Common use of Principal Payments Clause in Contracts

Principal Payments. Amortizing payments of the Principal Amount shall be jointly and severally made by the Companies on October 1, 2007 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”). Commencing on the first Amortization Date, the Companies shall, jointly and severally, make monthly payments to the Holder on each Amortization Date in an amount equal to the applicable Amortization Amount (which shall include any accrued and unpaid interest on such portion of the Principal Amount) plus any and all other unpaid amounts which are then owing under this Note, the Purchase Agreement and/or any other Related Agreement (collectively, the “Monthly Amount”). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date. For purposes of this Section, the term “Amortization Amount” shall mean (a) for each Amortization Date during the period commencing on the date hereof and ending on the one-year anniversary of the date hereof (the “Anniversary Date”), an amount equal to the greater of (i) $100,000 and (ii) sixty percent (60%) of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal to the greater of (i) $100,000 and (ii) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term “Net Revenue” shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNEC.

Principal Payments. Amortizing payments of the aggregate Principal Amount outstanding under this Note at any time and not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall be made, jointly and severally made severally, by the Companies on October 1__, 2007 2006 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”"AMORTIZATION DATE"). Commencing on the first Amortization Date, the Companies shall, jointly and severally, make monthly payments to the Holder on each Amortization Date Date, each such payment in an the amount equal to of $________ (the applicable Amortization Amount (which shall include "MONTHLY PRINCIPAL AMOUNT"), together with any accrued and unpaid interest on such portion of the Amortizing Principal Amount) Amount plus any and all other unpaid amounts which are then owing under this Note, the Purchase Agreement and/or any other Related Agreement (collectively, the “"MONTHLY AMOUNT"); provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (each, a "RELEASE AMOUNT"), each Monthly Amount”Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Amortization Dates remaining until the Maturity Date plus (II) one (1). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any Company the Companies to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date. For purposes of this Section, the term “Amortization Amount” shall mean (a) for each Amortization Date during the period commencing on the date hereof and ending on the one-year anniversary of the date hereof (the “Anniversary Date”), an amount equal to the greater of (i) $100,000 and (ii) sixty percent (60%) of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal to the greater of (i) $100,000 and (ii) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term “Net Revenue” shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNEC.

Principal Payments. Amortizing payments of the Principal Amount shall be jointly and severally made by the Companies Company on October December 1, 2007 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”). Commencing So long as no Event of Default shall have occurred and then be continuing, interest hereunder shall only be payable as a component of the Amortization Amount (as hereafter defined) in accordance with the terms of this Section 1.3. Subject to Article II below, commencing on the first Amortization Date, the Companies shall, jointly and severally, Company shall make monthly payments of principal and interest to the Holder on each Amortization Date in equal to the Amortization Amount. All such payments shall be applied by the Holder first to accrued and unpaid interest, fees and expenses owing by the Company to the Holder and then to the outstanding principal balance owing hereunder. In the event the Amortization Amount (as hereafter defined) due and payable on any Amortization Date which occurs on or after the March 1, 2008 Amortization Date is less than $26,220, then the Company shall nevertheless be required to make a payment to the Holder on such Amortization Date of an amount equal to the difference between $26,220 and the then applicable Amortization Amount (Amount, which such payment shall include any be applied by the Holder to accrued and unpaid interest, fees and expenses owing by the Company to the Holder and then to the outstanding principal balance owing hereunder; provided, however, during such time as an Event of Default shall have occurred and be continuing, the Company shall make interest on payments hereunder to the Holder in accordance with Sections 1.1 and 2.2 of this Note without regard to any reduction in such portion of the Principal Amount) plus any and all other unpaid amounts cash interest payment which are then owing may otherwise have been applicable under this Note, the Purchase Agreement and/or any other Related Agreement (collectively, the “Monthly Amount”)Section 1.3 had no Event of Default then been in existence. Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any the Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date. For purposes of this Section, (a) the term “Amortization Amount” shall mean (a) for each Amortization Date during the period commencing on the date hereof and ending on the one-year anniversary of the date hereof (the “Anniversary Date”), an amount equal to the greater product of (i) $100,000 and (ii) sixty percent (60%) of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal to the greater of (i) $100,000 and .437 times (ii) eighty percent (80%) of the Net Revenue Amount relating to all oil and gas properties of the Oil Company identified on Schedule A attached hereto and Gas Properties any others developed with the proceeds of the Loans evidenced by this Note for the calendar month immediately preceding the applicable Amortization Date, ; provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term Default and (b) “Net Revenue” shall mean the gross proceeds paid to ICF the Company in respect of oil, gas and/or other hydrocarbon production in which it the Company has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any the Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, relates (i) the reasonable ordinary day to day expenses associated with ICFthe Company’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures tax and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industryindustry (collectively, the “Lease Operating Expenses”) and (ii) the Company’s reasonable estimate of its federal tax (including federal income tax) liability (after taking into account all applicable deductions, depletion and credits) (the “Estimated Taxes”), all of which which, in the case of the foregoing clauses (i) and (ii), shall be subject to the HolderAgent’s approval which shall be provided in the exercise of the HolderAgent’s reasonable discretion based on such supporting documentation from the Companies Company as the Holder Agent shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNEC.

Principal Payments. Amortizing payments of the Principal Amount shall be jointly and severally made by the Companies Company on October December 1, 2007 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”). Commencing So long as no Event of Default shall have occurred and then be continuing, interest hereunder shall only be payable as a component of the Amortization Amount (as hereafter defined) in accordance with the terms of this Section 1.3. Subject to Article II below, commencing on the first Amortization Date, the Companies shall, jointly and severally, Company shall make monthly payments of principal and interest to the Holder on each Amortization Date in equal to the Amortization Amount. All such payments shall be applied by the Holder first to accrued and unpaid interest, fees and expenses owing by the Company to the Holder and then to the outstanding principal balance owing hereunder. In the event the Amortization Amount (as hereafter defined) due and payable on any Amortization Date which occurs on or after the March 1, 2008 Amortization Date is less than $33,780, then the Company shall nevertheless be required to make a payment to the Holder on such Amortization Date of an amount equal to the difference between $33,780 and the then applicable Amortization Amount (Amount, which such payment shall include any be applied by the Holder to accrued and unpaid interest, fees and expenses owing by the Company to the Holder and then to the outstanding principal balance owing hereunder; provided, however, during such time as an Event of Default shall have occurred and be continuing, the Company shall make interest on payments hereunder to the Holder in accordance with Sections 1.1 and 2.2 of this Note without regard to any reduction in such portion of the Principal Amount) plus any and all other unpaid amounts cash interest payment which are then owing may otherwise have been applicable under this Note, the Purchase Agreement and/or any other Related Agreement (collectively, the “Monthly Amount”)Section 1.3 had no Event of Default then been in existence. Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any the Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date. For purposes of this Section, (a) the term “Amortization Amount” shall mean (a) for each Amortization Date during the period commencing on the date hereof and ending on the one-year anniversary of the date hereof (the “Anniversary Date”), an amount equal to the greater product of (i) $100,000 and (ii) sixty percent (60%) of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal to the greater of (i) $100,000 and .563 times (ii) eighty percent (80%) of the Net Revenue Amount relating to all oil and gas properties of the Oil Company identified on Schedule A attached hereto and Gas Properties any others developed with the proceeds of the Loans evidenced by this Note for the calendar month immediately preceding the applicable Amortization Date, ; provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term Default and (b) “Net Revenue” shall mean the gross proceeds paid to ICF the Company in respect of oil, gas and/or other hydrocarbon production in which it the Company has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any the Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, relates (i) the reasonable ordinary day to day expenses associated with ICFthe Company’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures tax and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industryindustry (collectively, the “Lease Operating Expenses”) and (ii) the Company’s reasonable estimate of its federal tax (including federal income tax) liability (after taking into account all applicable deductions, depletion and credits) (the “Estimated Taxes”), all of which which, in the case of the foregoing clauses (i) and (ii), shall be subject to the HolderAgent’s approval which shall be provided in the exercise of the HolderAgent’s reasonable discretion based on such supporting documentation from the Companies Company as the Holder Agent shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNEC.

