to be used for an OA Project, Lender shall have received evidence from the Operator that the OA Project is an Approved OA Project; and

(D)

To the extent the proceeds of such Advance are to be used for an OA Project, (A) the Lender shall have received Title Information with respect to the Drillsite or Drilling Unit to be drilled pursuant to the proposed OA Project, (B) Borrower or the Consenting OA Parties shall have cured to Lender’s satisfaction any material title defects or exceptions affecting such Drillsite or Drilling Unit and shall have secured any pooling amendments or agreements contemplated by the Operating Agreement, (C) Borrower shall have confirmed to Lender’s satisfaction Lender’s first priority security interest in and to the Borrower’s right, title and interest in and to the Drillsite or Drilling Unit, and (D) Lender shall have an opinion from counsel licensed to practice in the jurisdiction in which such OA Project is located, in form and substance reasonably acceptable to Lender, that the applicable mortgage or deed of trust from Borrower for the benefit of Lender and recorded against Borrower’s interest in the real estate on which such OA Project is located perfects Lender’s lien in and to such real property interest;

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(f)

“ Approved Budget ” shall mean the pro-forma budget for operating expenses prepared by Borrower and submitted to and approved by Lender pursuant to Section 4.18 hereof.

(g)

“ AMI ” means the area of mutual interest as defined in Article XVI.P of the Operating Agreement.

(h)

“ Approved Closing Costs ” shall mean Borrower’s and Lender’s demonstrable third-party out-of-pocket costs and expenses incurred in connection with the entry by Borrower and Lender into this Agreement and the Loan Documents, each of which shall have been approved by Lender in the exercise of its sole and absolute discretion.

(i)

“ Approved OA Project ” shall mean an OA Project in connection with which Borrower has requested an Advance hereunder and which has been previously approved by Lender in the exercise of its reasonable discretion.

(j)

“ Business Day ” shall mean any day other than a Saturday, Sunday, Day of Observance, or day which is or shall be in the State of New York a legal holiday or a day on which banking institutions are required or authorized to close, and the term “ Day of Observance ” shall mean each of Rosh Hashanah (both days), Yom Kippur, Succoth (first two (2) days), Shmini Atzereth, Simchas Torah, Passover (first two (2) days and last two (2) days) and Shavuoth (both days).

(k)

“ Closing Conditions ” shall mean each of the following:

(i)

Borrower shall have executed and delivered this Agreement to Lender;

(ii)

Borrower shall have executed and delivered to Lender the Note, this Agreement, and a mortgage or deed of trust, each in form and substance satisfactory to Lender in its sole discretion;

(iii)

James F. Westmoreland shall have delivered to Lender an Indemnity (the “ Indemnity ”) in form and substance satisfactory to Lender in its sole discretion;

(iv)

Borrower shall have delivered to Lender an Assignment and Assumption Agreement conveying to Lender ten percent (10%) of Borrower’s interest in and under the Operating Agreement (the “ Borrower OA Assignment ”) in form and substance satisfactory to Lender in its sole discretion, together with the deeds required thereunder and the payment, if any, of any applicable transfer taxes and recordation fees and charges in connection with the recording thereof;

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(vii)

Borrower shall have delivered to Lender warrants for Common Stock, in form and substance identical to the form annexed hereto as Schedule 1.4(k)(vii), which warrants shall have a three (3) year term and a strike price equal to the lesser of $.10 per share or such lesser amount as may be made publicly available by Borrower in an offering of its common stock, covering nine and ninety-nine one-hundredths percent (9.99%) of the issued and outstanding equity interests in Borrower;

(viii)

Borrower shall have delivered to Lender the “Note” (as defined in the App Loan Agreement), together with an endorsement thereto in blank, and such other documents and instruments as Lender may require to evidence the collateral assignment of the App Loan from Borrower to Lender;

(ix)

Borrower shall have delivered to Lender an Assignment of Net Profits Interest Agreement conveying to Lender an interest in fifty percent (50%) of Borrower’s twenty-five percent (25%) interest in and under the “Operating Agreement” (as defined in the App Loan Agreement), all on the terms and as set forth in such Assignment of Net Profits Interest Agreement;

(x)

Borrower shall have delivered to Lender all UCC-1 and other financing statements in favor of Lender pursuant to this Agreement, which shall be in a recordable form satisfactory to Lender, in its sole and absolute discretion, and Lender shall have received evidence satisfactory to it that, upon the filing and recording of such financing statements, Lender shall have a valid and perfected first priority security interest in the Collateral (as hereinafter defined) covered thereby;

(xi)

Borrower shall have opened the Deposit Accounts (as hereinafter defined) with the Account Bank (as hereinafter defined);

(xii)

Borrower and Account Bank shall have executed and delivered to Lender one or more deposit account control agreements or other agreements with respect to the Deposit Accounts as Lender may require, in each case in form and substance satisfactory to Lender in its sole discretion;

(xiii)

Lender shall have received, in form and substance satisfactory to it, all releases, terminations and such other documents as it may request to evidence and effectuate the termination by any other lender of its respective financing arrangements with Borrower (other than Permitted Indebtedness) and the termination and release by such lender of any interest in and to any assets and properties of Borrower, duly authorized, executed and delivered by such lender, including, without limitation, (i) UCC termination statements for all UCC financing statements previously filed by it or its predecessors, as secured party, and Borrower or any of its affiliates, as debtor and (ii) satisfactions and discharges of any mortgages, deeds of trust or deeds to secure debt by Borrower or any of its affiliates in favor of any such lender, in form acceptable for recording with the appropriate governmental authority;

(xiv)

Financial West Group shall have been paid all sums then due and owing to it by Borrower in connection with this Agreement and the Loan, which payment shall be made in accordance with the terms of the Brokerage Engagement; and

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(m)

“ Common Stock ” shall mean shares of the $0.001 par value common stock of Borrower, which class of stock is currently quoted on the over-the-counter market under the symbol “DBRM”.

(n)

 “ Consenting OA Party(ies) ” shall mean each OA Party who elects, pursuant to the Operating Agreement, to participate in the cost of an OA Project.

(o)

(p)

“ Drawn Amount ” shall mean, as of any date, the then-outstanding principal balance of the Loan.

(q)

“ Drillsite ” shall have the meaning given to that term in the Operating Agreement.

(r)

“ Drilling Unit ” shall have the meaning given to that term in the Operating Agreement.

(s)

“ Environmental Laws ” shall mean all former, current and future Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives, orders (including consent orders), and agreements in each case, relating to protection of the environment, natural resources, human health and safety or the presence, Release of, or exposure to, Hazardous Materials, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.

(t)

“ Environmental Liability ” shall mean all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

(u)

(v)

“ GAAP ” shall mean generally accepted accounting principles in the United States of America as in effect from time to time.

(w)

“ Gross Revenue ” shall mean all revenue received by Borrower from any source whatsoever.

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(aa)

“ Net Revenue Percentage ” shall mean, for any period of time (i) from the date hereof through and including the date which is one (1) year from the date hereof, an amount equal to fifty percent (50%) of the Net Revenue for such period, (ii) from the date which is one (1) year and one (1) day from the date hereof through and including the date which is two (2) years from the date hereof, an amount equal to sixty-five percent (65%) of the Net Revenue for such period, and (iii) from the date which is two (2) years and one (1) day from the date hereof through and including the date on which all of the Obligations are indefeasibly paid in full to Lender, an amount equal to seventy-five percent (75%) of the Net Revenue for such period.

(bb)

(cc)

“ OA Deposit(s) ” shall mean all sums due and owing to Operator under the Operating Agreement from any Consenting OA Party in connection with a particular OA Project.

(dd)

“ OA Party(ies) ” shall mean each “Non-Operator” (as defined in the Operating Agreement).

(ee)

“ OA Project ” shall mean any individual drilling proposal under the Operating Agreement.

