SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)^*

	LiqTech International, Inc.
(Name of Issuer)
	Common Stock, Par Value $0.001
(Title of Class of Securities)
	53632A 102
	(CUSIP Number)

David N. Nemelka

743 West 1200 North, Suite 100

Springville, UT 84663

(801) 361-3746

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 24, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d01(f) or 240.13d-1(g), check the following box.      .

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.  

^*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of  6

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CUSIP No. 53632A 102

1	Names of Reporting Persons David N. Nemelka
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  _____ (b)  _____
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)        .
6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power   0(1)
		8	Shared Voting Power   0(1)
		9	Sole Dispositive Power   2,395,717
		10	Shared Dispositive Power   0
11	Aggregate Amount Beneficially Owned by Each Reporting Person   2,395,717
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)        .
13	Percent of Class Represented by Amount in Row (11) 8.56%
14	Type of Reporting Person (See Instructions) IN

⁽¹⁾  The Reporting Person transferred all voting power with respect to all shares beneficially owned by him to the CEO of the Issuer, or such other person as may be designated by the Issuer, pursuant to a voting agreement dated as of November 1, 2013.  The voting agreement provides that the CEO or other designee will vote such shares in strict proportion (for, against, withheld, and/or abstain) to the votes collectively cast by all of the other voting stockholders who are present and voting.

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ITEM 1.

Security and Issuer

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relates to shares of common stock, par value $0.001 (the “Common Stock”), of LiqTech International, Inc., a Nevada corporation (the “Issuer”), formerly named Blue Moose Corporation.  The address of the principal executive offices of the Issuer is Industriparken 22C, DK 2750, Ballerup, Denmark.  Amendment No. 3 is being filed by David N. Nemelka (the “Reporting Person” or “Mr. Nemelka”) to amend and supplement the Items set forth below of the Reporting Person’s Schedule 13D filed with the Securities and Exchange Commission on September 2, 2011, as amended by Amendment No. 1 thereto filed on June 27, 2012 and Amendment No. 2 thereto filed on April 12, 2013.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

ITEM 3.

Source and Amount of Funds or Other Consideration

The Issuer has outstanding common stock purchase warrants entitling the holder to purchase one share of Common Stock for each warrant held at an exercise price of $1.50 per share at any time on or before December 31, 2016 (the “1.50 Warrants”).  In order to provide an incentive for the early exercise of the $1.50 Warrants, the Issuer offered to issue an additional Common Stock purchase warrant for each of the $1.50 Warrants exercised, which new warrant would entitle the holder to purchase one share of Common Stock for each warrant held at an exercise price of $2.70 per share at any time on or before December 31, 2016 (the “2.70 Warrants”).  On October 7, 2013, the Reporting Person exercised 647,000 of the $1.50 Warrants and on October 24, 2013, the Issuer accepted the warrant exercise.  Pursuant to a Loan and Security Agreement dated as of October 8, 2013 between the Reporting Person and Linley Ltd. (the “Holder”), the Reporting Person borrowed $1,000,000 from the Holder (the “Loan”) to pay the $970,500 exercise price for the $1.50 Warrants exercised by him.  The Loan is evidenced by a $1,000,000 secured promissory note from the Reporting Person to the Holder (the “Secured Note”), which is due on or before April 8, 2014, without interest.  The Secured Note is secured by 850,000 shares of the Reporting Person’s Common Stock.  As consideration for the Loan, the Reporting Person granted the Holder a profit sharing interest in the 850,000 shares of Common Stock and agreed to pay all profit from the sale of such shares to the Holder until such time as the Holder has received $100,000 (the “Profit Sharing Interest”).  In addition, the Reporting Person agreed to instruct the Issuer to issue directly to the Holder 167,500 of the $2.70 Warrants that were issuable upon the exercise of the Reporting Person’s $1.50 Warrants.  In the event the Reporting Person should fail to pay the Secured Note or the Profit Sharing Interest when due, the Holder could acquire investment and dispositive power with respect to some or all of the 850,000 shares of Common Stock pledged as collateral for the Loan.  The Reporting Person, Linley and a third party escrow agent (the “Escrow Agent”), entered into an escrow agreement pursuant to which the Escrow Agent agreed to hold 850,000 shares of Common Stock pledged as collateral for the Secured Note and to deliver such shares to the Reporting Person upon the timely payment of the Loan and Profit Sharing Amount or to deliver the shares to the Holder if the Reporting Person should fail to pay the Loan and Profit Sharing Amount on or before April 8, 2014.  

On November 1, 2013 the Reporting Person entered into an amended security agreement with McColee Partners LLC pursuant to which the Reporting Person pledged 497,000 shares of the Reporting Person’s Common Stock as security for a promissory note dated May 1, 2013 in the face amount of $300,000.

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ITEM 4.

Purpose of Transaction

The information contained in Item 3 above is incorporated herein by reference.

The Reporting Person acquired the Common Stock for investment purposes.  In pursuing such investment purposes, the Reporting Person may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at such times, and in such manner, as he deems advisable to benefit from changes in market prices of the Common Stock, changes in the Issuer's operations, business strategy or prospects, or from the sale or merger of the Issuer.  To evaluate such alternatives, the Reporting Person will routinely monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Person and other investment considerations.  The Reporting Person may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, investment and financing professionals, sources of credit and other investors.  Such factors and discussions may materially affect, and result in, the Reporting Person modifying his ownership of Common Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer's operations, governance or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.  As reported herein, the Reporting Person currently holds 293,000 of the $1.50 Warrants and 479,500 of the $2.70 Warrants.  The Reporting Person may elect to exercise some or all of the common stock purchase warrants from time to time based on various factors including the market price for the Common Stock, the exercise price of the warrants, the expiration date of the warrants and the factors discussed above with respect to the Reporting Person’s evaluation of alternatives.  In addition, the Reporting Person plans to sell shares of Common Stock from time to time to make payments on the secured notes described herein.  Except as discussed above, the Reporting Person currently has no plans to engage in the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.  