Principal Payments. Amortizing payments (a) Unless earlier payment is required under this Agreement, the Borrowers shall pay to the Banks on the Termination Date the entire outstanding principal amount of the Principal Amount Loans. Such Loans shall be repaid in the Agreed Currency in which such Loans were originally extended. The Borrowers shall be jointly and severally made by liable for all such principal amounts as contemplated in Section 8.14. (b) The Borrowers may at any time and from time to time prepay all or a portion of the Companies on October 1Loans without premium or penalty, 2007 provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the first business last day of each succeeding month thereafter through the then current Interest Period with respect to such Loan and including (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Maturity Date Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. All such principal prepayments and related interest payments shall be made in the Agreed Currency in which the related Loan was originally extended. The Borrowers shall be jointly and severally liable for all such principal and interest amounts as contemplated in Section 8.14. (eachc) If at any time (i) the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans shall exceed the Aggregate Commitment for any reason other than fluctuations in currency exchange rates or (ii) the aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit, if any, specified for such Borrower on Schedule 1.1, the Borrowers, in the case of clause (i) above, or the relevant Borrower, in the case of clause (ii) above, shall forthwith pay to the Banks, without demand, an “Amortization Date”)amount not less than the amount of such excess for application to the outstanding principal amount of the Loans. Commencing on If any such prepayment would be in excess of the first Amortization Dateoutstanding amount of the Loans, the Companies shallBorrowers or the relevant Borrower, jointly as the case may be, shall make an additional payment in respect of outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans. If, after the repayment of all amounts owing in respect of Letters of Credit, which amounts shall equal no less than the aggregate maximum amount then available to be drawn under all of the outstanding Letters of Credit, and severallythe termination and expiration of such Letters of Credit, make monthly payments any portion of the above described payment remains, such remaining payment amount shall be returned to the Holder on each Amortization Date Borrowers. If at any time the Dollar Amount of the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans exceeds (x) 105% of the Aggregate Commitment prior to the occurrence of an Event of Default and (y) 100% subsequent to the occurrence of an Event of Default, as a result of fluctuations in currency exchange rates, the Borrowers, for the ratable benefit of the Banks, shall immediately prepay Loans in an aggregate amount such that after giving effect thereto the Dollar Amount of the aforementioned outstanding principal obligations is less than or equal to the applicable Amortization Amount (which shall include any accrued and unpaid interest on such portion of the Principal Amount) plus any and all other unpaid amounts which are then owing under this NoteAggregate Commitment; provided, the Purchase Agreement and/or any other Related Agreement (collectivelyhowever, the “Monthly Amount”). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement that no amount shall be due and payable under Section 3.9 as a result of such prepayment occurring on a day other than the last day of an Interest Period. (d) [Reserved] (e) If, pursuant to Section 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the Maturity Datelast day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any. (f) Notwithstanding the foregoing provisions of this Section or any other provision of this Agreement, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency with the result that different types of such Agreed Currency (the "New Currency") are introduced and the type of currency in which the Advance was made (the "Original Currency") no longer exists or the Borrowers are not able to make payment to the Agent for the account of the Banks in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Agent in such amount and such type of the New Currency or Dollars as shall be equivalent to the amount of such payment otherwise due hereunder in the Original Currency. In addition, notwithstanding the foregoing provisions of this Section, if, after the term “Amortization Amount” shall mean (a) making of any Advance in any currency other than Dollars, the Borrowers are not able to make payment to the Agent for each Amortization Date during the period commencing on the date hereof and ending on the one-year anniversary account of the date hereof (Banks in the “Anniversary Date”)type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, an then such Advance shall instead be repaid when due in Dollars in a principal amount equal to the greater Dollar Amount (as of (i) $100,000 and (ii) sixty percent (60%the date of repayment) of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal to the greater of (i) $100,000 and (ii) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term “Net Revenue” shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNECAdvance.

Principal Payments. Amortizing payments of (i) In the Principal Amount shall be jointly and severally made by event that Borrower's EBITDA for the Companies on October 1twelve (12) month period ending September 30, 2007 and 2001 exceeds U.S. $[...***...] then on the first business day of each succeeding month thereafter through and including date that is thirty-six (36) months after the Maturity Date (each, an “Amortization Date”). Commencing on the first Amortization Effective Date, the Companies shall, jointly and severally, Borrower shall make monthly payments to the Holder on each Amortization Date in a principal payment of an amount equal to [***] percent ([...***...]%) of then outstanding principal balance of the applicable Amortization Amount Loans; (which ii) in the event that Borrower's EBITDA for the twelve (12) month period ending September 30, 2002 exceeds U.S. $[...***...], then on the date that is forty-eight (48) months after the Effective Date, Borrower shall include any make a principal payment of an amount equal to [...***...] *Confidential Treatment Requested (iii) Borrower shall repay the entire outstanding unpaid principal balance of the Loans, together with all accrued and unpaid interest on such portion of the Principal Amount) plus any and all other unpaid amounts which are then owing under this Notethereon, the Purchase Agreement and/or any other Related Agreement (collectively, the “Monthly Amount”). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date. For purposes of At the Borrower's option under this Section, the term “Amortization Amount” shall mean (a) for each Amortization Date during the period commencing on the date hereof and ending on the one-year anniversary of the date hereof (the “Anniversary Date”SECTION 2(B), an principal payments, together with all accrued unpaid interest thereon, may be paid in cash or the amount of Borrower's Common Stock ("Shares") equal to the greater of (i) $100,000 and (ii) sixty percent (60%) quotient of the Net Revenue amount repaid divided by the Share Price (as hereinafter defined). The "Share Price" shall be the closing price of Borrower's Common Stock on the Nasdaq National Market, as reported by the Wall Street Journal, Western Edition (the “Net Revenue Amount”) relating to all oil and gas properties "Wall Street Journal"), on the last trading day preceding the payment date. In the event the number of ICF (collectivelyShares so calculated would include a fraction of a Share, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal number of Shares shall be decreased to the greater nearest whole number of (i) $100,000 Shares and (ii) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term “Net Revenue” shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating amount to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date be repaid shall be available paid in cash. Any Shares delivered pursuant to ICF and/or TNECthis SECTION 2(b) shall be issued pursuant to an effective registration statement under the Securities Act of 1933, as amended, and shall be freely tradable.

Principal Payments. Amortizing payments (a) Unless earlier payment is required under this Agreement, the Company shall pay the outstanding principal amount of, and all accrued interest on, the Revolving Credit Loans on the Termination Date. (b) Unless earlier payment is required under the terms of this Agreement, the principal amount of the Principal Amount Term Loan shall be jointly and severally made by the Companies on October 1, 2007 and on the first business day of payable in thirty-six monthly installments each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”). Commencing on the first Amortization Date, the Companies shall, jointly and severally, make monthly payments to the Holder on each Amortization Date in an amount equal to the applicable Amortization Amount one-thirty-sixth (which shall include any accrued and unpaid interest on such portion 1/36) of the Principal Amount) plus any initial principal amount of the Term Loan, payable the last Business Day of the first full month ending after the Termination Date and on the last Business Day of each month thereafter to and including the Maturity Date, when the entire outstanding principal amount of, and all other unpaid amounts which are then owing under this Noteaccrued interest on, the Purchase Agreement and/or any other Related Agreement (collectively, the “Monthly Amount”). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement Term Loan shall be due and payable on the Maturity Date. For purposes of this Section, the term “Amortization Amount” shall mean payable. (ac) for each Amortization Date during the period commencing on the date hereof and ending on the one-year anniversary The Company may from time to time prepay all or a portion of the date hereof (the “Anniversary Date”), an amount equal to the greater of (i) $100,000 and (ii) sixty percent (60%) of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal to the greater of (i) $100,000 and (ii) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization DateLoans without premium or penalty, provided, however, such percentage that (i) the Company shall increase to have given not less than one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term “Net Revenue” shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted Business Day's prior written notice thereof to the lockbox account and/or Agent, (ii) each such prepayment shall be in an integral multiple of $50,000, (iii) the Company may not prepay any other blocked account established by portion of any Company in connection with Loan as to which an election for a continuation of or a conversion to any Fixed Rate Loan is pending pursuant to Section 3.4, (iv) unless earlier payment is required under this Agreement, any Fixed Rate Loan may only be prepaid on the transactions contemplated hereby net of, in each case, last day of the then current Interest Period with respect to such Loan, and (v) all such prepayments on the period for which such Net Revenue relatesTerm Notes shall be applied to installments of principal thereon in the inverse order of their maturities. (d) On or prior to the 45th consecutive day after the Company receives notice from the Agent that a Borrowing Base Deficiency existed (the "Prepayment Date"), the reasonable ordinary Company shall: (i) if no Private Placement Notes are outstanding on such date, prepay the principal amount of outstanding Advances which exceeds the most recently determined Borrowing Base; or (ii) if the Private Placement Notes are outstanding on such date, prepay outstanding Company Debt in the following manner: (A) First, only in the event that on the Prepayment Date (1) the difference between (x) the aggregate unpaid principal amount of all Debt then outstanding minus (y) the aggregate unpaid principal amount of all Subordinated Debt then outstanding is greater than $200,000,000 and (2) the aggregate unpaid principal amount of Company Debt outstanding on such day to day expenses associated with ICF’s operation exceeds 130% of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, Borrowing Base. I. (together with the Clause II Prepayment) a principal amount of the Advances outstanding on such day which is equal to the extentamount by which Company Debt outstanding on such day exceeds 115% of the Borrowing Base, multiplied by a fraction, the numerator of which shall be the aggregate unpaid principal amount of Advances, and only the extent, properly allocated to denominator of which shall be the operation aggregate unpaid principal amount of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expendituresCompany Debt, in each case using accounting practices and procedures ordinary and customary in outstanding on such day (the oil and gas industry"Clause I Prepayment"), all of which shall be subject plus II. (together with the Clause I Prepayment) pro rata to the Holder’s approval which shall be provided in the exercise holders of the Holder’s reasonable discretion based on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance Private Placement Notes a principal amount of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNEC.Private Placement Notes outstanding on