(ff)

“ Oil and Gas Assets ” means all of Borrower’s present and future right, title and interest in and to the Contract Area and the AMI, and all of Borrower’s present and future right, title, and interest in and to:

(i)

oil and gas leases, leasehold interests and licenses;

(ii)

oil, gas and mineral leases;

(iii)

other liquid or gaseous hydrocarbon licenses, leases, fee mineral interests, term mineral interests, subleases, mineral servitudes, farm-outs, royalties, overriding royalty and royalty interests, non-consent interests arising out of or pursuant to Contracts, net profit interests, net revenue and profit interests, oil payments, production payments, production payment interests and similar interests and estates, including all reserved or residual interests of whatever nature and all reversionary or carried interests relating to any of the foregoing.

(gg)

“ Operating Agreement ” shall mean that certain Operating Agreement, dated as of June 11, 2009, by and among Borrower, San Joaquin Investments, Inc., O & G Energy Partners, LLC, and West Coast Partners, LLC.

(hh)

“ Operating Expense(s) ” shall mean any expenditure(s) made by or on behalf of Borrower pursuant to the Approved Budget.

(ii)

“ Operator ” shall have the meaning ascribed thereto in the Operating Agreement.

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(qq)

“ Required Operating Sublimit Monthly Payment ” shall mean a payment equal to, solely with respect to any portion of the Drawn Amount that represents Advances under the Operating Sublimit, at Lender’s option in the exercise of its sole discretion, and regardless of whether a particular amount is higher or lower than the alternative, any of: (i) three percent (3%) of such Drawn Amount; (ii) the applicable Net Revenue Percentage calculated for the days during the calendar month preceding the applicable Payment Date during which any amounts were outstanding pursuant to this Agreement; or (iii) Regular Interest for the immediately preceding calendar month plus the Commitment Fee, in each case calculated on such Drawn Amount.  At least five (5) days prior to each Payment Date, Lender shall notify Borrower what method is being used to calculate the Required Operating Sublimit Monthly Payment for such Payment Date.

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(i)

Lender shall establish a line of credit under the Loan (the “ Credit Line ”) pursuant to which Borrower may request, from time to time, Advances by submitting to Lender a request for Advance in the form attached hereto as Exhibit 1.5(a)(i) (a “ Request for Advance ”).

(ii)

Upon satisfaction of the Advance Conditions with respect to a request for an Advance under the Credit Line hereunder, Lender shall fund such Advance in accordance with the applicable Request for Advance.

(iii)

Lender hereby covenants and agrees that an amount equal to $5,150,000.00 is committed to Borrower under the Credit Line, provided that such amount shall not be construed as the maximum amount that may be drawn under the Credit Line.  Subsequent to the first Advance hereunder, Borrower may from time to time request that Lender make one or more further Advances under the Credit Line by submitting a Request for Advance, and upon receipt of such request, and upon the satisfaction of the Advance Conditions, Lender shall make such an Advance to Borrower, provided , however , that from and after the date on which Lender has made Advances under the Credit Line of, in the aggregate, not less than $5,150,000.00, any subsequent Advance under the Credit Line, to the extent (but only to the extent) that such Advance would cause the aggregate amount of Advances made by Lender under the Credit Line to exceed $5,150,000.00, shall be in the sole and absolute discretion of Lender (i.e., if a requested Advance would cause the aggregate amount of Advances made under the Credit Line to equal $5,250,000.00, then only the last $100,000.00 of such requested Advance shall be in Lender’s sole and absolute discretion), notwithstanding the satisfaction of the Advance Conditions or the submission of a Request for Advance.

(b)

No Advance may be requested by Borrower after the date that is thirty-six (36) months from the date of this Agreement.

(c)

With respect to each Advance under the Loan, Borrower may only use the proceeds of such Advance for:

(i)

with respect to any Advance under the Operating Sublimit:

(A)

(B)

Operating Expenses;

(C)

payment of Borrower’s accounts payable pursuant to the Approved Budget; or

(D)

any costs or expenses of Lender which are payable by or chargeable to Borrower hereunder or under any other Loan Document; and

(ii)

with respect to any Advance under the App Fundings Sublimit, App Fundings.

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(e)

(f)

The entire outstanding principal balance of the Loan, together with all accrued and unpaid interest thereon, shall be due and payable on the date which is forty-eight (48) months from the date of this Agreement (such date, the “ Maturity Date ”).

(g)

Subject to the satisfaction or waiver by Lender of each of the Advance Conditions, and further subject to the right of Lender hereunder, if applicable, to make a particular Advance in its sole and absolute discretion, no Advance (other than the first Advance hereunder which shall be made on the date of this Agreement) shall be made later than ten (10) Business Days subsequent to the date on which Lender receives the request for such Advance from Borrower.

(h)

Borrower may prepay outstanding principal on the Loan, in whole or in part, at any time, provided that any such prepayment shall be on not less than thirty (30) days’ prior written notice to Lender.  In addition, upon at least thirty (30) days’ prior written notice to Lender, Borrower may prepay all amounts outstanding with respect to Advances under the Operating Sublimit and assign its rights and obligations under the App Loan Agreement and related “Loan Documents” (as such term is defined in the App Loan Agreement) to Lender.  Upon such assignment, Lender shall step into Borrower’s shoes as lender under the App Loan, Borrower shall be deemed to have satisfied all Obligations under this Agreement and this Agreement shall be terminated.  

(i)

Any principal prepaid or repaid on the Loan may be re-borrowed during the period of time for which Advances may be requested and made hereunder, and to the extent any such principal is prepaid or repaid, Lender shall re-advance such prepaid or repaid principal under the Loan upon submission by Borrower of a Request for Advance, provided that each of the other applicable conditions precedent as set forth herein for such Advance are met, and notwithstanding that any such readvance, as an “Advance” hereunder, would otherwise be able to be declined by Lender in its sole and absolute discretion.

(j)

At no time shall the outstanding principal balance of the Loan exceed $90,000,000.00.

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1.8

Deposit Accounts .

(a)

Reference is hereby made to (i) that certain Special Deposit Account Control Agreement (Security Interest in Deposit Account) (regarding Account No. 4100000747 (which account is herein referred to as the “ Receivables Account ”)) by and among Borrower, Lender, and Union Bank, N.A. (the “ Account Bank ”) (the “ Receivables Account Agreement ”), and (ii) that certain Special Deposit Account Control Agreement (Security Interest in Deposit Account-Springing) (regarding Account No. 4100000801 (which account is herein referred to as the “ Borrower Account ”)) by and among Borrower, Lender, and Account Bank (the “ Borrower Account Agreement ”) (the foregoing items (i) and (ii), herein the “ DACA ”), each dated on or about the date hereof.  Pursuant to the DACA, the Account Bank has acknowledged Lender’s security interest in all funds or sums of money on deposit from time to time in the “ Special Deposit Account ” (as defined in each agreement constituting the DACA, comprising the Receivables Account and the Borrower Account, and referred to herein each as a “ Deposit Account ” and, collectively, as the “ Deposit Accounts ”).

(b)

Borrower has established with the Account Bank the Receivables Account and the Borrower Account.  Borrower has no other deposit account except for the Receivables Account, the Borrower Account, and the accounts listed on Schedule 1.8(b) .

(c)

In order to further secure the performance by Borrower of its obligations hereunder and under the Note, Borrower hereby acknowledges and confirms that: (i) the Account Bank has acknowledged the security interest of Lender in the Deposit Accounts, and all funds, checks, drafts, certificates, instruments and other investments or deposits therein and all other financial assets credited thereto shall constitute collateral to secure the payment of the Loan; (ii) Borrower shall have no right to make withdrawals from the Receivables Account; and (iii) to the extent any Deposit Account contains any Financial Assets (as that term is defined in Section 2.2(b) herein), such Financial Assets shall be maintained as Investment Property (as that term is defined in Section 2.2(e) herein).