The Reporting Person reserves the right to formulate other plans and/or make other proposals, and take such actions with respect to his investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock or dispose of all the Common Stock beneficially owned by him, in the public market or in privately negotiated transactions.  The Reporting Person may at any time reconsider and change his plans or proposals relating to the foregoing.

ITEM 5.

Interest in Securities of the Issuer

(a)

As of the date hereof, the Reporting Person is deemed to beneficially own 2,395,717 shares of Common Stock, representing approximately 8.56% of the Issuer’s outstanding Common Stock based on the 24,511,500 shares of Common Stock outstanding as of August 14, 2013, as reported in the Issuer’s current report on Form 10-Q filed on August 14, 2013, and the additional 2,700,667 shares issued by the Issuer upon exercise of the $1.50 Warrants as extrapolated from the Issuer’s press release dated October 9, 2013.  In calculating the Reporting Person’s ownership percentage, shares of Common Stock which are subject to warrants exercisable within 60 days have been treated as outstanding shares.  The shares of Common Stock beneficially owned by the Reporting Person consist of the following: (i) 1,582,617 shares owned directly by the Reporting Person; (ii) 293,000 of the $1.50 Warrants owned directly by the Reporting Person (iii) 479,500 of the $2.70 Warrants owned directly by the Reporting Person; (iv) 10,600 shares held of record by the Roth 401(k) Plan of McKinley Capital, Inc., a Utah corporation controlled by the Reporting Person; and (v) 30,000 shares held of record by Tradeco, Corp., a Utah corporation controlled by the Reporting Person.

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(b)

Number of shares of Common Stock as to which the Reporting Person has:

(i)

Sole power to vote or direct the vote:  0

(i)

Shared power to vote or direct the vote:  0

(i)

Sole power to dispose or direct the disposition:  2,395,717

(i)

Shared power to dispose or direct the disposition:  0

The Reporting Person, the Roth 401(k) Plan of McKinley Enterprises, Inc. and Tradeco Corp. entered into a Voting Agreement dated as of November 1, 2013 with the Issuer and Finn Helmer, the current CEO of the Issuer, pursuant to which the Reporting Person appointed Mr. Helmer, or any substitute designee appointed by the Issuer in the Issuer’s sole discretion other than the Reporting Person or a member of the Reporting Person’s family, as the Reporting Person’s proxy and attorney-in-fact to vote or act by written consent with respect to all shares of Common Stock beneficially owned by the Reporting Person as of the record date for any such action.  The voting agreement provides that Mr. Helmer or other designee will vote such shares in strict proportion (for, against, withheld, and/or abstain) to the votes collectively cast by all of the other voting stockholders who are present and voting.  The Voting Agreement will continue in effect for so long as the Reporting Person beneficially owns any shares of the Issuer’s common stock.  Any shares sold or transferred by the Reporting Person will automatically be released from the Voting Agreement and a purchaser shall acquire the shares with no obligation thereunder.

(c)

The following constitute all transactions with respect to the Common Stock effected directly or indirectly by the Reporting Person during the past sixty (60) days, inclusive of any transactions effected through the close of business on October 31, 2013: (i) on October 4, 2013, the Reporting Person transferred and assigned 20,000 of the $1.50 Warrants to a third party in a private transaction for $0; and (ii) as described in Item 3 of this Report, on October 7, 2013, the Reporting Person provided notice of exercise to the Issuer with respect to 647,000 of the $1.50 Warrants and on October 24, 2013, the Issuer accepted the exercise of such warrants and issued to the Reporting Person 647,000 shares of Common Stock and 479,500 of the $2.70 Warrants.  The Issuer also issued 167,500 of the $2.70 Warrants directly to the Holder as partial consideration for the Loan as described herein.

(d)

Except as described herein and in Item 3 hereof, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer’s common stock described in subparagraph (a) above.

(e)

Not applicable.

ITEM 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information contained in Items 3, 4 and 5 above is incorporated herein by reference.

Other than as described in Items 3, 4 and 5 hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or any pledge or contingency, the occurrence of which would give another person voting or investment power over the securities of the Issuer.

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ITEM 7.

Material to be Filed as Exhibits

Exhibit 1

Loan and Security Agreement between the Reporting Person and the Holder dated as of October 8, 2013.

Exhibit 2

Escrow Agreement among the Reporting Person, the Holder and the Escrow Agent, dated as of October 8, 2013.

Exhibit 3

Amended Security Agreement between the Reporting Person and McColee Partners LLC dated as of November 1, 2013.

Exhibit 4

Voting Agreement dated as of November 1, 2013 by and among the Reporting Person, Tradeco Corp., the Roth 401(k) Plan of McKinley Capital, Inc., Finn Helmer, an individual and the current Chief Executive Officer of LiqTech International, Inc., a Nevada corporation (the “Company”), and the Company.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 1, 2013

/s/ David N. Nemelka

David N. Nemelka

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Exhibit 1 to Schedule 13D/A

LOAN AND SECURITY AGREEMENT

This Loan and Security Agreement (the “Agreement”) is made and entered into as of October 8, 2013 by and between David N. Nemelka (“Borrower”), and Linley, Ltd. (“Lender”).

WHEREAS, Borrower desires to borrow funds from Lender and Lender is willing to lend such funds to Borrower upon the terms and conditions set forth herein;

NOW, THEREFORE, for and in consideration of the mutual covenants to be performed and benefits to be received hereunder, the parties agree as follows.

1.

The Loan.  