Principal Payments. Amortizing payments of the Principal Amount aggregate principal amount outstanding under this Note at any time (the "PRINCIPAL AMOUNT") shall be jointly and severally made by the Companies Company on October November 1, 2007 2005 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”"AMORTIZATION DATE"). Commencing Subject to Article III below, commencing on the first Amortization Date, the Companies shall, jointly and severally, Company shall make monthly payments to the Holder on each Amortization Date Repayment Date, each such payment in an the amount equal to of the applicable Amortization Amount sum of $187,500.00 plus (which shall include II) the aggregate sum of all Additional Principal Amounts (as defined below) together with any accrued and unpaid interest on such portion of the Principal Amount) Amount plus any and all other unpaid amounts which are then owing under this Note, the Purchase Agreement and/or any other Related Agreement (collectively, the “Monthly Amount”"MONTHLY AMOUNT"). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any the Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date. For purposes of this Sectionhereof, the term “Amortization Amount” "ADDITIONAL PRINCIPAL AMOUNT" shall mean (aA) the amount of each disbursement (if any) by the Holder after the Closing Date to, or for each Amortization Date during the period commencing on benefit of, the Company pursuant to the terms of the side letter dated the date hereof between the Holder and ending on the one-year anniversary Company and divided by (B) the number of the date hereof (the “Anniversary Date”), an amount equal to the greater of (i) $100,000 and (ii) sixty percent (60%) of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal to the greater of (i) $100,000 and (ii) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term “Net Revenue” shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation months remaining from the Companies as time of such disbursement until the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Maturity Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNEC.

Principal Payments. Amortizing payments of the aggregate Principal Amount outstanding under this Note shall be jointly and severally made by the Companies Company on October August 1, 2007 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”). Commencing on the first Amortization Date, the Companies shall, jointly and severally, Company shall make monthly payments to the Holder on each Amortization Date Date, each such payment in an the amount equal to the applicable Amortization Amount (which shall include of $267,070.24, together with any accrued and unpaid interest on such portion of the Amortizing Principal Amount) Amount plus any and all other unpaid amounts which are then owing under this Note, the Purchase Agreement and/or any other Related Agreement (collectively, the “Monthly Amount”)Agreement. Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any the Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date.” (b) In consideration of Laurus’ agreement to amend the Note and defer the payment of certain principal amounts due and owing under the Note in accordance with the terms hereof, Biovest and AutovaxID, Inc. (“AutovaxID”), jointly and severally, hereby grant to Laurus a non-cancelable royalty (the “Laurus Royalty”) equal to three percent (3%) of world-wide Net Sales (as defined below) of AutovaxID Instruments (as defined below). For purposes Each of this SectionBiovest and AutovaxID acknowledge and agree that the Laurus Royalty may be contributed by Laurus to Croesus Corporation, a Delaware corporation and an affiliate of Laurus (“Croesus”), and following such contribution, all payments under the term Laurus Royalty (including the Initial Royalty Payment) shall be made directly to Croesus. Each of Biovest and AutovaxID agree to execute and deliver all such further documents and to do or cause to be done all such further acts and things requested by Laurus and/or Croesus in order to effect the transactions contemplated herein. As used herein, (a) “Amortization AmountNet Sales” shall mean (a) for each Amortization Date during gross receipts from the period commencing on the date hereof world-wide sales of AutovaxID Instruments less any rebates, returns, and ending on the one-year anniversary of the date hereof (the “Anniversary Date”), an amount equal to the greater of (i) $100,000 and (ii) sixty percent (60%) of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date discounts and (b) for each Amortization Date thereafter, an amount equal to the greater of (i) $100,000 and (ii) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term “Net RevenueAutovaxID Instruments” shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon automated cell and biologic production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established instrument known as AutovaxID manufactured by any Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ Biovest and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNECAutovaxID.

Principal Payments. Amortizing payments of the Principal Amount shall be jointly and severally made by the Companies on October 1, 2007 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”). Commencing on the first Amortization Date, the Companies shall, jointly and severally, make monthly payments to the Holder on each Amortization Date in an amount equal to the applicable Amortization Amount (which shall include any accrued and unpaid interest on such portion of the Principal Amount) plus any and all other unpaid amounts which are then owing under this Note, the Purchase Agreement and/or any other Related Agreement (collectively, the “Monthly Amount”). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date. For purposes of this Section, the term “Amortization Amount” shall mean (a) for each Amortization Date during the period commencing on the date hereof and ending on the one-year anniversary of the date hereof (the “Anniversary Date”), an amount equal to the greater of (i) $100,000 50,010.77 and (ii) the product of (A) 0.5001 times (B) sixty percent (60%) of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal to the greater of (i) $100,000 50,010.77 and (ii) the product of (A) 0.5001 times (B) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to the product of (A) 0.5001 times (B) one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term “Net Revenue” shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNEC.