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(e)

Disbursements from the Receivables Account .  On each Payment Date, so long as no Borrower Event of Default has occurred, Lender shall disburse sums on deposit in the Receivables Account in the following order of priority:

(i)

First , to Lender, in payment of sums, other than the Required Monthly Payment then due and owing to Lender hereunder;

(ii)

Second , to Lender, in an amount equal to the Required Monthly Payment, to be applied:

(A)

first , in arrears, to the payment of Regular Interest then due and owing hereunder;

(B)

second , in payment of the Commitment Fee then due and owing hereunder; and

(C)

third , from and after the Payment Date occurring in the eighth full calendar month following the date hereof, in reduction of principal; and

(iii)

Thereafter , to the Borrower Account, to be used by Borrower for any lawful purpose.

(f)

Lender’s Right to Control .  Upon the occurrence of a Borrower Event of Default, Lender shall be immediately entitled to provide the Account Bank with a “Notice of Control” (as defined in the applicable DACA) under any of the DACAs.

2.        GRANT OF SECURITY INTEREST

2.1

Grant of Security Interest .  In consideration of Lender’s extending credit and other financial accommodations to or for the benefit of Borrower, Borrower hereby grants to Lender a security interest in, a lien on and pledge and assignment of the Collateral (as hereinafter defined), including, without limitation, all claims against third parties (including Account Debtors) arising out of or related to the Collateral.  The security interest granted by this Agreement is given to and shall be held by Lender as security for the payment and performance of all Obligations (as hereinafter defined), including, without limitation, all amounts outstanding pursuant to the Loan Documents.

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(a)

(i)

all now existing and hereafter acquired or arising Accounts, Goods, General Intangibles, Payment Intangibles, Financial Assets, Deposit Accounts (including, without limitation, the Deposit Accounts), Chattel Paper (including, without limitation, Electronic Chattel Paper), Documents, Instruments, Software, Investment Property, Letters of Credit, Letter-of-Credit Rights, Commercial Tort Claims, money, Equipment, Operating Equipment, Inventory, Fixtures, and Supporting Obligations, including, without limitation, all of Borrower’s right, title, and interest in and to the Operating Agreement and the Contracts, together with all products of and Accessions to any of the foregoing and all Proceeds of any of the foregoing (including without limitation all insurance policies and proceeds thereof);

(ii)

the App Loan Agreement, the “Note” (as defined in the App Loan Agreement), and the “Loan Documents” (as defined in the App Loan Agreement), together with all other documents, instruments, information, books, records, data (whether electronic or otherwise), held by Borrower from time to time in connection with the App Loan (the foregoing, the “ App Loan Documents ”);

(iii)

to the extent, if any, not included in clauses (i) and (ii) above, each and every other item of personal property and fixtures, whether now existing or hereafter arising or acquired, including, without limitation, all licenses, contracts and agreements, and all collateral for the payment or performance of any contract or agreement, together with all products and Proceeds (including all insurance policies and proceeds) of any Accessions to any of the foregoing; and

(iv)

all present and future business records and information relating to any of the foregoing, including computer tapes and other storage media containing the same and computer programs and software (including without limitation, source code, object code and related manuals and documentation and all licenses to use such software) for accessing and manipulating such information.

(b)

“ Contracts ” shall mean contracts, agreements, operating agreements, farm-out or farm-in agreements, sharing agreements, mineral purchase agreements, contracts for the purchase, exchange, transportation, processing or sale of Hydrocarbons, rights-of-way, easements, surface leases, equipment leases, permits, franchises, licenses, pooling or unitization agreements, and unit or pooling designations and orders now or hereafter affecting any of the Collateral or the Oil and Gas Assets, or which are useful or appropriate in drilling for, producing, treating, handling, storing, transporting or marketing oil, gas or other minerals produced from any of the Oil and Gas Assets, all as such contracts and agreements may be amended, supplemented or otherwise modified from time to time.

(c)

“ Financial Assets ” shall mean any security for an obligation of a person or a share participation or other interest in a person or in property or an enterprise of a person which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area which it is issued or dealt in as a medium for investment, or any property that is held by a securities intermediary for another person in investment property if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset.

(d)

“ Hydrocarbons ” shall mean oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons, kerosene, liquefied petroleum gas, refined lubricating oils, diesel fuel and all products refined, separated, settled or dehydrated therefrom.

(e)

“ Investment Property ” means a security, whether certificated or uncertificated, security entitlement, securities account, contract, or commodity account.

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(g)

“ Obligation(s) ” shall mean, without limitation, all loans, advances, indebtedness, notes, liabilities and amounts, liquidated or unliquidated, owing by Borrower to Lender at any time, of each and every kind, nature and description, whether arising under this Agreement or otherwise, and whether secured or unsecured, direct or indirect (that is, whether the same are due directly by Borrower to Lender; or are due indirectly by Borrower to Lender as endorser, guarantor or other surety, or as borrower of obligations due third persons which have been endorsed or assigned to Lender, or otherwise), absolute or contingent, due or to become due, now existing or hereafter arising or contracted, including, without limitation, payment when due of all amounts outstanding respecting any of the Loan Documents.  Said term shall also include all interest and other charges chargeable to Borrower or due from Borrower to Lender from time to time and all fees, costs and expenses referred to in this Agreement.

(h)

“ Operating Equipment ” means all surface or subsurface machinery, equipment, facilities, supplies or other properties and assets of whatsoever kind or nature now or hereafter located on any of the properties or assets affected by the Oil and Gas Assets that are useful for the production, treatment, storage or transportation of Hydrocarbons, including all oil wells, gas wells, water wells, injection wells, casing, tubing, rods, pumping units and engines, christmas trees, derricks, separators, gun barrels, flow lines, pipelines, tanks, gas systems (for gathering, treating and compression), water systems (for treating, disposal and injection), supplies, derricks, wells, power plants, poles, cables, wires, meters, processing plants, compressors, dehydration units, lines, transformers, starters and controllers, machine shops, tools, storage yards and equipment stored therein, buildings and camps, telegraph, telephone and other communication systems, roads, loading racks, shipping facilities and all additions, substitutes and replacements for, and accessories and attachments to, any of the foregoing.

(i)

(j)

“ UCC ” shall mean the Uniform Commercial Code in effect in the State of New York from time to time.

All words and terms used in this Agreement other than those specifically defined herein shall have the meanings accorded to them in the UCC, and if not defined therein, to it’s normal and customary use with the industry.  Definitions referenced or used herein are for interpretation of this Agreement and the Loan Documents only and any such reference to any jurisdiction other than the State of New York shall have no impact on jurisdiction or venue, with total jurisdiction and venue being reserved to the State of New York.

2.3

Ordinary Course of Business .  Lender hereby authorizes and permits Borrower to receive from the Account Debtors all amounts due as proceeds of the Collateral at Borrower’s own cost and expense, and also liability, if any; and Lender may, following a Borrower Event of Default which has not been cured or waived by Lender, terminate all or any part of the authority and permission herein or elsewhere in this Agreement granted to Borrower with reference to the Collateral.  Prior to the occurrence of a Borrower Event of Default, all proceeds of and collections of Collateral may be utilized by Borrower for any lawful purpose to the extent not prohibited by the terms of this Agreement or any other Loan Document.  From and after a Borrower Event of Default which has not been cured or waived by Lender, all proceeds of and collections of the Collateral shall be held in trust by Borrower for Lender and shall not be commingled with Borrower’s other funds or deposited in any bank account of Borrower other than the Receivables Account; and, from and after a Borrower Event of Default which has not been cured or waived by Lender, Borrower agrees to deliver to Lender on the dates of receipt thereof by Borrower, duly endorsed to Lender or to bearer, or assigned to Lender, as may be appropriate, all proceeds of the Collateral in the identical form received by Borrower.

2.4

Allowances .  Borrower may grant such allowances or other adjustments to Account Debtors (exclusive of extending the time for payment of or forgiving any item which, during a Borrower Event of Default, shall not be done without first obtaining Lender’s written consent in each instance) as Borrower may reasonably deem to accord with sound business practice and its ordinary course of business dealings, in each case subject to the terms, provisions, and covenants contained herein.