(a)  Concurrently with the execution of this Agreement, Lender shall lend to Borrower the amount of One Million Dollars ($1,000,000) (the “Loan”), without interest, which shall be repaid by Borrower on or before April 8, 2014 (the “Maturity Date”).  In the event the entire Loan has not been paid by the Maturity Date, interest shall accrue on the outstanding balance of the Loan at the rate of Ten Percent (10%) per annum from the Maturity Date until the date payment is made; provided that in no event shall the rate of interest payable hereunder exceed the maximum rate of interest permitted by applicable law. The Loan may be prepaid by Borrower, at any time, in whole or in part, without penalty or premium.  The Loan shall be evidenced by a secured promissory note, the form of which is attached hereto as Exhibit “A.”

(b)  Borrower shall utilize the proceeds from the Loan solely for the purpose of paying to LiqTech International, Inc., a Nevada corporation (“Liqtech”) the exercise price of certain Liqtech common stock purchase warrants.  Upon the exercise of such warrants, Borrower shall receive from Liqtech one share of Liqtech common stock for each warrant exercised and one new common stock purchase warrant entitling the holder to purchase one share of Liqtech common stock at an exercise price of $2.70 per share the (“New Liqtech Warrants.”)  The shares of common stock and New Liqtech Warrants issuable upon exercise of the Liqtech common stock purchase warrants will constitute “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act.  

2.

Profit Sharing.  As partial consideration for the Loan, Borrower hereby grants to Lender a profits interest in the shares of Liqtech common stock pledged as collateral for the Loan as provided herein and agrees to pay Lender 100% of the profit from the sale of such shares until Lender has received a total of One Hundred Thousand Dollars ($100,000) (the “Profit Sharing Amount”), at which time the profit sharing arrangement shall terminate.

3.

New Liqtech Warrants.  As partial consideration for the Loan, Borrower shall assign and transfer to Lender New Liqtech Warrants entitling the Lender to purchase 167,500 shares of Liqtech common stock at an exercise price of $2.70 per share.  

4.

Representations, Warranties and Covenants of Borrower.  Borrower represents, warrants and covenants to Lender that:

(a)  Borrower is the sole owner of the shares of Liqtech common stock pledged as collateral hereunder and such shares are or will be when issued owned by Borrower free and clear of any liens, security interests or other encumbrances whatsoever (other than those imposed by the terms of this Agreement).

(b)  Borrower has full right, power and authority to execute, deliver, and perform his obligations under this Agreement without the consent or approval of any third party and this Agreement constitutes the legal, valid, and binding obligation of Borrower, and is enforceable against Borrower in accordance with its terms.  

5.

Events of Default.  If one or more of the following events (“Events of Default”) shall have occurred and be continuing:

(a)  Borrower shall fail to pay the entire amount of the Loan when due and such failure has not been cured within five (5) days following notice of such default from Lender;

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(b)  Borrower shall fail to pay the entire Profit Sharing Amount described in Section 2 hereof on or before April 8, 2014 and such failure has not been cured within five (5) days following notice of such default from Lender;

(c)  Any representation or warranty made by Borrower in this Agreement shall prove to have been incorrect or inaccurate in any material respect when made.

6.

Security Interest and Pledge.

(a)  Borrower’s obligations under this Agreement are secured by, and Borrower hereby pledges and grants to Lender, a security interest in, 850,000 shares of Liqtech common stock (the “Collateral”), of which 500,000 shares shall be freely tradable without restriction and 350,000 shares shall constitute restricted securities within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended.  Concurrently with the execution of this Agreement, Borrower and Lender shall enter into an escrow agreement with Nathan Pinkhasov, a lawyer licensed in the State of New York, as escrow agent (the “Escrow Agent”), containing the applicable terms set forth herein and such additional terms and conditions as may be mutually agreed upon by the parties and the Escrow Agent.  Concurrently with the execution of the Escrow Agreement, the Collateral shall be delivered to Lender as follows: (i)) Borrower shall deposit stock certificates for 500,000 free trading Liqtech shares and 350,000 restricted Liqtech shares with the Escrow Agent to perfect Lender’s security interest in such shares.  The stock certificates representing the Collateral shall be accompanied by stock powers that have been duly executed and Medallion signature guaranteed.  

(b)  Unless and until and Event of Default shall occur, Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral for any purpose not inconsistent with the terms hereof.  If an Event of Default shall occur, all rights of Borrower to exercise its voting and other consensual rights to which it would otherwise be entitled to exercise with respect to the Collateral shall cease, and all such rights shall thereupon become vested in Lender, who shall thereupon have the sole right to exercise such voting and other consensual rights.  In order to permit Lender to exercise the voting and other rights to which he may be entitled to exercise pursuant to this subparagraph, Borrower shall, if necessary, upon written notice from Lender, from time to time, execute and deliver to Lender appropriate proxies, dividend payment orders, and other instruments as Lender may reasonably request.

7.

Remedies.

(a)  Upon the occurrence of an Event of Default, the then outstanding balance of the Loan and the Profit Sharing Amount, and any accrued and unpaid interest thereon, shall automatically become immediately due and payable without presentment, demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower, and Lender may pursue and enforce all of the rights and remedies provided to a secured creditor with respect to the Collateral under the UCC.  

(b)  Lender may institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets of Borrower, and in connection with any such action or proceeding shall be entitled to receive from Borrower the outstanding balance of the Loan and Profit Sharing Amount plus accrued interest to the date of payment plus reasonable expenses of collection, including without limitation, attorneys' fees and expenses.  Notwithstanding the foregoing, Lender shall not proceed with any claims against the personal assets of Borrower until the Collateral has been sold and the proceeds applied to payment of the Profit Sharing Amount and repayment of the Loan.