Principal Payments. Amortizing (a) The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date. (b) The outstanding principal amount of the Term Loan Advances as of the Term Loan Commitment Termination Date shall be payable in forty-eight (48) equal monthly installments, due on the twenty-second (22nd) day of each month beginning on the twenty- second (22nd) day of April 1996. Any remaining principal balance of the Term Loan Advances shall be payable on the Term Loan Maturity Date. (c) The outstanding principal amount of all working Capital Advances shall be payable in full on the working Capital Maturity Date. (d) The Company shall have the right to prepay the outstanding Advances in whole or in part, from time to time, without premium or penalty; provided, that no voluntary prepayment of Warehousing Advances may be made in an amount less than Five Hundred Thousand Dollars ($500,000). (e) All payments of outstanding Warehousing Advances from the Principal Amount proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be jointly paid directly by the Investor to the Cash Collateral Account to be applied against the Obligations. (f) The Company shall pay the Lender, without the necessity of prior demand or notice from the Lender, and severally the Company authorizes the Lender to cause the Funding Bank to charge the Company's account for, the amount of any outstanding Advance against a specific Pledged Mortgage, upon the earliest occurrence of any of the following events: (1) Ten (10) Business Days elapse from the date a Collateral Document was delivered to the Company for correction or completion under a Trust Receipt, without being returned to the Lender. (2) On the date on which a Pledged Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information, whether or not the Company had knowledge of such misrepresentation or incorrect information, or the Pledged Mortgage is defaulted and has remained in default for a period of thirty (30) days or more. (3) If the outstanding Advances against Pledged Mortgages of a specific Mortgage Loan type exceed the aggregate Purchase Commitments for such Mortgage Loan type. (4) Payment of any Lien prior to a Second Mortgage Loan is delinquent, and remains delinquent for a period of sixty (60) days or more. (5) Upon sale or other disposition of the Pledged Mortgage. (6) If the Pledged Mortgage is included in. a Mortgage Pool, then, if the Mortgage Pool is an Eligible Mortgage Pool, upon sale of the Mortgage-backed Security, or if the Mortgage Pool is not an Eligible Mortgage Pool, within two (2) Business Days after delivery of the Pledged Mortgages to the pool custodian. (7) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Rejected Mortgage Loan or Repurchased Mortgage Loan. (8) On the date on which the Company knows, or has reason to know, or receives notice from the Lender, that one or more of the representations and warranties set forth in Section 5.15 were inaccurate or incomplete in any material respect on any date when made or deemed made. (g) Upon Notice to the Company by the Lender, the Company shall pay to the Lender, and the Company authorizes the Lender to cause the Funding Bank to charge the Lender's account for, the amount of any outstanding Advance against a specific Pledged Mortgage upon the earliest occurrence of any of the following events: (1) For a Pledged Mortgage with respect to which a shorter or longer period is not prescribed elsewhere in this Section 2.5(d), one hundred twenty (120) days elapse from the date of the initial Advance made by the Companies on October Lender against such Pledged Mortgage, whether or not such Pledged Mortgage is included in an Eligible Mortgage Pool. (2) Forty-five (45) days elapse from the date the Pledged Mortgage was delivered to an Investor or an Approved Custodian for examination and purchase or inclusion in an Eligible Mortgage Pool, without the purchase being made or the Eligible Mortgage Pool being initially certified, or upon rejection of the Pledged Mortgage as unsatisfactory by an Investor or an Approved Custodian. (3) One (1) Business Day elapses from the date a Wet Settlement Advance was made and the Pledged Mortgage which was to have been funded by such Wet Settlement Advance is not closed and funded. (4) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made without receipt by the Lender of all Collateral Documents relating to such Pledged Mortgage, 2007 or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment; provided, however, if the Wet Settlement Advance was made against a Repurchased Mortgage Loan, twenty (20) days elapse from the date of such Advance without receipt by the Lender of all Collateral Documents relating to such Pledged Mortgage, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement. (5) In the case of (i) a Long-term Repurchase Advance, one hundred eighty (180) days elapse from the date of the initial Advance, and (ii) a Short-term Repurchase Advance, sixty (60) days elapse from the date of the initial Advance, whether or not the Pledged Mortgage is included in an Eligible Mortgage Pool; provided, however, that a Short-term Repurchase Advance may be converted into a Long-term Repurchase Advance, and may remain outstanding for an additional one hundred twenty (120) days, upon the following condition: on the first business date a Short- term Repurchase Advance made against a Pledged Mortgage is redesignated as a Long-term Mortgage Advance ("Conversion Date"), the Company shall reduce the outstanding amount of such Advance to forty-five percent (45%) of the Mortgage Note Amount of such Pledged Mortgage. (6) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment and the specific Pledged Mortgage was not delivered under the Purchase Commitment prior to such mandatory delivery date, or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender. (h) The outstanding amount of any Advance made pursuant to Section 2.2(f) shall be payable in full within one (1) Business Day after the date of such Advance. (i) In addition to the payments required pursuant to Sections 2.9(f) and 2.9(g), the Company shall be obligated to pay to the Lender, without the necessity of prio- demand or notice from the Lender, and the Company authorizes the Lender to cause the Funding Bank to charge the Company's account for, the following amounts in respect of outstanding Advances in the following circumstance: (1) If at any time (1) the aggregate outstanding principal balance of all Term Loan Advances is greater than the Term Loan Collateral Value plus the Excess Working Capital Value, or (2) the aggregate outstanding principal balance of all Working Capital Advances is greater than the Working Capital Collateral Value, the Company shall prepay the outstanding Term Loan Advances or the outstanding Working Capital Advances, as required to eliminate such excess. (2) If the principal amount of any Pledged Mortgage is prepaid in whole or in part while a Warehousing Advance is outstanding against such Pledged Mortgage, the amount of such prepayment, to be applied to such Advance. (3) On the fifteenth (15) day of each succeeding month thereafter through occurring after the date a Long-term Repurchase Advance is made, unless the Repurchased Mortgage Loan or the Rejected Mortgage Loan against which such Long-term Repurchase Advance was made is included in an Eligible Mortgage Pool, the Company shall reduce the outstanding Advance against such Mortgage Loan by five percent (5%) of the original face amount of the Mortgage Note evidencing such Repurchased Mortgage Loan or the Rejected Mortgage Loan. (j) For a period of not less than five (5) consecutive days in each Calendar Quarter (provided, that no such five (5)-day period shall begin fewer than thirty-one (31) days after the end of the five (5)-day period for the preceding Calendar Quarter), there shall be no Working Capital Advances outstanding, and including the Maturity Date Company shall make such prepayments of the Working Capital Advances, and shall refrain from requesting Working Capital Advances, as necessary to comply with the foregoing requirement. (each, an “Amortization Date”). Commencing k) All amounts prepaid on the first Amortization DateTerm Loan Advances after the Term Loan Advances after the Term Loan Commitment Termination Date shall be applied to the installments required pursuant to Section 2.9(b) in the inverse order of their maturities. Amounts paid or prepaid on the Term Loan Advances after the Term Loan Commitment Termination Date may not be reborrowed hereunder. (l) The Company shall give Notice to the Lender (telephonically, to be followed by written notice) of the Pledged Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of such Notice the Advances against such Pledged Mortgages or Pledged Securities shall be repaid and such Pledged Mortgages or Pledged Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon the Company's affirmation that deposits in the Cash Collateral Account represent payment from Investors for the purchase of Pledged Mortgages or Pledged Securities as specified by the Company. In the event that the payment from an Investor for the purchase of Pledged Mortgages or Pledged Securities is less than the outstanding Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Securities, the Companies shall, jointly and severally, make monthly payments Lender is authorized to cause the Holder on each Amortization Date in Funding Bank to charge the Company's account for an amount equal to such deficiency. Provided no Default or Event of Default exists, the applicable Amortization Amount (which Lender shall include return any accrued and unpaid interest excess payment from an Investor for Pledged Mortgages or Pledged Securities to the Company. 6. Upon execution of this Amendment, the Company agrees to pay to the Lender the pro rata Commitment Fee on such the increase portion of the Principal Amount) plus any Commitment Amount for the time period from the Effective Date to and all other unpaid amounts which are then owing under including March 31, 1998. 7. Exhibit A-1 to the Warehousing Agreement is deleted in its entirety and Exhibit A-1 attached to this Amendment is substituted in lieu thereof. The First Amended and Restated Warehousing Promissory Note is amended and restated in as set forth in the Second Amended and Restated Promissory Note, in the Purchase form of Exhibit A-1 attached to this Amendment. All references in this Amendment and in the Warehousing Agreement and/or any other Related Agreement (collectively, the “Monthly Amount”). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement Warehousing Promissory Note shall be due deemed to refer to the Second Amended and payable on Restated Warehousing Promissory Note delivered in connection with this Amendment. 8. The Company shall deliver to the Maturity Date. For purposes of this Section, the term “Amortization Amount” shall mean Lender (a) for each Amortization Date during the period commencing on the date hereof and ending on the one-year anniversary an executed original of the date hereof (the “Anniversary Date”), an amount equal to the greater of (i) $100,000 and (ii) sixty percent (60%) of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and this Amendment; (b) for each Amortization Date thereafteran executed original of the Second Amended and Restated Warehousing Promissory Note; (c) an executed Certificate of Secretary with corporate resolutions; (d) the Warehousing Commitment Fee on the increase portion of the Commitment Amount; and (e) a Two Hundred Fifty Dollar ($250) document production fee. 9. The Company represents, an amount equal warrants and agrees that (a) there exists no Default or Event of Default under the Loan Documents, (b) the Loan Documents continue to be the legal, valid and binding agreements and obligations of the Company enforceable in accordance with their terms, as modified herein, (c) the Lender is not in default under any of the Loan Documents and the Company has no offset or defense to its performance or obligations under any of the Loan Documents, (d) the representations contained in the Loan Documents remain true and accurate in all respects, and (e) there has been no material adverse change in the financial condition of the Company from the date of the Warehousing Agreement to the greater date of (i) $100,000 and (ii) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Defaultthis Amendment. 10. The term “Net Revenue” shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any Company in connection with the transactions contemplated Except as hereby net of, in each case, with respect to the period for which such Net Revenue relatesexpressly modified, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ Warehousing Agreement shall otherwise be unchanged and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental shall remain in full force and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extenteffect, and only the extentCompany ratifies and reaffirms all of its obligations thereunder. 11. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, properly allocated to the operation each of the Oil which when so executed and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreementsdelivered shall be an original, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, but all of which shall be subject to together constitute one and the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNECsame instrument.