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2.6

Legends .  Borrower shall promptly make, stamp or record such entries or legends on Borrower’s books and records or on any of the Collateral (including, without limitation, chattel paper or electronic chattel paper) as Lender shall request from time to time, to indicate and disclose that Lender has a security interest in such Collateral.  Such books and records may be maintained in electronic form (in compliance with the requirements of the Electronic Transactions Laws) and the entries or legends indicating or disclosing Lender’s security interest shall be made electronically on any such electronic records.

2.7

Search Reports .  Lender shall receive prior to the date of this Agreement search results under all names used by Borrower and any guarantor during the prior five (5) years, from the jurisdiction of Borrower’s formation and the jurisdiction of guarantor’s formation and/or chief executive office and/or address of primary residence.  The search results shall confirm that the security interest in the Collateral granted Lender hereunder is prior to all other security interests in favor of any other Person, subject only to Permitted Liens (as hereinafter defined).

2.8

Repayment in Full .  Upon the timely satisfaction of each of the Obligations, Lender shall, at Borrower’s sole cost and expense, execute and deliver to Borrower such instruments and authorizations as Borrower may reasonably require to release and terminate any security interest held by Lender securing such Obligations.

3.        REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender that the following are, and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents will be, true, correct and complete:

3.1

Organization and Qualification .  Borrower is a duly formed and existing corporation under the laws of the State of Washington with the exact legal name set forth in the first paragraph of this Agreement.  Borrower is duly qualified to conduct business in all jurisdictions necessary to the conduct of its business.  Borrower is in good standing under the laws of the State of Washington and such other jurisdictions, has the power to own its property and conduct its business as now conducted and as currently proposed to be conducted.

3.2

Subsidiaries .  Except as set forth on Schedule 3.2 attached hereto, Borrower has no subsidiaries, and Borrower has never consolidated, merged or acquired substantially all of the assets of any other entity or person.

3.3

Corporate Records .  Borrower’s articles of incorporation have been duly filed and its articles of incorporation and bylaws are in proper order.  All outstanding ownership evidence issued by Borrower was and is properly issued and all books and records of Borrower, including but not limited to its minute books, operating agreement, and books of account, are accurate and up to date and will be so maintained.

3.4

Title to Properties; Absence of Liens .  Borrower has good and clear record and marketable title to all of its properties and assets, and all of its properties and assets, including the Collateral (as defined herein) to the extent owned by Borrower, are free and clear of all mortgages, liens, pledges, charges, encumbrances and setoffs, other than the security interest therein granted to Lender hereby and the encumbrances and security interest as set forth on Schedule 3.4 hereto, if any (“ Permitted Liens ”).

3.5

Places of Business .  Borrower’s principal place of business and chief executive office are correctly stated in the preamble to this Agreement, and Borrower shall, during the term of this Agreement, keep Lender currently and accurately informed in writing of each of its other places of business, and shall not change the location of any such principal place of business or open or close, move or change any existing or new place of business without giving Lender at least thirty (30) days prior written notice thereof.

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3.7

Conflicts .  There is no provision in Borrower’s organizational or charter documents, if any, or in any indenture, contract or agreement to which Borrower is a party which prohibits, limits or restricts the execution, delivery or performance of its obligations under the Loan Documents.

3.8

Approvals .  The execution, delivery and performance of the Loan Documents do not require any approval of or filing with any governmental agency or authority or any other Person.

3.9

Litigation .  There are no actions, suits or proceedings pending or to the knowledge of Borrower threatened against Borrower which would be reasonably expected to materially adversely affect the ability of Borrower to conduct its business or to pay or perform the Obligations.

3.10

3.11

Title to Collateral .  At the date hereof Borrower is (and as to Collateral that Borrower may acquire after the date hereof, will be) the lawful owner of its assets constituting the Collateral, and the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to Lender hereby), credits, defenses, recoupments, set-offs or counterclaims whatsoever, other than the Permitted Liens.  Borrower has and will have full power and authority to grant to Lender a security interest in the Collateral and Borrower has not transferred, assigned, sold, pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell, pledge, encumber, subject to lien or grant any security interest in any of the Collateral (or any of Borrower’s right, title or interest therein), to any person other than Lender or the holder of a Permitted Lien.  The Collateral is and will be valid and genuine in all respects.  No part of Borrower’s Collateral (or the validity or enforceability by Lender thereof) is or shall be contingent upon the fulfillment of any agreement or condition whatsoever.  Borrower will warrant and defend Lender’s right to and interest in the Collateral against all claims and demands of all persons whatsoever.

3.12

Third Parties .  Lender shall not be deemed to have assumed any liability or responsibility to Borrower or any third person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to Borrower by Lender (which shall automatically be deemed to be without recourse to Lender in any event) or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and Lender, by accepting such security interest in the Collateral owned by Borrower, or by releasing any Collateral to Borrower, shall not be deemed to have assumed any obligation or liability to any Account Debtor or to any other third party, and Borrower agrees to indemnify and defend Lender and hold it harmless in respect to any claim or proceeding arising out of any matter referred to in this paragraph, other than in respect to any claim or proceeding which is due to Lender’s own gross negligence or willful misconduct or where such indemnification would be a violation of applicable law.

3.13

Taxes .  Borrower has filed, or will file, all Federal, state and other tax returns required to be filed (except for such returns for which current and valid extensions have been filed), and all taxes, assessments and other governmental charges due from Borrower have been fully paid, other than any tax, assessment or charge which is being contested in good faith and, if appropriate, with respect to which reserves have been established and are being maintained.  Borrower has established on its books reserves adequate for the payment of all Federal, state and other tax liabilities (if any).

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3.16

Compliance with Operating Agreement and other Contracts .  Borrower is in all material respects in compliance with, and has not received any notice of default under, the Operating Agreement or the Contracts.

3.17

Environmental Compliance .  Borrower has not (i) failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) become subject to any Environmental Liability, (iii) received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

3.18

Disclosure .  This Agreement (together with all exhibits and schedules hereto), the other Loan Documents and the other agreements, certificates and other documents furnished to Lender by or on behalf of Borrower do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.  There is no fact known to Borrower which has not been disclosed to Lender in writing which could reasonably be expected to have a Material Adverse Effect.

4.        AFFIRMATIVE COVENANTS

4.1

Payments and Performance .  Borrower will duly and punctually pay all Obligations becoming due to Lender and will duly and punctually perform all Obligations on its part to be done or performed under this Agreement.

4.2

4.3

Financial Statements and Diligence Reporting .  Borrower will furnish to Lender:

(a)

real-time, online access to information concerning sums on deposit (including credits and debits) in the Deposit Accounts;

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(f)

from time to time, such financial data and information about Borrower as Lender may reasonably request.

All information submitted pursuant to this Section 4.3 shall be certified as true, accurate, and complete in all material respects by Borrower.

4.4

Conduct of Business .  Borrower will maintain its company charter and existence in good standing and materially comply with all laws and regulations of the State of Washington and of any other governmental authority which may be applicable to it or to its conduct of its business; provided that this covenant shall not apply to any tax, assessment or charge which is being contested in good faith and with respect to which reserves have been established and are being maintained.

4.5

Notice to Account Debtors .  Borrower agrees, following the occurrence of a Borrower Event of Default for which a cure has not been affirmatively accepted in writing by Lender, at the request of Lender, to notify all or any of the Account Debtors in writing of Lender’s security interest in the Collateral in whatever manner Lender requests and, hereby authorizes Lender to notify all or any of the Account Debtors of Lender’s security interest in the Accounts at Borrower’s expense.  Lender shall notify Borrower of its making any such direct notifications to Account Debtors contemporaneously with the making of such notifications, provided , that Lender’s failure to so notify Borrower of its making of any such direct notifications shall not constitute a default hereunder, nor entitle Borrower to any recourse or remedy against Lender, nor invalidate the content of any such direct notifications to Account Debtors.