(c)  Until an Event of Default occurs and is continuing, Lender shall have no right to sell, pledge, hypothecate, transfer, encumber or otherwise dispose of any of the Collateral without the prior written consent of Borrower except as and to the extent specifically provided herein.

8.

Further Assurances.  Each party agrees to execute such other documents, instruments, agreements and consents, and take such other actions as may be reasonably requested by the other party hereto to effectuate the purposes of this Agreement.

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9.

Notices.  All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent as follows:

If to Borrower:

David N. Nemelka

743 West 1200 North, Suite 100

Springville, Utah 84663

If to Lender:

Linley Ltd. c/o Blackfish Services Ltd

5 Savile Row

London, W1S 3PD

or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith.

10.

Entire Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may only be modified by a subsequent writing executed by both parties.

11.

Construction.  This Agreement is the result of negotiations among, and has been reviewed by, Borrower, Lender and their respective counsel.  Accordingly, this Agreement shall be deemed to be the product of both parties hereto, and no ambiguity shall be construed in favor of or against Borrower or Lender.

12.

Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations.  If, however, any provision of this Agreement shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Agreement, or the validity or effectiveness of such provision in any other jurisdiction.

13.

Governing Law.  This Agreement shall be governed by, enforced and construed under and in accordance with the laws of the State of New York.

14.

Consent to Jurisdiction.  Lender and Borrower hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of New York and the Federal courts sitting in the state of New York.  Lender and Borrower agree that all actions or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby must be litigated exclusively in any such state or Federal court that sits in New York County, New York, and Lender and Borrower hereby waive any objection which they may now or hereafter have to the laying of the venue of any such litigation in any such court.

15.

Attorney’s Fees.  In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the nonbreaching party or parties for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

16.

Headings.  Headings used in this Agreement are inserted for convenience only and shall not affect the meaning of any term or provision of the Agreement.

17.

Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original instrument, but all of which collectively shall constitute one and the same agreement.

18.

Assignment.  This Agreement and the rights and obligations of the parties hereunder shall not be assignable or transferable by either party without the prior written consent of the other party.

19.

Binding Effect.  The rights and obligations of Borrower and Lender shall be binding upon and inure to the benefit of their respective heirs and successors.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

“Borrower”

/s/ David N. Nemelka

David N. Nemelka

“Lender”

Linley Ltd.

By: /s/ David Rowland

Name:  David Rowland

Title: Authorized Signatory

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Exhibit A to Loan and Security Agreement

SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, David N. Nemelka (“Borrower”) hereby promises to pay to the order of Linley Ltd. (“Lender”), at the principal offices of Lender at 5 Savile Row, London, W1S 3PD, the principal amount of One Million U.S. Dollars (US$1,000,000) in lawful money of the United States, without interest, on or before April 8, 2014 (the “Maturity Date”).  In the event the entire amount of this Note has not been paid by the Maturity Date, interest shall accrue on the outstanding balance of this Note at the rate of Ten Percent (10%) per annum from the Maturity Date until the date payment is made; provided that in no event shall the rate of interest payable hereunder exceed the maximum rate of interest permitted by applicable law.  This Note may be prepaid by Borrower at any time and from time to time without premium or penalty.  

This Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated as of October 8, 2013 by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement to which reference is made for a statement of all of the terms and conditions thereof.

If this Note is not paid when due the entire unpaid balance of this Note shall immediately become due and payable without presentment, demand for payment, notice of dishonor, protest or other notice of any kind, all of which are hereby expressly waived by Borrower.

This Note shall be governed by and construed in accordance with the laws of the State of New York, United States of America excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction.  All actions or proceedings arising out of or relating to this Note must be litigated exclusively in any such state or Federal court that sits in New York County, New York, and Borrower hereby waives any objection which he may now or hereafter have to the laying of the venue of any such litigation in any such court.

In Witness Whereof, this Note has been executed as of the date first written above.

Borrower:

/s/ David N. Nemelka

David N. Nemelka

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Exhibit 2 to Schedule 13D/A

ESCROW AGREEMENT

This Escrow Agreement (this “Agreement”) is made and entered into as of October 8, 2013 among Linley Ltd. (“Lender”), David N. Nemelka (“Borrower”) and Law Offices of Nathan Pinkhasov PLLC, a law firm licensed in the State of New York (the “Escrow Agent”).  The parties to this Agreement are sometimes referred to herein individually as a “party” and collectively as the “parties.”

Premises

WHEREAS, Lender and Borrower have entered into that certain Loan and Security Agreement (the “Loan Agreement”) dated of even date herewith pursuant to which Lender agreed to loan to Borrower and Borrower agreed to borrow from Lender the amount of One Million Dollars ($1,000,000) (the “Loan”), which Loan is evidenced by a promissory note and secured by 850,000 shares of common stock of Liqtech International, Inc., a Nevada corporation (“Liqtech”), which shares are referred to herein as the “Collateral”; and

WHEREAS, the Loan Agreement provides that the Collateral shall be delivered to Lender as follows: (i) Borrower shall deliver stock certificates for 500,000 free trading Liqtech shares to Lender to perfect Lender’s security interest in such shares, and (ii) Borrower shall deposit 350,000 restricted Liqtech shares (the “Escrowed Shares”) with the Escrow Agent to perfect Lender’s security interest in such shares; and

WHEREAS, the Loan Agreement provides that as partial consideration for the Loan Borrower shall grant Lender a profits interest in the shares of Liqtech common stock that constitute the Collateral and shall pay Lender 100% of the profit from the sale of such shares until such time as Lender has received a total of One Hundred Thousand Dollars ($100,000) (the “Profit Sharing Amount”), at which time the profit sharing arrangement shall terminate; and

WHEREAS, The parties desire to engage the Escrow Agent to hold the Collateral in accordance with the terms of this Agreement.    