Principal Payments. Amortizing payments of the aggregate principal amount outstanding under this Note at any time (the “Principal Amount Amount”) shall be jointly and severally made by the Companies on October 1, 2007 and Company on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”). Commencing on the first Amortization Date, the Companies shall, jointly and severally, The Company shall make monthly payments to the Holder on each Amortization Date Date. Each monthly payment of the outstanding Principal Amount due during the period commencing December 1, 2008 through and including April 1, 2009 is to be in an the amount equal of $66,189.73 and each monthly payment of the outstanding Principal Amount due during the period commencing May 1, 2009 through and including January 1, 2010 is to be in the applicable Amortization Amount (which shall include amount of $133,237.95, together, in each case, with any accrued and unpaid interest on such portion of the Principal Amount) Amount plus any and all other unpaid amounts which are then owing under this Note, the Purchase Agreement and/or any other Related Agreement (collectively, the “Monthly Amount”). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any the Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date. For purposes of this Section.” (b) To induce the Laurus/▇▇▇▇▇▇▇ Related Parties to, among other things, agree to the amendments set forth above, the term Company: (i) acknowledges, agrees, ratifies and confirms that, in consideration of the amendments set forth above, the holders of the Notes have earned, and the Company shall pay to such holders, a payment (the “Amortization Amount” Deferral Payment”) in the aggregate amount of $800,000 (subject to increase as set forth in clause (d)(i)(C) below), which Deferral Payment shall mean (a) for each Amortization Date during the period commencing be deemed fully earned on the date hereof and ending shall not be subject to rebate or proration for any reason. The Deferral Payment shall be due and payable by the Company to the holders of the Notes ($168,621 to Valens Offshore II and $631,379 to PSource, or otherwise in accordance with the instructions of LV Administrative Services, Inc., as the administrative agent for the holders of the Notes (“Agent”)), on the one-year anniversary earliest of the date hereof (the “Anniversary Deferral Payment Due Date”): (I) the Maturity Date (as defined in the Notes), (II) the date on which the Notes are prepaid at the option of the Company or (III) the date on which the indebtedness evidenced by the Notes is paid in full or otherwise becomes due upon acceleration after the occurrence of an Event of Default (as defined in each Note). The fair market value of the Deferral Payment received in consideration of the amendments herein made by holders of the Notes hereunder shall be treated for U.S. federal income tax purposes as a payment of additional interest. The parties further agree to file all applicable tax returns in accordance with such characterization and shall not take a position on any tax return or in any judicial or administrative proceeding that is inconsistent with such characterization. Notwithstanding the foregoing, nothing contained in this paragraph shall or shall be deemed to modify or impair in any manner whatsoever the Company’s obligations from time to time owing to the holders of Notes. (1) The Company shall have the option (subject to the limitation set forth in clause (b)(i)(A)(3) below) to pay the Deferral Payment either in cash or in shares of the Company’s common stock (the “Common Stock”), an amount equal or a combination of both. The number of shares of Common Stock to be issued to the greater holders of the Notes (iin their capacity as recipients of such Common Stock, each a “Stock Recipient”) $100,000 and (ii) sixty if the Company elects to issue shares of Common Stock as payment of some or all of the Deferral Payment shall be based on a twenty percent (6020%) discount to the VWAP of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) Common Stock for the calendar month ten (10) Trading Days immediately preceding the applicable Amortization Date and Deferral Payment Due Date. “VWAP” means, as of any date of determination, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to 4:00 p.m. Eastern Time); (b) if the Common Stock is not then listed or quoted on a Trading Market and if prices for each Amortization Date thereafterthe Common Stock are then quoted on the OTC Bulletin Board, an amount equal to the greater of (i) $100,000 and (ii) eighty percent (80%) volume weighted average price of the Net Revenue Amount relating to Common Stock for such date (or nearest preceding date) on the Oil OTC Bulletin Board; (c) if the Common Stock is not then listed or quoted on the OTC Bulletin Board and Gas Properties if prices for the calendar month immediately preceding Common Stock are then reported in the applicable Amortization Date“Pink Sheets” published by the Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Agent. “Trading Day” means (a) a day on which the Common Stock is traded on a Trading Market, or (b) if the Common Stock is not traded on a Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, such percentage shall increase to one hundred percent that in the event that the Common Stock is not listed or quoted as set forth in (100%a) upon the occurrence and during the continuance of an Event of Default. The term “Net Revenue” (b) hereof, then Trading Day shall mean the gross proceeds paid to ICF in respect of oilany day except Saturday, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or Sunday and any other blocked account established by any Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close. “Trading Market” means any of the Holder’s approval which NASD Over The Counter Bulletin Board, NASDAQ Capital Market, the NASDAQ Global Market, the American Stock Exchange or the New York Stock Exchange. Common Stock to be issued by the Company as payment of the Deferral Payment shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies referred to herein as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNEC“Deferral Payment Shares.”

Principal Payments. Amortizing payments of the aggregate principal amount outstanding under this Note at any time (the “Principal Amount Amount) shall be jointly and severally made by the Companies on October 1, 2007 and Company on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”). Commencing on the first Amortization Date, the Companies shall, jointly and severally, The Company shall make monthly payments to the Holder on each Amortization Date Date. Each monthly payment of the outstanding Principal Amount due during the period commencing November 1, 2008 through and including April 1, 2009 is to be in an the amount equal of $132,379.45 and each monthly payment of the outstanding Principal Amount due during the period commencing May 1, 2009 through and including January 1, 2010 is to be in the applicable Amortization Amount (which shall include amount of $266,475.89, together, in each case, with any accrued and unpaid interest on such portion of the Principal Amount) Amount plus any and all other unpaid amounts which are then owing under this Note, the Purchase Agreement and/or any other Related Agreement (collectively, the “Monthly Amount”). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any the Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date. For purposes .” (d) The ▇▇▇▇▇▇▇ Pledge Agreement is amended by deleting Schedules A and B thereto and replacing Schedules A and B in their entirety with Schedules A and B attached hereto. (e) The Laurus Pledge Agreement is amended by deleting Schedules A and B thereto and replacing Schedules A and B in their entirety with Schedules A and B attached hereto. (f) The Consent and Waiver Agreement dated as of May 15, 2008 by and among the Laurus/▇▇▇▇▇▇▇ Related Parties and the Company is hereby amended by deleting the reference to “eighty percent (80%)” set forth in the second line of paragraph 3. a. thereof and replacing such reference with “one hundred percent (100%)”. (g) To induce the Laurus/▇▇▇▇▇▇▇ Related Parties to, among other things, agree to the amendments set forth above and for Valens Offshore II to purchase the Second Term Note, the Company: (i) acknowledges, ratifies and confirms that, in consideration thereof, the Company shall issue to Valens Offshore II, 1,500,000 shares of the Company’s common stock (the “Closing Shares”); (ii) covenants that the Company shall, simultaneously with the execution of this Sectionletter agreement, provide an irrevocable instruction letter to its transfer agent (a copy of which the Company has provided to Valens Offshore II) with respect to the Closing Shares, instructing the transfer agent to issue the Closing Shares to Valens Offshore II; (iii) acknowledges, ratifies and confirms, that its failure to deliver to Valens Offshore II the original stock certificates evidencing the Closing Shares on or prior to October 7, 2008 shall constitute an Event of Default under and as defined in each Existing Agreement where such term “Amortization Amount” shall mean is defined; and (aiv) represents and warrants that except as disclosed in the disclosure schedule attached hereto (A) except as disclosed in the Company’s Exchange Act Filing and other than the Closing Shares, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or arrangements or agreements of any kind for each Amortization Date during the period commencing on purchase or acquisition from the date hereof Company of any of its securities, (B) the issuance of the Closing Shares will not result in a change in the price or number of any securities of the Company outstanding under anti-dilution or other similar provisions contained in or affecting any such securities, (C) all issued and ending on outstanding shares of the one-year anniversary Company’s common stock have been duly authorized and validly issued and are fully paid and nonassessable, (D) the rights, preferences, privileges and restrictions of the shares of the Company’s common stock are as stated in the Company’s Certificate of Incorporation as amended through the date hereof (the “Anniversary DateCharter”), an amount equal (E) the Closing Shares are validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances, (F) the Closing Shares are not subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with and (G) all issued and outstanding shares of the Company’s capital stock has been and shall be issued in compliance with all applicable state and federal laws concerning the issuance of securities. (h) Valens Offshore II hereby represents and warrants to the greater of Company as follows: (i) $100,000 Valens Offshore II is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Valens Offshore II is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (ii) sixty percent (60%) Valens Offshore II and its affiliates and investment partners have not, will not and will not cause any person or entity, to directly engage in “short sales” of the Net Revenue Company’s Common Stock as long as the Second Term Note shall be outstanding. (iii) Valens Offshore II has all necessary power and authority under all applicable provisions of law to execute and deliver this letter agreement, all instruments, documents and agreements related hereto and to carry out their provisions. All corporate action on Valens Offshore II’s part required for the lawful execution and delivery of this letter agreement and the instruments, documents and agreements related hereto has been taken or will be taken prior to the closing of the transactions contemplated hereby and thereby. Upon their execution and delivery, this letter agreement and the instruments, documents and agreements executed in connection herewith will be valid and binding obligations of Valens Offshore II, enforceable in accordance with their terms, except: (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and (B) as limited by general principles of equity that restrict the availability of equitable and legal remedies. (iv) Valens Offshore II understands that the Closing Shares and the Second Term Note are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Valens Offshore II’s representations contained in this letter agreement, including, without limitation, that Valens Offshore II is an “Net Revenue Amount”) relating accredited investor” within the meaning of Regulation D under the Securities Act. Valens Offshore II confirms that it has received or has had full access to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, information it considers necessary or appropriate to make an amount equal informed investment decision with respect to the greater of (i) $100,000 Second Term Note and (ii) eighty percent (80%) the Closing Shares to be purchased by it under this letter agreement and the ▇▇▇▇▇▇▇ SPA. ▇▇▇▇▇▇ Offshore II further confirms that it has had an opportunity to ask questions and receive answers from the Company regarding the Company’s and its subsidiaries’ business, management and financial affairs and the terms and conditions of the Net Revenue Amount relating Second Offering and the Second Term Note and to obtain additional information (to the Oil extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Valens Offshore II or to which Valens Offshore II had access. (v) Valens Offshore II has substantial experience in evaluating and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance investing in private placement transactions of an Event of Default. The term “Net Revenue” shall mean the gross proceeds paid to ICF securities in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted companies similar to the lockbox Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Valens Offshore II must bear the economic risk of this investment until the Securities are sold pursuant to: (A) an effective registration statement under the Securities Act; or (B) an exemption from registration is available with respect to such sale. (vi) Valens Offshore II is acquiring the Second Term Note and the Closing Shares for Valens Offshore II’s own account and/or any other blocked account established for investment only, and not as a nominee or agent and not with a view towards or for resale in connection with their distribution. (vii) Valens Offshore II represents that by any Company reason of its, or of its management’s, business and financial experience, Valens Offshore II has the capacity to evaluate the merits and risks of its investment in the Second Term Note and the Closing Shares and to protect its own interests in connection with the transactions contemplated hereby net ofin this letter agreement and the instruments, documents and agreements related hereto. Further, Valens Offshore II is aware of no publication of any advertisement in connection with the transactions contemplated in this letter agreement and the instruments, documents and agreements related hereto. (viii) Valens Offshore II represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (i) To induce the Laurus/▇▇▇▇▇▇▇ Related Parties to, among other things, agree to the amendments set forth above and for Valens Offshore II to purchase the Second Term Note, each caseof the undersigned (other than the Laurus/▇▇▇▇▇▇▇ Related Parties): (i) acknowledges, ratifies and confirms that except as disclosed in the disclosure schedule attached hereto all of the terms, conditions, representations and covenants contained in the Existing Agreements to which it is a party are in full force and effect and shall remain in full force and effect after giving effect to the execution and effectiveness of this letter agreement and all of the instruments, documents and agreements contemplated hereby, including without limitation, the Second Term Note (collectively, the “New Agreements”); (ii) acknowledges, ratifies and confirms that the defined term “Obligations” under the Master Security Agreement dated August 31 2007 from the Company in favor of ▇▇▇▇▇▇▇ (as amended, restated, modified and/or supplemented from time to time, the “▇▇▇▇▇▇▇ Security Agreement”) and the ▇▇▇▇▇▇▇ Pledge Agreement, include, without limitation, all obligations and liabilities of the Company under the New Agreements; (iii) acknowledges and confirms that (A) the occurrence of a breach and/or an Event of Default under any of the New Agreements shall constitute a breach and/or an Event of Default under each of the Existing Agreements and (B) the occurrence of a breach and/or an Event of Default under any of the Existing Agreements shall constitute a breach and/or an Event of Default under the New Agreements; (iv) represents and warrants that no offsets, counterclaims or defenses exist as of the date hereof with respect to the period for undersigned’s obligations under the Existing Agreements to which such Net Revenue relatesthey are a party; (v) acknowledges, ratifies and confirms (A) that the reasonable ordinary day security interest grants and pledges to day expenses associated with ICF’s operation each of the leases, ▇▇▇▇▇▇▇ and equipmentLaurus set forth in the Existing Agreements extend to each Laurus/▇▇▇▇▇▇▇ Related Party, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental as assignees of ▇▇▇▇▇▇▇ and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem taxLaurus or their assignees, to the extentextent such Laurus/▇▇▇▇▇▇▇ Related Parties have heretofore been assigned an interest in an Existing Agreement, (B) that the grant by the Company and only the extent, properly allocated to the operation each of the Oil and Gas Properties and chargeable undersigned parties which have granted a security interest to ICF or TNEC ▇▇▇▇▇▇▇ and/or Laurus and/or any of the other Laurus/▇▇▇▇▇▇▇ Related Parties under the accounting procedures contained in applicable operating agreementsExisting Agreements (each, excludinga Security Party” and collectively, howeverthe “Security Parties”) extends to and covers all assets (including, any capital expenditureswithout limitation, in the equity interests owned by such Security Party) of each case using accounting practices and procedures ordinary and customary Security Party as more specifically set forth in the oil Existing Agreements and gas industrythe New Agreements, as applicable (the “Security Interest Grants”), (C) that the Security Interest Grants secure all obligations and liabilities of each of the undersigned to any Laurus/▇▇▇▇▇▇▇ Related Party under each Existing Agreement and New Agreement (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding), whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent (collectively, the “Obligations”); and (D) that each Laurus/▇▇▇▇▇▇▇ Related Party has all rights and remedies of a secured creditor under the Existing Agreements, the New Agreements, applicable law and in equity. To the extent not otherwise granted by the terms of the Existing Agreements and to secure all Obligations, each Security Party grants to each Laurus/▇▇▇▇▇▇▇ Related Party a security interest in all cash, cash equivalents, accounts, accounts receivable, deposit accounts, inventory, equipment, goods, fixtures, documents, instruments (including, without limitation, promissory notes and equity securities), contract rights, general intangibles (including, without limitation, payment intangibles), chattel paper, supporting obligations, investment property, letter-of-credit rights, trademarks, trademark applications, tradestyles, patents, patent applications, copyrights, copyright applications and other intellectual property in which each Security Party now has or hereafter may acquire any right, title or interest, all proceeds and products thereof (including, without limitation, proceeds of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Dateinsurance) and all additions, the balance of the Net Revenue Amount relating to the Oil accessions and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNEC.substitutions thereto or therefor;