4.6

Independent Registered Public Accounting Firm . On the date hereof, Borrower’s independent registered public accounting firm is Malone Bailey LLP.  Borrower shall provide Lender with full contact information for any other accountant employed by Borrower.

4.7

Taxes .  Borrower will promptly pay all real and personal property taxes, assessments and charges and all franchise, income, unemployment, old age benefits, withholding, sales and other taxes assessed against it or payable by it before delinquent; provided that this covenant shall not apply to any tax assessment or charge which is being contested in good faith and, if appropriate, with respect to which reserves have been established and are being maintained.  Lender may, at its option, from time to time, discharge any taxes resulting in a lien or encumbrance on the Collateral, or other charges resulting in liens or encumbrances on any of the Collateral, and Borrower will pay to Lender on demand or Lender in its sole discretion may charge to Borrower all amounts so paid or incurred by it.

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4.9

4.10

Notification of Default .  Within five (5) Business Days of becoming aware of the existence of any condition or event which constitutes a Borrower Event of Default, or any condition or event which would upon notice or lapse of time, or both, constitute a Borrower Event of Default, Borrower shall give Lender written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto.

4.11

Notification of Litigation .  Borrower will promptly notify Lender in writing of any litigation or of any investigative proceedings of a governmental agency or authority commenced or threatened against it which would or might reasonably be expected to have a Material Adverse Effect, or which would cause the potential liability of Borrower under such litigation, when aggregated with all other active litigation, to exceed US$50,000.00, unless the potential liability of Borrower under such litigation is covered by a policy of insurance acceptable to Lender and Lender has been provided evidence satisfactory to Lender that such insurance coverage is in full force and effect.  Without limiting the foregoing, within two (2) Business Days of Borrower obtaining knowledge of the existence thereof, Borrower shall notify Lender of any investigation, audit, hearing, compliance inquiry, enforcement action, or any other type of communication from any regulatory or other governmental authority (including, without limitation, any attorney general), and shall immediately forward to Lender, on receipt thereof by Borrower, a certified copy of any written communication or correspondence concerning the foregoing.

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4.14

Defense of Claims .  Borrower shall diligently defend any investigation, audit, hearing, inquiry, proceeding, administrative action, or other action or claim related to the origination of, or Borrower’s ownership of, any Accounts, where Borrower’s liability, if such action or claim is adversely determined, could reasonably be expected to exceed $20,000.

4.15

Organizational Documents .  Borrower shall comply in all respects with Borrower’s certificate of incorporation (or equivalent formation document) and Borrower’s bylaws (or equivalent operating document).

4.16

Location of Collateral .  Borrower shall, during the term of this Agreement, keep Lender currently and accurately informed in writing of each location where any Collateral, or where any of Borrower’s records relating to its Collateral, including Accounts, respectively, are kept, and shall not remove such Collateral or records or any of them to another location without giving Lender at least thirty (30) days prior written notice thereof; provided that the foregoing notice requirement shall not apply to Inventory to the extent such Inventory is in the process of being moved or transported in the ordinary course of business.

4.17

Notification of Damage .  Borrower will immediately notify Lender of any material loss or damage to, or material diminution in or any occurrence that would materially and adversely affect the value of any Collateral.

4.18

Operating Agreement and Contracts .  Borrower shall, during the term of this Agreement, comply with the Operating Agreement and the Contracts.

4.19

Budget .  Attached hereto as Schedule 4.19 is the Borrower’s operating expense budget for the period from September 1, 2013, to August 31, 2014, which is dated as of the date hereof, signed by the Borrower’s principal finance and accounting officer, and approved by the Lender.  On or prior to the date which is thirty (30) days from the date of this Agreement, and on each three (3) month anniversary thereafter during the term of the Loan, Borrower shall submit to Lender, for Lender’s review and approval, a pro forma budget for operating expenses for the one-year period immediately succeeding the date of such submission, which pro forma budget, upon approval by the Lender, shall be deemed the “Approved Budget” hereunder for the applicable time period.

4.20

Consultant .  Borrower shall pay, within five (5) Business Days demand therefor by Lender, all fees, costs, and expenses incurred by Lender and due and owing to the Consultant, provided that, prior to the occurrence of a Borrower Event of Default hereunder, Borrower’s liability under this Section 4.20 shall not exceed $10,000 in any consecutive twelve (12) month period.

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5.1

Limitations on Indebtedness .  Borrower shall not, without the prior written consent of Lender in each instance, issue any evidence of indebtedness or create, assume, guarantee, become contingently liable for, or suffer to exist indebtedness in addition to indebtedness to Lender, other than Permitted Indebtedness and customary unsecured accounts payable incurred in the ordinary course of business provided the same are not evidenced by a promissory note, are paid within sixty (60) days of the date incurred, and are limited, in the aggregate, to an amount equal to two percent (2%) of the maximum principal amount of the Loan.

5.2

Loans or Advances .  Other than the Accounts, Borrower shall not make any loans or advances to any individual, firm or corporation, including without limitation its officers and employees; provided, however, that Borrower may make advances to its employees, including its officers, with respect to expenses incurred or to be incurred by such employees in the ordinary course of business which expenses are reimbursable by Borrower.

5.3

Investments .  Borrower shall not make investments in, or advances to, any Person, other than the Accounts.  Except for Accounts, Borrower will not purchase or otherwise invest in or hold securities, non-operating real estate or other non-operating assets or purchase all or substantially all the assets of any entity other than in connection with an acquisition approved by Lender in writing, which approval shall not be unreasonably withheld, conditioned, or delayed.

5.4

Merger .  Borrower will not, without the prior written consent of Lender in Lender’s sole discretion in each instance, merge or consolidate or be merged or consolidated with or into any other entity, unless prior to or concurrently therewith Lender is paid in full for all Obligations under the Loan Documents.

5.5

Capital Expenditures .  Except in connection with a Permitted Capital Expenditure or an Approved OA Project, Borrower shall not, directly or indirectly, make or commit to make capital expenditures by lease, purchase, or otherwise, except in the ordinary and usual course of business for the purpose of replacing machinery, equipment or other personal property which, as a consequence of wear, duplication or obsolescence, is no longer used or necessary in Borrower’s business.

5.6

Sale of Assets .  Borrower shall not sell, lease or otherwise dispose of any of its assets except in the ordinary and usual course of business, unless prior to or concurrently therewith Lender is paid in full for all Obligations under the Loan Documents (subject to any notice period or restriction contained herein regarding Borrower’s right to prepay the Loan) or except for the purpose of replacing machinery, equipment or other personal property which, as a consequence of wear, duplication or obsolescence, is no longer used or necessary in Borrower’s business, provided that fair cash consideration is received therefor.  Except in the ordinary course of business, Borrower shall not sell, transfer, convey, encumber, or otherwise alienate any of its right, title, or interest in or to any Collateral.

5.7

Restriction on Liens .  Borrower shall not grant any security interest in, or mortgage of, its respective properties or assets including the Collateral, other than Permitted Liens or such liens as are in favor of Lender.  Borrower shall not agree with any person other than Lender to not grant any security interest in, or mortgage of, any of its properties or assets including the Collateral.

5.8

Other Business .  Borrower shall not engage in any business other than the business in which it is engaged on the date hereof.

5.9

Change of Name .  Borrower shall not change its legal name or the state or jurisdiction of its organization, without giving Lender at least thirty (30) days’ prior written notice thereof.

5.10

Organizational Documents .  Borrower shall not modify, alter, amend, or restate in any way Borrower’s certificate of incorporation (or equivalent formation document) nor Borrower’s bylaws (or equivalent operating document) without the prior written consent of Lender in each instance.