Agreement

NOW, THEREFORE, the parties hereto agree as follows:

1.  Deposits of Certificates Representing Shares.  The Borrower shall deposit the Escrowed Shares with the Escrow Agent as follows.  Concurrently with the execution of this Agreement, Borrower shall deposit with the Escrow Agent stock certificates representing 500,000 shares of Liqtech common stock, which shares are freely tradable and not subject to any restrictions on resale (the “Free Trading Liqtech Shares”).  Within five (5) days following receipt from Liqtech of the shares of Liqtech common stock issuable upon exercise of Borrower’s common stock purchase warrants (as described in Section 1(b) of the Loan Agreement), Borrower shall deposit with the Escrow Agent 350,000 of such restricted shares of Liqtech common stock (the “Restricted Liqtech Shares”).  The stock certificates for the Free Trading Liqtech Shares and the Restricted Liqtech Shares shall be accompanied by duly executed stock powers with the signatures Medallion signature guaranteed by a financial institution or registered broker/dealer.  

2.  The Escrowed Shares.  

(a)  If at any time on or before the close of business on April 8, 2014, the Profit Sharing Amount and the Loan have been paid in full, the Escrow Agent shall cause the Escrowed Shares and the related stock powers to be returned to Borrower in accordance with Borrower’s instructions, and the escrow shall thereupon terminate.

(b)  Unless and until an Event of Default shall occur, Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrowed Shares for any purpose not inconsistent with the terms hereof.  

(c)  If the Profit Sharing Amount and the Loan have not been paid in full by the close of business on April 8, 2014, the Escrow Agent shall deliver the Escrowed Shares to Lender so that Lender may exercise its rights with respect to such Collateral in the manner provided in the Loan Agreement, and the escrow shall thereupon terminate.

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3.

Escrow Agent’s Duties Ministerial.  It is understood and agreed that the duties of the Escrow Agent are entirely ministerial, being limited to receiving the Collateral and holding and disbursing the Collateral and the proceeds therefrom in accordance with this Agreement.

4.

Escrow Agent Acts as a Depository.  The Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of any instrument deposited with it, or with respect to the form or execution of the same, or the identity, authority, or rights of any person executing or depositing the same.

5.

Escrow Agent Not Bound by Notice of Default.  The Escrow Agent shall not be required to take or be bound by notice of any default of any person or to take any action with respect to such default involving any expense or liability unless it is indemnified in a manner satisfactory to it against any expense or liability arising therefrom.

6.

Escrow Agent Not Liable for Acting on Certain Items.  The Escrow Agent shall not be liable for acting on any notice, request, waiver, consent, receipt, or other paper or document believed by the Escrow Agent to be genuine and to have been signed by the proper party or parties.

7.

Escrow Agent Not Liable for Errors of Judgment.  The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct.

8.

Escrow Agent Not Liable for Misconduct of Certain Agents.  The Escrow Agent shall not be answerable for the default or misconduct of any agent, or attorney, appointed by it if such agent or attorney shall have been selected with reasonable care.

9.

Escrow Agent May Consult with Legal Counsel.  The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the consideration of the foregoing instructions or the Escrow Agent’s duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel.

10.

Adverse Claims for the Collateral.  In the event of any disagreement between the parties or any of them and/or any other person, resulting in adverse claims and/or demands being made in connection with or for any of the Collateral involved herein or affected hereby, the Escrow Agent shall be entitled at its option to refuse to comply with any such claim or demand so long as such disagreement shall continue and, in so refusing, the Escrow Agent shall not be or become liable to the other parties or any of them for the failure or refusal to comply with such conflicting or adverse demands, and the Escrow Agent shall be entitled to continue to so refrain and refuse to so act until:

(a)  the rights of adverse claimants have been finally adjudicated in a court assuming and having jurisdiction of the parties and the Collateral involved herein or affected hereby; and/or

(b)  all differences shall have been adjusted by agreement and the Escrow Agent shall have been notified thereof in writing signed by all of the persons interested.

11.

Fee of Escrow Agent.  The fee of the Escrow Agent is $1,700, which shall be paid in equal parts by Borrower and finder.  The fee agreed on for services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Agreement; however, in the event that the conditions of this Agreement are not fulfilled, the Escrow Agent renders any material service not contemplated by this Agreement, there is any assignment of interest in the subject matter of this Agreement, there is any material modification hereof, any material controversy arises hereunder, or the Escrow Agent is made a party to or justifiably intervenes in any litigation pertaining to this Agreement or the subject matter hereof, the Escrow Agent shall be reasonably compensated for such extraordinary expenses, including reasonable attorneys’ fees, occasioned by any delay, controversy, litigation, or event and the same may be recoverable from the Lender and the Borrower in equal shares.

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12.

Notices.  All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent as follows:

If to Lender:

Linley Ltd.

Atten: Blackfish Services Ltd

5 Savile Row

London, W1S 3PD  

If to Borrower:

David N. Nemelka

743 West 1200 North, Suite 100

Springville, Utah 84663

If to the Escrow Agent:

Law Offices of Nathan Pinkhasov PLLC

488 Madison Ave, Suite 1100

New York, NY 10022

or to such other address as the party to whom notice is to be given may have furnished to the other parties in writing in accordance herewith.

13.

Miscellaneous Provisions.  The terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, transferees and assigns.  No party may assign or otherwise transfer its interest in this Agreement to any third party except with the prior written consent of the other parties.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and may only be modified by a subsequent writing executed by all parties.  If any term, covenant, condition or agreement of this Agreement or the application of it to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term, covenant, condition or agreement to persons or circumstances, other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition or agreement of this Agreement shall be valid and shall be enforced to the extent permitted by law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the state of New York.  The Parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of New York and the Federal courts sitting in the state of New York.  The Parties agree that all actions or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby must be litigated exclusively in any such state or Federal court that sits in New York County, New York, and the Parties hereby waive any objection which they may now or hereafter have to the laying of the venue of any such litigation in any such court.