Principal Payments. Amortizing payments (a) Unless earlier payment is required under this Agreement (i) the Company shall pay to the Banks the outstanding principal amount of each Foreign Loan at the end of the Principal Amount Negotiated Interest Period applicable to each such Foreign Loan, (ii) notwithstanding any provision of this Agreement to the contrary with respect to Foreign Loans, the Company shall be jointly pay to the Banks on the Termination Date the entire outstanding principal amount of all Revolving Credit Loans (including any Foreign Loans then outstanding), and severally made by (iii) the Companies Company shall pay to the Banks the outstanding principal amount of the Term Loan in 12 equal quarterly installments, each in the amount of one twelfth of the original principal amount of the Term Loan, payable on October 1the last day of each March, 2007 June, September and December, commencing on the first business such day of each succeeding month thereafter through occurring after the date the Term Loan is made, to and including the Maturity Date (each, an “Amortization Date”). Commencing on the first Amortization Date, when the Companies shall, jointly entire outstanding principal amount of the Term Loan shall be due and severally, make monthly payments payable. (b) The Company may at any time and from time to the Holder on each Amortization Date in an amount equal to the applicable Amortization Amount (which shall include any accrued and unpaid interest on such time prepay all or a portion of the Principal AmountLoans, without premium or penalty in the case of the Revolving Credit Loans, PROVIDED that (i) plus the Company may not prepay any portion of any Loan as to which an election for a continuation of or a conversion to a Fixed Rate Loan is pending pursuant to Section 2.7, (ii) unless earlier payment Is required under this Agreement, any Fixed Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan, and (iii) such prepayment of the Term Loan shall only be permitted if the Company shall have given not less than two Business Days' notice thereof specifying the Term Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on the Term Loan or portion thereof so prepaid and all other unpaid amounts which are then owing owing,to the Banks under this NoteSection 3.8 in connection with such prepayment. Upon the givIng of such notice, the Purchase Agreement and/or any other Related Agreement (collectivelyaggregate principal amount of the Term Loan or portion thereof so specified in such notice, the “Monthly Amount”). Any outstanding Principal Amount together with any such accrued and unpaid interest and any and all other unpaid amounts which are then owing by any Company to the Holder under this Noteamounts, the Purchase Agreement and/or any other Related Agreement shall be become due and payable on the Maturity Datespecified prepayment date. (c) If at the end of any Interest Period the Dollar Equivalent of the aggregate outstanding principal amount of the Loans shall exceed the then applicable Commitments, the Company forthwith shall pay to the Banks the amount of such excess in Dollars or, to the extent of the Foreign Loans then outstanding, such Foreign Currency or Foreign Currencies as the Banks shall reasonably request, for application to the outstanding principal amount of the Loans (if practicable, to Loans that are Floating Rate Loans or Fixed Rate Loans whose Interest Periods are then ending), as selected by the Banks in their sole discretion. For purposes of this SectionSection 3.1(c), the term “Amortization Amount” aggregate amount of the Term Loan Commitments shall mean (a) for be deemed permanently reduced by the amount of each Amortization Date during the period commencing principal payment made on the date hereof and ending on Term Loan, each such deemed reduction to be effective immediately upon the one-year anniversary making of each such payment. (d) If at any time, including, without limitation, at the end of any Interest Period, the Dollar Equivalent of the date hereof (aggregate outstanding principal amount of the “Anniversary Date”)Loans shall exceed the then Borrowing Base, an amount equal the Company shall forthwith pay to the greater Banks the amount of (i) $100,000 and (ii) sixty percent (60%) of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal to the greater of (i) $100,000 and (ii) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term “Net Revenue” shall mean the gross proceeds paid to ICF excess in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem taxDollars or, to the extent, and only the extent, properly allocated to the operation extent of the Oil and Gas Properties and chargeable to ICF Foreign Loans then outstanding, such Foreign Currency or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies Foreign Currencies as the Holder Banks shall reasonably request. Once , for application to the Amortization Amount has been paid on each Amortization Date, the balance outstanding principal amount of the Net Revenue Amount relating Loans (if practicable, to Loans that are Floating Rate Loans or Fixed Rate Loans whose Interest Periods are then ending), as selected by the Oil and Gas Properties for Banks in their sole discretion. (e) All prepayments of the calendar month immediately preceding the applicable Amortization Date Term Loan, whether optional or mandatory, shall be available applied to ICF and/or TNECinstallments of principal of the Term Loan in the inverse order of their maturities and no partial prepayment of the Term Loan shall reduce the amount or defer the date of the scheduled installments of principal required to be paid thereon.