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6.        DEFAULT

6.1

Borrower Event of Default .  A “ Borrower Event of Default ” shall mean the occurrence of one or more of any of the following events:

(a)

(i) failure to pay principal or interest hereunder when due, whether at maturity, by acceleration or otherwise, which failure continues for ten (10) Business Days after Lender sends notice to Borrower of the failure, or (ii) failure to pay, within (10) Business Days of the date due, any other amounts due hereunder, in each case of (i) and (ii), other than due to an App Event of Default (as hereinafter defined); or

(b)

the default by Borrower of any of the terms or provisions of Sections 5.7 or 5.9 hereof;

(c)

(d)

if any statement, representation or warranty heretofore, now or hereafter made by Borrower of any affiliate in connection with this Agreement or in any supporting financial statement of Borrower shall be determined to have been intentionally false in any material respect when made; or

(e)

the liquidation, termination or dissolution of Borrower or any affiliate, or the merger or consolidation of any such organization into another entity, or its ceasing to carry on actively its present business or the appointment of a receiver for its property; or

(f)

the institution by or against any of Borrower or any guarantor of or surety for the Loan of any insolvency proceedings, whether under the United States Bankruptcy Code 11 USC §101 et seq. or any other law, in which Borrower or any guarantor of or surety for the Loan is alleged to be insolvent or unable to pay its debts as they mature, or the making by Borrower or any guarantor of or surety for the Loan of an assignment for the benefit of creditors or the granting by Borrower or any guarantor of or surety for the Loan of a trust mortgage for the benefit of creditors and, if such proceeding is instituted against Borrower or any guarantor of or surety for the Loan, such proceeding shall not have been dismissed in sixty (60) days; or

(g)

the service upon Lender of a writ in which Lender is named as trustee of Borrower or of any guarantor of or surety for the Loan; or

(h)

a judgment or judgments for the payment of money shall be rendered in excess of US$50,000.00 against Borrower or any guarantor of or surety for the Loan, and any such judgment shall remain unsatisfied and in effect for any period of thirty (30) consecutive days without a stay of execution; or

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(j)

6.2

Acceleration Upon Borrower Event of Default .

(a)

If a Borrower Event of Default under Section 6.1(f) shall have occurred, all Obligations with respect to Advances under the Operating Sublimit shall become immediately due and payable without notice or demand.  If any other Borrower Event of Default shall have occurred which, to the extent capable, has not been cured or waived by Lender, at the election of Lender, all Obligations with respect to Advances under the Operating Sublimit shall become immediately due and payable without notice or demand.

(b)

Lender is hereby authorized, at its election, after a Borrower Event of Default shall have occurred which has not been cured or waived by Lender, without any further demand or notice except to such extent as notice may be required by applicable law, to take possession and/or sell or otherwise dispose of all or any of the Collateral at public or private sale; and Lender may also exercise any and all other rights and remedies of a secured party under the UCC or which are otherwise accorded to it in equity or at law, all as Lender may determine, and such exercise of rights in compliance with the requirements of law will not be considered adversely to affect the commercial reasonableness of any sale or other disposition of the Collateral.  If notice of a sale or other action by Lender is required by applicable law, unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Borrower agrees that ten (10) days’ written notice to Borrower, or the shortest period of written notice permitted by such law, whichever is smaller, shall be sufficient notice; and that to the extent permitted by law, Lender, its officers, attorneys and agents may bid and become purchasers at any such sale, if public, and may purchase at any private sale any of the Collateral that is of a type customarily sold on a recognized market or which is the subject of widely distributed standard price quotations.  Any sale (public or private) shall be without warranty and free from any right of redemption, which Borrower shall waive and release after default upon Lender’s request therefor, and may be free of any warranties as to the Collateral if Lender shall so decide.  No purchaser at any sale (public or private) shall be responsible for the application of the purchase money.  Any balance of the net proceeds of sale remaining after paying all Obligations of Borrower with respect to Advances under the Operating Sublimit to Lender shall be returned to such other party as may be legally entitled thereto; and if there is a deficiency, Borrower shall be responsible for the same, with interest.  Upon demand by Lender, Borrower shall assemble the Collateral and make it available to Lender at a place designated by Lender which is reasonably convenient to Lender and Borrower.  Borrower hereby acknowledges that Lender has extended credit and other financial accommodations to Borrower upon reliance of Borrower’s granting Lender the rights and remedies contained in this Agreement including without limitation the right to take immediate possession of the Collateral upon the occurrence of a Borrower Event of Default which has not been cured or waived by Lender and Borrower hereby acknowledges that Lender is entitled to such equitable and injunctive relief to enforce any of its rights and remedies hereunder and Borrower hereby waives any defense to such equitable or injunctive relief based upon any allegation of the absence of irreparable harm to Lender.

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6.3

Power of Attorney Upon Borrower Event of Default .  Borrower hereby irrevocably constitutes and appoints Lender as Borrower’s true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of Lender, upon the occurrence of a Borrower Event of Default which has not been cured or waived by Lender, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the Collateral (subject to the notice and other terms provided in Section 6.2 , above); to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Account Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which Lender has a security interest; to notify applicable postal authorities to change the address for delivery of mail addressed to Borrower to such address as Lender shall designate; to endorse the name of Borrower in favor of Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of Borrower on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title of the same or different nature relating to the Collateral; to sign the name of Borrower on any notice of the Account Debtors or on verification of the Collateral; and to sign, if necessary, and file or record on behalf of Borrower any financing or other statement in order to perfect or protect Lender’s security interest.  Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be entitled to collect more than an amount equal to the then outstanding Obligations, and any sums received in excess of the then-outstanding Obligations shall be returned to Borrower, and it shall not be responsible to Borrower or to any other party (and shall be and is hereby indemnified by Borrower against any such responsibility to any other party) except in the event that Lender has been determined, with finality, by a court of competent jurisdiction, that Lender has committed gross negligence or willful misconduct.  All powers conferred upon Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any surety to Lender shall remain unpaid or Lender are obligated under this Agreement to extend any credit to Borrower.

6.4

App Loan Event of Default .  If an “Event of Default” (as defined in the App Loan Agreement) (such event, an “ App Event of Default ”) shall have occurred, Borrower may send Lender an App Default Notice.  For the avoidance of doubt, unless a Borrower Event of Default has occurred, an App Event of Default shall not constitute a default under this Agreement.

6.5

Nonexclusive Remedies .  All of Lender’s rights and remedies not only under the provisions of this Agreement but also under any other agreement or transaction shall be cumulative and not alternative or exclusive, and may be exercised by Lender at such time or times and in such order of preference as Lender in its sole discretion may determine.

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7.1

Waivers .  Borrower waives notice of intent to accelerate, notice of acceleration, notice of nonpayment, demand, presentment, protest or notice of protest of the Obligations, and all other notices, consents to any renewals or extensions of time of payment thereof, and generally waives any and all suretyship defenses and defenses in the nature thereof.

7.2

Severability .  If any provision of this Agreement or portion of such provision or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Agreement (or the remainder of such provision) and the application thereof to other persons or circumstances shall not be affected thereby.

7.3

Set-Off .  Borrower hereby grants to Lender a continuing lien and security interest in any and all deposits or other sums at any time credited by or due from Lender (or any of its banking or lending affiliates, or any bank acting as a participant under any loan arrangement between Lender and Borrower, or any third party acting on Lender’s behalf, including the Account Bank (collectively, the “ Lender Affiliates ”)) to Borrower and any cash, securities, instruments or other property of Borrower in the possession of Lender or any Lender Affiliate, whether for safekeeping or otherwise, or in transit to or from Lender or any Lender Affiliate (regardless of the reason Lender or Lender Affiliates had received the same or whether Lender or Lender Affiliates has conditionally released the same) as security for the full and punctual payment and performance of all of the liabilities and obligations of Borrower to Lender or any Lender Affiliate and, following the occurrence of a Borrower Event of Default, such deposits and other sums may be applied or set off against such liabilities and obligations of Borrower to Lender or any Lender Affiliate as are then due and unpaid, whether or not demand has been made and whether or not other collateral is then available to Lender or any Lender Affiliate.