14.

Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original instrument, but all of which collectively shall constitute one and the same agreement.

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first written above.

Lender:   Linley Ltd.

By /s/ David Rowland

Name: David Rowland

Title: Authorized Signatory

Borrower:

/s/ David N. Nemelka

David N. Nemelka

Law Offices of Nathan Pinkhasov PLLC

Escrow Agent:   By  /s/ Nathan Pinkhasov

Name: Nathan Pinkhasov

Title:

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Exhibit 3 to Schedule 13D/A

AMENDED SECURITY AGREEMENT

WHEREAS, the parties entered a note and security agreement dated May 1, 2013; and

WHEREAS, Secured Party agreed to release the original collateral in return for this Amended Agreement and the substitute collateral identified herein.

NOW, THEREFORE, the parties agree to this Amended Security Agreement as follows:

1.

Grant. On this first day of November, 2013, David N. Nemelka, an individual having his principal residence located at 2662 Stonebury Loop Road, Springville, UT 84663 (hereinafter "Debtor"), for valuable consideration, receipt whereof is acknowledged, grants to McColee Partners LLC, an Alaska limited Liability Company with its place of business at 605 N 100 E, Springville, UT 84663 (hereinafter called "Secured Party") a security interest in, and mortgages to Secured Party, the following described property and interests in property of Debtor (hereinafter called the "Collateral"):

a.

200,000 common shares in LiqTech International, Inc., as evidenced by certificate number 2051 in the name of David N Nemelka and dated September 30, 2013.

b.

297,000 common shares in LiqTech International, Inc., as evidenced by certificate number 2092 in the name of David N Nemelka and dated October 29, 2013.

c.

All After-Acquired Property and Proceeds of any of the above Collateral.

to secure payment of the following obligations of Debtor to Secured Party (all hereinafter called the "Obligations"):

(i) All obligations and liabilities of Debtor to Secured Party (including without limitation all debts, claims and indebtedness) whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and/or from time to time hereafter owing, due or payable, however evidenced, created, incurred, acquired or owing and however arising, or by oral agreement or operation of law or otherwise, including the Note dated May 1, 2013 in the face amount of $300,000, together with interest as specified in the Note.

2.

Warranties and Covenants of Debtor.  Debtor warrants and covenants that:

(a)

Except for the security interest granted hereby, Debtor is the owner of the Collateral free from any lien, security interest or encumbrance; and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein.

(b)

No Financing Statement covering any of the Collateral or any proceeds thereof is on file in any public office.  The Debtor shall immediately notify the Secured Party in writing of any change in name, address, or identity from that shown in this Agreement and shall also upon demand furnish to the Secured Party such further information and shall execute and deliver to Secured Party such financing statements and other documents in form satisfactory to Secured Party and shall do all such acts and things as Secured Party may at any time or from time to time reasonably request or as may be necessary or appropriate to establish and maintain a perfected security interest in the Collateral as security for the Obligations, subject to no adverse liens or encumbrances; and Debtor will pay the cost of filing the same or filing or recording this agreement in all public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable.  A carbon, photographic or other reproduction of this agreement is sufficient as a financing statement.

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(c)

Debtor will not sell or offer to sell, assign, pledge, lease or otherwise transfer or encumber the Collateral or any interest therein, without the prior written consent of Secured Party.

(d)

Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance, shall not waste or destroy the Collateral or any part thereof, and shall not use the Collateral in violation of any statute, ordinance or policy of insurance thereon.

Secured Party may examine and inspect the Collateral at any reasonable time or times, wherever located.

(e)

Debtor will pay promptly when due all taxes and assessments upon the Collateral or upon this Agreement or upon any note or notes evidencing the Obligations.

(f)

Creditor shall maintain possession of the Collateral.

3.

Additional Rights of Parties.  At its option, Secured Party may discharge taxes, liens or security interests or other encumbrances at any time levied or placed on the Collateral.  To the extent permitted by applicable law, Debtor agrees to reimburse Secured Party on demand for any payment made, or any expense incurred by Secured Party pursuant to the foregoing authorization.  

4.

Events of Default.  Debtor shall be in default under this agreement upon the occurrence of any of the following events or conditions, namely: (a) default in the payment or performance of any of the Obligations or of any covenants or liabilities contained or referred to herein or in any of the Obligations; (b) any warranty, representation or statement made or furnished to Secured Party by or on behalf of Debtor proving to have been false in any material respect when made or furnished; (c) loss, theft, substantial damage, destruction, sale or encumbrance to or any of the Collateral, or the making of any levy, seizure or attachment thereof or thereon; (d) dissolution, termination of existence, filing by Debtor or by any third party against Debtor of any petition under any Federal bankruptcy statute, insolvency, business failure, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, Debtor; or (e) the occurrence of an event of default in any agreement between Debtor and/or Secured Party.

5.