Principal Payments. Amortizing payments of the aggregate principal amount outstanding under this Note at any time (the “Principal Amount Amount”) shall be jointly and severally made in cash by the Companies Company on October February 1, 2007 2008 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”). Commencing on the first Amortization Date, the Companies shall, jointly and severally, Company shall make monthly payments to the Holder on each Amortization Date Date, each such payment in an the amount equal to the applicable Amortization Amount (which shall include of $285,714.28 together with any accrued and unpaid interest on such portion of the Principal Amount) Amount plus any and all other unpaid amounts which are then owing under this Note, the Purchase Agreement and/or any other Related Agreement (collectively, the “Monthly Amount”), provided, that however, the Monthly Amount payable on the Amortization Dates for the months of December 2008, January 2009, February 2009, March 2009, April 2009 and May 2009 shall be in the reduced amount of $142,857.14. Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any the Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date.” 2. For purposes The Company hereby agrees to pay to the Agent the aggregate sum of this Section, $300,000 as additional interest (“Additional Interest”) with respect to the term “Amortization Amount” outstanding principal amount evidenced by the Term Note. The Additional Interest shall mean (a) for each Amortization Date during the period commencing be deemed fully earned on the date hereof and ending shall be paid ratably to the Holders of the Term Note ($273,750.00 to Valens Offshore, $26,250.00 to PSource) at such time as the Company is required to repay all of the outstanding principal balance evidenced by the Term Note, as amended hereby, whether at the Maturity Date, upon acceleration, prepayment or otherwise (the “Additional Interest Payment Date”). The parties hereby agree that the fair market value of the Additional Interest (as reasonably determined by the parties) to be received by the Holders on the one-year anniversary Additional Interest Payment Date is hereby designated as additional interest. The parties hereto further agree to file all applicable tax returns in accordance with such characterizations set forth above, treating each obligation to each Holder as a separate obligation, and shall not take a position on any tax return or in any judicial or administrative proceeding that is inconsistent with such characterization. Notwithstanding the foregoing, nothing contained in this paragraph shall, or shall be deemed to, modify or impair in any manner whatsoever the Company’s obligations from time to time owing to the Holders under the Term Note. 3. This Amendment shall be effective as of the date hereof first written above (the “Anniversary Amendment Effective Date”), an amount equal to ) on the greater of date when (i) $100,000 the Company and each Holder shall have executed this Amendment and (ii) sixty percent (60%) the Company shall have delivered to Agent its respective counterpart to this Amendment. 4. Except as specifically set forth in this Amendment, there are no other amendments, modifications or waivers to the Documents, and all of the Net Revenue (other forms, terms and provisions of the “Net Revenue Amount”) relating to all oil Documents remain in full force and gas properties of ICF (collectively, the “Oil effect. 5. The Company hereby represents and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal warrants to the greater Holders that as of the date hereof, both before and after giving effect to this Amendment, (i) $100,000 no Event of Default exists and is continuing and (ii) eighty percent (80%) of all representations, warranties and covenants made by the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term “Net Revenue” shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any Company in connection with the Documents are true, correct and complete and (iii) on the date hereof, all of the Company’s covenant requirements have been met. The Company hereby agrees to, no later than five days after the date hereof, file an 8-K with the Securities and Exchange Commission disclosing the transactions contemplated hereby net ofset forth in this Amendment (the “8-K”) on the date hereof. 6. From and after the Amendment Effective Date, this Amendment shall constitute a “Related Agreement” for all purposes of the Purchase Agreement and the Related Agreements referred to in the Purchase Agreement, as each caseare amended, with respect modified or supplemented from time to time. 7. This Amendment shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation benefit of and be enforceable by each of the leasesparties hereto and its successors and permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment may be executed in any number of counterparts, ▇▇▇▇▇ and equipmenteach of which shall be an original, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, but all of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNECconstitute one instrument.

Principal Payments. (a) Amortizing payments of the Principal Amount shall be made, jointly and severally made severally, by the Companies on October June 1, 2007 2008 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”). Commencing Subject to Article III below, commencing on the first Amortization Date, the Companies shallshall make, jointly and severally, make monthly payments to the Holder on each Amortization Date Date, each such payment in an the amount equal to the applicable Amortization Amount (which shall include of $73,333 together with any accrued and unpaid interest on such portion of the Principal Amount) Amount plus any and all other unpaid amounts which are then owing to the Holder under this Note, the Purchase Security Agreement and/or any other Related Ancillary Agreement (collectively, the “Monthly Amount”). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any Company the Companies to the Holder under this Note, the Purchase Security Agreement and/or any other Related Ancillary Agreement shall be due and payable on the Maturity Date. For purposes . (b) Upon receipt by any Company of this Sectionany principal payment made to such Company in respect of any Note Receivable, the term “Amortization Amount” such Company shall mean (a) for each Amortization Date during the period commencing on the date hereof and ending on the one-year anniversary of the date hereof (the “Anniversary Date”), immediately apply an amount equal to the greater of (i) $100,000 and (ii) sixty fifty percent (6050%) of such payment to prepay the Net Revenue outstanding principal balance of the Notes, to be applied first against the last maturing installments of the Principal Amount of the Term Loan in the inverse order thereof (including any accrued and unpaid interest thereon) until the “Net Revenue Amount”) relating to all oil Term Loan is paid in full and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal then to the greater of Revolving Loans (i) $100,000 including any accrued and (ii) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, unpaid interest thereon); provided, however, such percentage shall increase to one hundred percent (100%) upon following the occurrence and during the continuance of an Event of Default. The term “Net Revenue” , such prepayments shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted be applied to the lockbox account and/or any other blocked account established by any Company Obligations in connection with such order as the transactions contemplated hereby net ofAgent may elect in its sole discretion. If more than one Note is outstanding, in each case, with respect the proceeds payable under this Section 1.3(b) shall be applied to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based Notes on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNECa pro rata basis.

Principal Payments. (a) Amortizing payments of the Principal Amount shall be made, jointly and severally made severally, by the Companies on October June 1, 2007 2008 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”). Commencing Subject to Article III below, commencing on the first Amortization Date, the Companies shallshall make, jointly and severally, make monthly payments to the Holder on each Amortization Date Date, each such payment in an the amount equal to the applicable Amortization Amount (which shall include of $59,999 together with any accrued and unpaid interest on such portion of the Principal Amount) Amount plus any and all other unpaid amounts which are then owing to the Holder under this Note, the Purchase Security Agreement and/or any other Related Ancillary Agreement (collectively, the “Monthly Amount”). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any Company the Companies to the Holder under this Note, the Purchase Security Agreement and/or any other Related Ancillary Agreement shall be due and payable on the Maturity Date. For purposes . (b) Upon receipt by any Company of this Sectionany principal payment made to such Company in respect of any Note Receivable, the term “Amortization Amount” such Company shall mean (a) for each Amortization Date during the period commencing on the date hereof and ending on the one-year anniversary of the date hereof (the “Anniversary Date”), immediately apply an amount equal to the greater of (i) $100,000 and (ii) sixty fifty percent (6050%) of such payment to prepay the Net Revenue outstanding principal balance of the Notes, to be applied first against the last maturing installments of the Principal Amount of the Term Loan in the inverse order thereof (including any accrued and unpaid interest thereon) until the “Net Revenue Amount”) relating to all oil Term Loan is paid in full and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal then to the greater of Revolving Loans (i) $100,000 including any accrued and (ii) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, unpaid interest thereon); provided, however, such percentage shall increase to one hundred percent (100%) upon following the occurrence and during the continuance of an Event of Default. The term “Net Revenue” , such prepayments shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted be applied to the lockbox account and/or any other blocked account established by any Company Obligations in connection with such order as the transactions contemplated hereby net ofAgent may elect in its sole discretion. If more than one Note is outstanding, in each case, with respect the proceeds payable under this Section 1.3(b) shall be applied to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based Notes on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNECa pro rata basis.

Principal Payments. Amortizing payments of the aggregate ------------------- Principal Amount outstanding under this Note at any time and not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall be jointly and severally made by the Companies Company on October June 1, 2007 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “"Amortization Date”"). Commencing on the first Amortization Date, the Companies shall, jointly and severally, Company shall make monthly payments to the Holder on each Amortization Date Date, each such payment in an the amount equal to of $27,083.33 (the applicable Amortization Amount (which shall include "Monthly Principal Amount"), together with any accrued and unpaid interest on such portion of the Amortizing Principal Amount) Amount plus any and all other unpaid amounts which are then owing under this Note, the Purchase Agreement and/or any other Related Agreement (collectively, the “"Monthly Amount”"); provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (each, a "Release Amount"), each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Amortization Dates remaining until the Maturity Date plus (II) one (1). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any the Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date. For purposes of this Section, the term “Amortization Amount” shall mean (a) for each Amortization Date during the period commencing on the date hereof and ending on the one-year anniversary of the date hereof (the “Anniversary Date”), an amount equal to the greater of (i) $100,000 and (ii) sixty percent (60%) of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal to the greater of (i) $100,000 and (ii) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term “Net Revenue” shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNEC.