7.4

Indemnification .  Borrower shall protect, defend (by counsel selected by Lender and reasonably acceptable to Borrower), indemnify and hold harmless the Indemnitees from and against all liabilities (including sums paid in settlement of claims), losses, costs, obligations, demands, suits, liens, damages, and fines (including any sums ordered to be paid or expended by Indemnitees by any governmental entity as a fine, penalty or damages) arising as a direct or indirect result of Borrower’s failure to perform any of the agreements, terms or conditions of this Agreement or the Loan Documents required to be performed by Borrower, or for the breach by Borrower of any representation, warranty, or covenant contained herein or in any other Loan Document (including, without limitation any third party claims arising therefrom).  Notwithstanding the foregoing indemnity, no Indemnitee shall be entitled to indemnification with respect to any liability (including sums paid in settlement of claims), loss, cost, obligation, demand, suit, lien, damage, or fine (including any sums ordered to be paid or expended by Indemnitees by any governmental entity as a fine, penalty or damage) which is due to its own gross negligence or willful misconduct or where such indemnification would be a violation of applicable law.  The indemnification provided by this Section 7.4 shall survive payment of the Obligations, any termination of this Agreement, and/or release or discharge executed by Lender in favor of Borrower.

7.5

Costs and Expenses .  Borrower shall pay to Lender any and all costs and expenses (including, without limitation, reasonable attorneys’ fees, and disbursements, court costs, litigation and other expenses) incurred or paid by Lender in establishing, maintaining, protecting or enforcing any of Lender’s rights or the Obligations, including, without limitation, any and all such costs and expenses incurred or paid by Lender in defending Lender’s security interest in, title or right to the Collateral or in collecting or attempting to collect or enforcing or attempting to enforce payment of the Obligations.  Each of the costs and expenses incurred by Lender hereunder and payable by Borrower shall be deemed evidenced by and added to the outstanding principal balance of the Note.

7.6

Counterparts .  This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute but one agreement.

7.7

Complete Agreement .  This Agreement and the other Loan Documents constitute the entire agreement and understanding between and among the parties hereto relating to the subject matter hereof, and supersedes, all prior proposals, negotiations, agreements and understandings among the parties hereto with respect to such subject matter.

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7.9

Further Assurances .  Borrower will from time to time execute and deliver to Lender, and take or cause to be taken, all such other or further action as Lender may reasonably request in order to effect and confirm or vest more securely in Lender all rights contemplated by this Agreement and the other Loan Documents or to vest more fully in or assure to Lender the security interest in the Collateral granted to Lender by this Agreement or to comply with applicable statute or law and to facilitate the collection of the Collateral (including, without limitation, the endorsement of promissory notes and instruments and notifications to obligors on the Collateral).  To the extent permitted by applicable law, Borrower authorizes Lender to file financing statements, continuation statements or amendments without Borrower’s signature appearing thereon, and any such financing statements, continuation statements or amendments may be signed by Lender on behalf of Borrower, if necessary, and may be filed at any time in any jurisdiction.  Lender may at any time and from time to time file financing statements, continuation statements, debentures, mortgages, and any other documents allowed under the laws of the State of Washington, the State of California, or any other applicable jurisdiction, and amendments thereto which contain any information required by the laws of the State of Washington, the State of California, or any other applicable jurisdiction for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower.  Borrower agrees to furnish any such information to Lender promptly upon request.  In addition, Borrower shall at any time and from time to time take such steps as Lender may reasonably request for Lender (i) to obtain an acknowledgement, in form and substance satisfactory to Lender, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for Lender, (ii) to obtain possession and control of any Collateral comprised of deposit accounts, electronic chattel paper, letter of credit rights or investment property, with any agreements establishing control to be in form and substance satisfactory to Lender, and (iii) otherwise to insure the continued perfection and priority of Lender’s security interest in any of the Collateral and the preservation of its rights therein.  Borrower hereby constitutes Lender its attorney-in-fact to execute, if necessary, and file all filings required or so requested for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, shall be irrevocable until this Agreement terminates in accordance with its terms, all Obligations are paid in full and the Collateral is released.

7.10

Amendments and Waivers .  This Agreement may not be amended, or the obligations of the parties hereto modified, except in a writing executed by all of the parties.  No delay or omission on the part of Lender in exercising any right hereunder shall operate as a waiver of such right or any other right and waiver on any one or more occasions shall not be construed as a bar to or waiver of any right or remedy of Lender on any future occasion.

7.11

Terms of Agreement .  This Agreement shall continue in full force and effect so long as any Obligations or obligation of Borrower to Lender shall be outstanding, or Lender shall have any obligation to extend any financial accommodation hereunder, and is supplementary to each and every other agreement between Borrower and Lender and shall not be so construed as to limit or otherwise derogate from any of the rights or remedies of Lender or any of the liabilities, obligations or undertakings of Borrower under any such agreement, nor shall any contemporaneous or subsequent agreement between Borrower and Lender be construed to limit or otherwise derogate from any of the rights or remedies of Lender or any of the liabilities, obligations or undertakings of Borrower hereunder, unless such other agreement specifically refers to this Agreement and expressly so provides.

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7.13

Governing Law .  This Agreement, and all transactions thereunder or pursuant thereto shall be governed as to interpretation, validity, effect, rights, duties and remedies of the parties thereunder and in all other respects by the domestic laws of the State of New York, other than any principle or provision thereof that would result in the application of the laws of any other jurisdiction.

7.14

Reproductions .  This Agreement and all documents which have been or may be hereinafter furnished by Borrower to Lender may be reproduced by Lender by any photographic, photostatic, microfilm, xerographic or similar process, and any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business).

7.15

Venue .  Borrower and Lender each irrevocably submits to the exclusive jurisdiction of any Federal or state court sitting in the City, County, and State of New York, over any suit, action or proceeding arising out of or relating to this Agreement.  Borrower and Lender irrevocably waive, to the fullest extent it may effectively do so under applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court sitting in the City, County, and State of New York and any claim that the same has been brought in an inconvenient forum.  Borrower and Lender each acknowledge that any appeals from those Courts may have to be heard by a court located outside of the State of New York.  Borrower and Lender hereby consent to any and all process which may be served in any such suit, action or proceeding, (i) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the party’s address shown in this Agreement or as notified to a Lender and (ii) by serving the same upon Borrower in any other manner otherwise permitted by law, and agrees that such service shall in every respect be deemed effective service upon Borrower, and furthermore.  Nothing contained in this section shall change venue and jurisdiction under this agrement, the Loan Documents, or any action related to the agreement, Loan Documents or transactions contemplated thereby, and at all time the venue and juridiction shall be exclusively in the State of New York.

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7.17

No Partnership .  Nothing contained in this Agreement or the other Loan Documents shall be deemed to create an equity investment in Borrower on the part of Lender or a partnership between Lender and Borrower, it being the intent of the parties hereto that only the relationship of lender and borrower shall exist with respect to the Loan.  Borrower agrees that it shall report this transaction for income tax purposes, and file all related tax returns, in a manner consistent with the form of this transaction as a loan.

7.18

Lender is not in Control; Lender-Creditor Relationship .

(a)

None of the covenants or other provisions contained in this Agreement or any of the other Loan Documents shall, or shall be deemed to, give Lender the right or power to exercise control over the affairs or management of Borrower, the power of Lender being limited to the right to exercise the remedies provided for in this Agreement and the other Loan Documents and applicable law.

(b)

The relationship between Lender, on the one hand, and Borrower and any guarantor of or surety for the Loan, on the other hand, is solely that of creditor and debtor.  Lender shall not have (or be deemed to have) any fiduciary relationship or duty to any of Borrower or any guarantor of or surety for the Loan, arising out of or in connection with, and there is no agency or joint venture relationship between Lender, on the one hand, and Borrower or any guarantor of or surety for the Loan, on the other hand, by virtue of, this Agreement or the Loan.