Remedies.  UPON DEFAULT AND AT ANY TIME THEREAFTER, SECURED PARTY MAY DECLARE ALL OBLIGATIONS SECURED HEREBY IMMEDIATELY DUE AND PAYABLE AND SHALL HAVE THE REMEDIES OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE OF UTAH, including without limitation the right to take immediate and exclusive possession of the Collateral, or any part thereof, and for that purpose may, so far as Debtor can give authority therefor, with or without judicial process, enter (if this can be done without breach of the peace), upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom; and the Secured Party shall be entitled to hold, maintain, preserve and prepare the Collateral for sale, until disposed of, or may propose to retain the Collateral subject to Debtor's right of redemption in satisfaction of the Debtor's Obligations as provided in the Uniform Commercial Code of Utah.  Secured Party without removal may render the Collateral unusable and dispose of the Collateral on the Debtor's premises.  Secured Party may require Debtor to assemble the Collateral and make it available to Secured Party for possession at a place to be designated by Secured Party which is reasonably convenient to both parties.  Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Debtor at least 5 days' notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made.  The requirements of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Debtor shown at the beginning of this agreement at least ten days before the time of the sale or disposition.  Secured Party may buy at any public sale.  The net proceeds realized upon any such disposition, after deduction for the expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorney's fees and legal expenses incurred by Secured Party, shall be applied in satisfaction of the Obligations secured hereby.  The Secured Party will account to the Debtor for any surplus realized on such disposition and the Debtor shall remain liable for any deficiency.

The remedies of the Secured Party hereunder are cumulative and the exercise of any one or more of the remedies provided for herein or under the Uniform Commercial Code of Utah shall not be construed as a waiver of any of the other remedies of the Secured Party so long as any part of the Debtor's Obligation remains unsatisfied.

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6.

General.  No waiver by Secured Party of any default shall operate as a waiver of any other default or of the same default on a future occasion.  All rights of Secured Party hereunder shall inure to the benefit of its successors and assigns; and all obligations of Debtor shall bind its successors or assigns.  This agreement shall become effective when it is signed by Debtor.  All rights of the Secured Party in, to and under this agreement and in and to the Collateral shall pass to and may be exercised by any assignee thereof.  The Debtor agrees that if the Secured Party gives notice to the Debtor of an assignment of said rights, upon such notice the liability of the Debtor to the assignee shall be immediate and absolute.  The Debtor will not set up any claim against the Secured Party as a defense, counterclaim or set-off to any action brought by any such assignee for the unpaid balance owed hereunder or for the possession of the Collateral, provided that Debtor shall not waive hereby any right of action to the extent that waiver thereof is expressly made unenforceable under applicable law.

If any provision of this agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this agreement.

Secured Party:

Debtor:

By: Keith Nellesen

By: /s/ David N. Nemelka

Its: Manager

Exhibit 4 to Schedule 13D/A

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is dated as of November 1, 2013, by and among David Nemelka, an individual (“Mr. Nemelka”), Tradeco Corp., a Utah corporation which is controlled by Mr. Nemelka (“Tradeco”), the Roth 401(k) Plan of McKinley Capital, Inc., a Utah corporation, which is controlled by Mr. Nemelka (“McKinley”, and together with Mr. Nemelka and Tradeco, the “Nemelka Entities”), Finn Helmer (“Mr. Helmer”), an individual and the current Chief Executive Officer of LiqTech International, Inc., a Nevada corporation (the “Company”) and the Company.  Mr. Helmer, the Nemelka Entities and the Company are hereinafter referred to as the “Parties” and each, a “Party”.

WITNESSETH:

WHEREAS, Mr. Nemelka currently directly owns (a) 1,582,617 shares of the common stock of the Company (“Common Stock”), (b) Warrants to purchase 293,000 shares of Common Stock at $1.50 per share and (c) Warrants to purchase 479,500 shares of Common Stock at $2.70 per share (the shares of Common Stock directly owned by Mr. Nemelka and which underlie the Warrants held by Mr. Nemelka are collectively referred to as the “Nemelka Shares”); and

WHEREAS, Mr. Nemelka may be deemed to be the beneficial owner of 30,000 shares of Common Stock owned directly by Tradeco (the “Tradeco Shares”) due to his status as the sole officer, director and stockholder of Tradeco; and

WHEREAS, Mr. Nemelka may be deemed to be the beneficial owner of 10,600 shares of Common Stock owned directly by McKinley (the “McKinley Shares”) due to his status as the sole officer, director and stockholder of McKinley and the trustee of its 401(k) Plan (the McKinley Shares together with the Nemelka Shares and the Tradeco Shares and any other Company shares which the Nemelka Entities may beneficially own after the date hereof from time to time, are referred to herein as the “Shares”); and

WHEREAS, the Parties have agreed to enter into this Agreement whereby the Nemelka Entities shall grant to Mr. Helmer, or to any substitute designee appointed by the Company in the Company’s sole discretion, other than Mr. Nemelka or any family member of Mr. Nemelka, voting rights with respect to the Shares on the terms and conditions set forth herein below.

NOW, THEREFORE, for good and valuable consideration, the adequacy and receipt of which is hereby acknowledged by the Parties, the Parties agree as follows:

Section 1.

Voting Agreement.  

1.1

During the Term (as defined in Section 2 hereof) of this Agreement, each of Mr. Nemelka, Tradeco and McKinley hereby appoints Mr. Helmer, or any substitute designee appointed by the Company in the Company’s sole discretion other than Mr. Nemelka or any family member of Mr. Nemelka (a “Qualified Designee”), as each of Mr. Nemelka, Tradeco and McKinley’s respective proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent from time to time with respect to that number of Shares beneficially owned by each of Mr. Nemelka, Tradeco and McKinley as of the record date set by the Board of Directors of the Company in connection with such vote or act (collectively, the “Voting Shares”).  

1.2

Mr. Helmer or any Qualified Designee shall vote, in accordance with Section 1.1 hereinabove, the Voting Shares in strict proportion (for, against, withheld, and/or abstain) to the votes collectively cast by all of the other voting stockholders who are present and voting. These voting provisions apply to all matters brought before the Company’s voting stockholders.

1.3

The Company shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business and with the Company’s transfer agent  The Parties shall take such further action or execute such other instruments as may be necessary at any time during the Term (as defined below) to effectuate the intent of this proxy.