Principal Payments. Amortizing payments of the Principal Amount shall be jointly and severally made by the Companies on October 1, 2007 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “Amortization Date”). Commencing on the first Amortization Date, the Companies shall, jointly and severally, make monthly payments to the Holder on each Amortization Date in an amount equal to the applicable Amortization Amount (which shall include any accrued and unpaid interest on such portion of the Principal Amount) plus any and all other unpaid amounts which are then owing under this Note, the Purchase Agreement and/or any other Related Agreement (collectively, the “Monthly Amount”). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement shall be due and payable on the Maturity Date. For purposes of this Section, the term “Amortization Amount” shall mean (a) for each Amortization Date during the period commencing on the date hereof and ending on the one-year anniversary of the date hereof (the “Anniversary Date”), an amount equal to the greater of (i) $100,000 49,989.23 and (ii) the product of (A) 0.4999 times (B) sixty percent (60%) of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal to the greater of (i) $100,000 49,989.23 and (ii) the product of (A) 0.4999 times (B) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to the product of (A) 0.4999 times (B) one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term “Net Revenue” shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNEC.

Principal Payments. Amortizing payments (a) Unless earlier payment is required under this Agreement (i) the Company shall pay to the Banks on the Termination Date the entire outstanding principal amount of all Revolving Credit Loans, and (ii) the Company shall pay to the Banks the outstanding principal amount of the Principal Amount shall be jointly Term Loan in eight (8) equal quarterly installments, each in the amount of one eighth (1/8) of the original principal amount of the Term Loan, payable on the last day of each March, June, September and severally made by the Companies on October 1December, 2007 and commencing on the first business such day of each succeeding month thereafter through occurring after the date the Term Loan is made, to and including the Maturity Date (each, an “Amortization Date”). Commencing on the first Amortization Date, when the Companies shall, jointly entire outstanding principal amount of the Term Loan shall be due and severally, make monthly payments payable. (b) The Company may at any time and from time to the Holder on each Amortization Date in an amount equal to the applicable Amortization Amount (which shall include any accrued and unpaid interest on such time prepay all or a portion of the Principal AmountLoans, without premium or penalty in the case of the Revolving Credit Loans, provided that (i) plus the Company may not prepay any portion of any Loan as to which an election for a continuation of or a conversion to a Fixed Rate Loan is pending pursuant to Section 2.7, (ii) unless earlier payment is required under this Agreement, any Fixed Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan, and (iii) such prepayment of the Term Loan shall only be permitted if the Company shall have given not less than two Business Days' notice thereof specifying the Term Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on the Term Loan or portion thereof so prepaid and all other unpaid amounts which are then owing owing, to the Banks under this NoteSection 3.8 in connection with such prepayment. Upon the giving of such notice, the Purchase Agreement and/or any other Related Agreement (collectivelyaggregate principal amount of the Term Loan or portion thereof so specified in such notice, the “Monthly Amount”). Any outstanding Principal Amount together with any such accrued and unpaid interest and any and all other unpaid amounts which are then owing by any Company to the Holder under this Noteamounts, the Purchase Agreement and/or any other Related Agreement shall be become due and payable on the Maturity Date. For purposes specified prepayment date. (c) If at any time the aggregate outstanding principal amount of this Sectionthe Advances shall exceed the then Borrowing Base, the term “Amortization Amount” Company shall mean forthwith pay to the Banks the amount of such excess for application to the outstanding principal amount of the Loans, as selected by (ad) for each Amortization Date during All prepayments of the period commencing on Term Loan, whether optional or mandatory, shall be applied to installments of principal of the Term Loan in the inverse order of their maturities and no partial prepayment of the Term Loan shall reduce the amount or defer the date hereof and ending on the one-year anniversary of the date hereof (the “Anniversary Date”), an amount equal scheduled installments of principal required to the greater of (i) $100,000 and (ii) sixty percent (60%) of the Net Revenue (the “Net Revenue Amount”) relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal to the greater of (i) $100,000 and (ii) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term “Net Revenue” shall mean the gross proceeds be paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject to the Holder’s approval which shall be provided in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNECthereon.

Principal Payments. Amortizing payments of the Principal Amount shall be jointly and severally made by the Companies on October 1, 2007 and (a) Commencing on the first business day of Payment Date occurring on [October 9], 2003, 2003 and continuing on each succeeding month Payment Date thereafter through and including the Maturity Payment Date which occurs on the second (2nd) anniversary of the initial Payment Date (eachOctober 9, 2005), together with each monthly payment of interest, Borrower shall make a payment to Lender of principal in the amount of Two Hundred Eight Thousand and 33/100 Dollars ($208,333.33) (the "MONTHLY AMORTIZATION AMOUNT"). (b) Commencing in 2004 and during each calendar year thereafter during the term of the Loan, upon the earlier to occur of (i) April 30th of such year and (ii) not later than ten (10) days following delivery of the annual financial statements to Lender referred to in and required by Section 5.11(b) with respect to the prior calendar year, Borrower shall make a principal payment to Lender (each such payment, an “Amortization Date”). Commencing on the first Amortization Date, the Companies shall, jointly and severally, make monthly payments to the Holder on each Amortization Date "EXCESS CASH FLOW PRINCIPAL PAYMENT") in an amount equal to the applicable Amortization lesser of (i) 100% of Excess Cash Flow for the immediately preceding calendar year and (ii) the positive excess of (x) Ten Million Dollars ($10,000,000) (or for calendar year 2003, the 2003 Maximum Amount (which shall include any accrued and unpaid interest on such portion of the Principal Amountas defined below)) plus any Catch-Up Amounts (defined below) with respect to years prior to the immediately preceding calendar year, if applicable, over (y) monthly amortization payments made by Borrower to Lender during such immediately preceding calendar year pursuant to Section 2.3.2(a) or any other voluntary prepayments (it being understood and all other unpaid amounts which are then owing agreed that any prepayment made under Section 2.5 or Section 2.7 shall not be deemed to be a "voluntary" prepayment). To the extent that, with respect to any calendar year, the aggregate amount of principal payments under this NoteSection 2.3.2(b) and Section 2.3.2(a) is less than $10,000,000, the Purchase Agreement and/or any other Related Agreement (collectively, the “Monthly Amount”). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by any Company to the Holder under this Note, the Purchase Agreement and/or any other Related Agreement positive excess of $10,000,000 over such payments shall be due and payable on the Maturity Datedefined as a "Catch-Up Amount". For purposes of this Section, the term “Amortization Amount” shall mean (a) foregoing calculation for each Amortization Date during the period commencing on the date hereof and ending on the one-calendar year anniversary of the date hereof (the “Anniversary Date”)2003, an amount equal to the greater product of (iI) $100,000 10,000,000 multiplied by (II) a fraction, the numerator of which is the number of months during 2003 that this Loan is outstanding and (ii) sixty percent (60%) the denominator of the Net Revenue which is 12 (the “Net Revenue Amount”"2003 MAXIMUM AMOUNT") relating to all oil and gas properties of ICF (collectively, the “Oil and Gas Properties”) for the calendar month immediately preceding the applicable Amortization Date and (b) for each Amortization Date thereafter, an amount equal to the greater of (i) $100,000 and (ii) eighty percent (80%) of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date, provided, however, such percentage shall increase to one hundred percent (100%) upon the occurrence and during the continuance of an Event of Default. The term “Net Revenue” shall mean the gross proceeds paid to ICF in respect of oil, gas and/or other hydrocarbon production in which it has an interest whether or not such proceeds are remitted to the lockbox account and/or any other blocked account established by any Company in connection with the transactions contemplated hereby net of, in each case, with respect to the period for which such Net Revenue relates, the reasonable ordinary day to day expenses associated with ICF’s operation of the leases, ▇▇▇▇▇ and equipment, including pumping fuel, lube, water, chemicals, materials, wireline, labor, maintenance, routine production equipment replacement, repairs, routine workover costs to maintain production from an existing completed well, royalty, overriding royalty, insurance, third-party engineering, salt water disposal, processing fees, environmental and disposal, transportation, government regulations, supplies, severance tax, outside operating expenditures and ad valorem tax, to the extent, and only the extent, properly allocated to the operation of the Oil and Gas Properties and chargeable to ICF or TNEC under the accounting procedures contained in applicable operating agreements, excluding, however, any capital expenditures, in each case using accounting practices and procedures ordinary and customary in the oil and gas industry, all of which shall be subject to the Holder’s approval which shall be provided substituted for "$10,000,000" in the exercise of the Holder’s reasonable discretion based on such supporting documentation from the Companies as the Holder shall reasonably request. Once the Amortization Amount has been paid on each Amortization Date, the balance of the Net Revenue Amount relating to the Oil and Gas Properties for the calendar month immediately preceding the applicable Amortization Date shall be available to ICF and/or TNECcalculation.