7.19

Attorneys Fees .  In the event of any dispute between the parties to this Agreement, the prevailing party in any litigation resulting from such dispute shall be entitled to collect, inter alia , its reasonable attorneys’ fees and out-of-pocket expenses.

7.20

Certification .  The individual(s) signing this Agreement on behalf of Borrower, by their respective signatures hereon, hereby certify for the benefit of Lender, that all information submitted to Lender in connection with the underwriting of the Loan is true and correct in all material respects on and as of the date of this Agreement.

7.21

Publicity .  Except as may be required by applicable law, none of the parties hereto shall issue a publicity release or announcement or otherwise make any public disclosure concerning this Agreement or the transactions contemplated hereby, without prior approval by the other parties hereto.  If any announcement is required by law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties an opportunity to comment thereon.  Notwithstanding the foregoing, Lender or any of its affiliates may (i) disclose a general description of transactions arising under the  Loan Documents for advertising, marketing or other similar purposes, and (ii) use Borrower’s name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes, and, in each case, may post such information on its website.

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Schedule 4.19

This Advance is requested under the (check one):

[___]

Operating Sublimit

[___]

App Fundings Sublimit

To induce Lender to make the advance requested above, each of the undersigned hereby certify to Lender as follows:

1.

All information, including without limitation, all representations, exhibits, financial statements and other materials, submitted to Lender by Borrower or any affiliate in connection with or in support of the Loan continues to be correct and accurate as of the date hereof; and

Schedule 4.19

Exhibit 10.2

LOAN AND SECURITY AGREEMENT

1.1

1.2

1.3

1.4

(a)

(i)

(ii)

each of the representations and warranties of Borrower contained herein shall be true and correct in all respects;

(iii)

(iv)

(vi)

(vii)

(viii)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(ii)

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(iv)

Borrower shall have delivered to Lender an Assignment and Assumption Agreement conveying to Lender twenty-five percent (25%) of Borrower’s interest in and under the Operating Agreement and its Oil and Gas Assets that are the subject thereof (which interests Borrower acknowledges and agrees shall be freely assignable by Lender) in form and substance satisfactory to Lender in its sole discretion, together with the deeds or other assignments required thereunder and the payment, if any, of any applicable transfer taxes and recordation fees and charges in connection with the recording thereof;

(v)

Each Guarantor shall have executed and delivered the Guarantee Agreement to Lender;

(vi)

(vii)

(viii)

(ix)

(i)

(j)

(k)

(l)

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(n)

(o)

(p)

(q)

(r)

(s)

(t)

(u)

“ Hubbard Note ” shall mean that certain Nonnegotiable Secured Promissory Note, dated May 31, 2011, issued by Westside Arizona Oil and Gas, LLC, to Billy E. Hubbard, in the initial principal amount of $229,645.00, as the same may have been modified, amended, supplemented, or restated from time to time prior to the date hereof.

(v)

(w)

“ LOE ” shall mean the costs of maintaining and operating the Borrower’s Oil and Gas Assets, including the cost of operating and maintaining the equipment, repairs and supplies, utilities, automobile and truck expenses, taxes, insurance, and overhead expenses such as bookkeeping, billing costs, and correspondence, in each case in accordance with the Approved Budget or as otherwise approved by Lender.

(x)

(i)

merger or consolidation; or

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(z)

(i)

oil and gas leases, leasehold interests and licenses;

(ii)

oil, gas and mineral leases;

(iii)

(aa)

(bb)

(cc)

(dd)

(ee)

(ff)

(gg)

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(ii)

(jj)

(kk)

(ll)

(mm)

1.5

(a)

Credit Line .

(i)

(ii)

(iii)

(b)

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(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

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1.6

1.7

1.8

Deposit Accounts .

(a)

Within thirty (30) days after the date of this Agreement, Borrower will establish with a bank agreed to by Lender in its reasonable discretion (such bank, the “ Account Bank ”) two deposit accounts, one of which is referred to herein as the “ Receivables Account ” and the other of which is referred to herein as the “ Borrower Account ” (each such account is referred to herein each as a “ Deposit Account ” and, collectively, as the “ Deposit Accounts ”).  Upon opening such accounts, Borrower shall provide Lender details of each account.

(b)

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(c)

(d)

(e)

(i)

(ii)

(A)

(B)

(C)

third , in payment of the Required Monthly Principal Payment; and

(iii)

(f)

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2.1

2.2

Definitions .  The following definitions shall apply:

(a)

(i)

(ii)

(iii)

all present and future business records and information relating to any of the foregoing, including computer tapes and other storage media containing the same and computer programs and software (including without limitation, source code, object code and related manuals and documentation and all licenses to use such software) for accessing and manipulating such information.

(b)

(c)

“ Excluded Assets ” shall mean any and all sums of net production revenue from time to time held by Borrower in trust for payment, pursuant to the Third Party Operating Agreements (as defined in Schedule 3.4 ), to the third parties listed on Schedule 2.2(c) from vertical wells drilled before 2013 and listed on Schedule 2.2(c) .

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(e)

“ Guarantee Agreement ” means the Guarantee Agreement of the Guarantors dated as of the date hereof, guarantying the Obligations of the Borrower to the Lender.

(f)

“ Guarantors ” means Westside Arizona Oil & Gas, LLC, a Michigan limited liability company and Twin Bottoms Pipeline, LLC, a Kentucky limited liability company.

(g)

(h)

(i)

(j)

(k)

(l)

(m)

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2.3

2.4

2.5

2.6

2.7

2.8

Repayment in Full .  Upon the timely satisfaction of each of the Obligations, Lender shall, at Borrower’s sole cost and expense, execute and deliver to Borrower such instruments and authorizations as Borrower may reasonably require to release and terminate any security interest held by Lender securing such Obligations.

3.        REPRESENTATIONS AND WARRANTIES

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3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

3.10

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3.11

3.12

3.13

3.14

3.15

3.16

3.17

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3.18

4.        AFFIRMATIVE COVENANTS

4.1

4.2

4.3

(a)

(b)

(c)

(d)

not less frequently than monthly, a statement of the payments anticipated to be made within the next ensuing month;

(e)

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(f)

(g)

4.4

4.5

4.6

4.7

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4.8

4.9

4.10

4.11

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4.12

4.13

4.14

4.15

4.16

4.17

4.18

4.19

4.20

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5.        NEGATIVE COVENANTS

5.1

5.2

5.3

5.4

5.5

5.6

5.7

5.8

5.9

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5.10

5.11

5.12

Cash Reserve Payments .  Borrower shall not, without the prior consent of Lender in each instance, make any payments out of the Cash Reserve.

5.13

Material Decisions .  Borrower shall not effect a Material Decision without the prior consent of Lender.

5.14

Change of Control .  Borrower shall not allow to occur a change of Control of Borrower without the prior consent of Lender.

6.        DEFAULT

6.1

(a)

(b)

(c)

(d)

(e)

(f)

(g)

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(h)

(i)

(j)

6.2

Acceleration .

(a)

(b)

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(c)

6.3

6.4

7.        MISCELLANEOUS

7.1

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7.2

7.3

7.4

7.5

7.6

7.7

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7.8

7.9

7.10

7.11

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7.12

App Energy

104 West Front Street

Monroe, Michigan  48161

Attention:  John Piedmonte

Telecopier:  (734) 243-5503

601 W. Main Ave., Suite 1017

Spokane, Washington  99201

Attention:  Jim Westmoreland

Telecopier:  (281) 996-4176

7.13

7.14

7.15

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7.16

7.17

7.18

(a)

(b)

7.19

7.20

7.21

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Signature Page to Loan and Security Agreement

Ladies and Gentlemen:

1.

2.

Schedule 4.19

3.

4.

5.

[NO FURTHER TEXT ON THIS PAGE]

Schedule 4.19