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Section 2.

Term.  The term of this Agreement shall commence on date hereof and shall continue for so long as the Nemelka Entities beneficially own any Shares (the “Term”).  

Section 3.

Irrevocable Proxy.  By entering into this Agreement, each of Mr. Nemelka, Tradeco and McKinley hereby grants an irrevocable proxy appointing Mr. Helmer, or any Qualified Designee, as his or its attorney-in-fact and proxy, with full power of substitution, for and in Mr. Helmer’s or any Qualified Designee’s name to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1 above as Mr. Helmer or any Qualified Designee shall, in Mr. Helmer’s or any Qualified Designee’s sole discretion, deem proper with respect to the Voting Shares.  The irrevocable proxies granted hereunder shall automatically terminate with respect to any Shares, including the Voting Shares, that are sold or transferred to any person other than the Nemelka Entities or a family member of Mr. Nemelka.

Section 4.

Covenants.  Each of Mr. Nemelka, Tradeco and McKinley covenants that during the Term, he or it shall not enter into any other voting or other agreement or grant any proxy or power of attorney regarding the Voting Shares which is inconsistent with the provisions of this Agreement. Notwithstanding the foregoing, for the avoidance of any doubt, Mr. Nemelka shall be entitled to exercise the Warrants and each of Mr. Nemelka, Tradeco and McKinley shall be permitted to sell and/or pledge as collateral all or a portion of the Shares, including the Voting Shares, at any time during the term of this Agreement.

Section 5.

Representations and Warranties of the Nemelka Entities.  

Each of Mr. Nemelka, Tradeco and McKinley hereby represents and warrants to Mr. Helmer and the Company that:

5.1

Due Authorization.  He or it has the requisite capacity, power and authority to enter into this Agreement and to perform his or its obligations contemplated by this Agreement.  The execution and delivery of this Agreement by him or it and the consummation by him or it of the transactions contemplated by this Agreement have been duly authorized by all necessary action.  This Agreement has been duly executed and delivered by him or it and constitutes a valid and binding obligation of him or it, enforceable against him or it in accordance with its terms.

5.2

Ownership of Shares.  Mr. Nemelka, Tradeco and McKinley are the beneficial owners of the Nemelka Shares, the Tradeco Shares and the McKinley Shares, respectively, and each has the power to direct the voting of their respective Shares including, but not limited to, their respective Voting Shares, free and clear of any limitation or restriction on the right to vote their respective Shares, including, but not limited to, the Voting Shares.  None of the Voting Shares are subject to any voting trust or other agreement or arrangement with respect to the voting of such Voting Shares except such rights as may accrue to the holder of a security interest in such Voting Shares upon a default by one or more of the Nemelka Entities under the loan or loans giving rise to such security interest.  As of the date hereof, the Nemelka Shares, the Tradeco Shares and the McKinley Shares are the only shares beneficially owned by Mr. Nemelka, Tradeco and McKinley in the Company, respectively and the Nemelka Entities hold no additional options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and have no other interest in or voting rights with respect to any securities of Company.

Section 6.

Representations and Warranties of Mr. Helmer and the Company.  

6.1

Due Authorization of Mr. Helmer.  Mr. Helmer has the requisite capacity, power and authority to enter into this Agreement and to perform his obligations contemplated by this Agreement.  The execution and delivery of this Agreement by him and the consummation by him of the transactions contemplated by this Agreement have been duly authorized by all necessary action.  This Agreement has been duly executed and delivered by him and constitutes a valid and binding obligation of him, enforceable against him in accordance with its terms.

6.2

Corporate Authorization of the Company.  The execution, delivery and performance by the Company of this Agreement are within the corporate powers of the Company and have been duly authorized by all necessary corporate action.  This Agreement constitutes a valid and binding agreement of the Company.

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Section 7.

Miscellaneous.  

7.1

Further Assurances.  The Parties will each use its best efforts to execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement.

7.2

Amendments.  Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party or in the case of a waiver, by the Party against whom the waiver is to be effective.

7.3

Survival; Termination.  All representations, warranties, covenants and agreements made by the Parties hereto shall survive during the Term, after which this Agreement shall be of no further force or effect, except that each Party shall remain liable with respect to breaches of this Agreement occurring during the Term.  

7.4

Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided that Mr. Nemelka, Tradeco, McKinley and Mr. Helmer may not assign, delegate or otherwise transfer any of their rights or obligations under this Agreement without the prior written consent of the Company.

7.5

Governing Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada, applicable to contracts entered into and fully performable within such State.

7.6

Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party shall have received counterparts hereof signed by the other Party hereto.

7.7

Severability.  If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

7.8

Specific Performance.  The Parties hereto agree that the Company would suffer irreparable damage in the event any provision of this Agreement is not performed by Mr. Nemelka, Tradeco, McKinley or Mr. Helmer in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof in addition to any other remedy to which it is entitled at law or in equity.

7.9

Beneficial Ownership.  For purposes of this Agreement, “beneficial ownership” shall be determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

7.10

Notices.  All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally or sent by an international overnight courier (providing proof of delivery) to the Parties at the respective addresses set forth on the signature page(s) hereto.

7.11

Opportunity to Hire Counsel; Role of K&L Gates LLP.  Each of Mr. Nemelka, Tradeco, McKinley and Mr. Helmer acknowledges that he or it has been advised and has been given an opportunity to hire counsel with respect to this Agreement and the transactions contemplated hereby, and each further acknowledges that the law firm of K&L Gates LLP has solely represented the Company in connection with this Agreement and the transactions contemplated hereby and no other person.

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IN WITNESS WHEREOF, the Parties hereto have caused this Voting Agreement to be duly executed as of the day and year first above written.

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