8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 20, 2014

STW RESOURCES HOLDING CORP.

(Exact name of registrant as specified in its charter)

Nevada	000-52654	20-3678799
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

3434 South County Road 1192 Midland, Texas 79706	79706
Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:(432) 686-7777

(Former name or former address, if changed since last report)

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

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

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

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

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

Section 1 – Registrant's Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

Financing Arrangements

Line of Credit

On March 19, 2014, we entered into a Line of Credit Agreement (the "Credit Agreement") with Black Pearl Energy, LLC ("Black Pearl"), an entity controlled by Stan Weiner and Lee Maddox, the Company’s Chief Executive Officer and Chief Operating Officer, respectively, and one of our directors: Grant Seabolt.  Pursuant to the Credit Agreement, Black Pearl issued us a $2,000,000 line of credit, approximately $1,010,000 of which has already been advanced to us; the credit was issued in the form of a promissory note (the "Note").  We must pay back all advanced funds on or before August 1, 2014, although such date will be extended to September 30, 2014 if we do not receive gross proceeds of no less than $6,000,000 resulting from either or both of: (a) the consummation of one or more private placements of debt or equity securities, not including the funds received pursuant to the Credit Agreement; or (b) the filing of a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”) for an initial public offering of our securities.  Interest accrues at 11% per annum.  To further induce Black Pearl to issue us the line of credit, we agreed to issue them 1,000,000 restricted shares of our common stock (after which, Black Pearl will own 1,500,000 (1%) of our common stock) and a $25,000 transaction fee to be paid on the final closing date of the credit line.

Upon an event of default, which includes nonpayment of any funds owed or bankruptcy, Black Pearl may cease making further advances to us until such default is cured; if the default is not cured, all of Black Pearl's obligations under the Agreement and the Note shall cease and terminate, and Black Pearl may: (i) declare the outstanding principal evidenced by the Note immediately due and payable; (ii) exercise any remedy provided for in the Credit Agreement; or (iii) (iv) exercise any other right or remedy available to it pursuant to the Credit Agreement or Note, or as provided at law or in equity.  Interest on the advanced funds shall increase to 18% until the default is cured.

Factoring Agreement

On January 13, 2014, we entered into an accounts receivable factoring facility (the “Factoring Facility”) with Crown Financial, LLC ("Crown"), pursuant to an Account Purchase Agreement (the “Factoring Agreement”).  The Factoring Agreement is secured through a Security Agreement between the Company, two of our subsidiaries: STW Pipeline Maintenance & Construction, LLC and STW Oilfied Construction, LLC (collectively, the "Subsidiaries") and Crown,  by all of the instruments, accounts, contracts and rights to the payment of money, all general intangibles and all equipment of the Company and the Subsidiaries.  The Factoring Facility includes a loan in the amount of $4,000,000.  Our Chief Operating Officer, Lee Maddox also personally guaranteed our full and prompt performance of all of our obligations, representations, warranties and covenants under the Factoring Agreement, pursuant to a Guaranty Agreement for and in consideration of Crown issuing us the Factoring Facility.

The Factoring Facility shall continue until terminated by either party upon 30 days written notice.  Under the terms of the Factoring Agreement, Crown may, at its sole discretion, purchase certain of the Company’s eligible accounts receivable. Upon any acquisition of an account receivable, Crown will advance to the Company up to 80% of the face amount of the account receivable (the "Purchase Price"); although Crown maintains the right to propose a change in that rate, which we can accept in writing, orally or by accepting funding based on such changed rate.  Additionally, based upon when each invoice gets paid, Crown shall pay us a rebate percentage of between 0-18% of the related invoice.  Crown will generally have full recourse against us in the event of nonpayment of any such purchased account.  Crown has the discretion to also accept a substitute invoice from us for uncollected invoices; if such substitute invoice is not accepted, we will be obligated to pay Crown the Purchase Price of such uncollected invoice plus interest at the maximum lawful interest rate per annum, minus any payments made on the invoice.

The Factoring Agreement contains covenants that are customary for agreements of this type and appoints Crown as attorney in fact for various activities associated with the purchased accounts receivable, including opening our mail, endorsing its name on related notes and payments, and filing liens against related third parties. The failure to satisfy covenants under the Factoring Agreement or the occurrence of other specified events that constitute an event of default could result in the acceleration of our repayment obligations or Crown enforcing its rights under the Security Agreement and taking possession of the collateral. The Factoring Agreement contains provisions relating to events of default that are customary for agreements of this type.

Section 3 - Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities

To the extent required by Item 3.02 of Form 8-K, the information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

As part of the Company's efforts to free up critical capital necessary to carry out its business plans and increase shareholder value, the Company has been working hard to consolidate its debt and stream line its capitalization.  To that end, the Company has received consent from certain of its outstanding note holders to receive accrued interest in shares of the Company's common stock (the "PIK Shares"), rather than in cash as required by related note agreement.  Upon consent, the PIK Shares are being issued at the rate of $0.08 per share.  As of the date of this Report, we have already issued a total of 386,250 PIK Shares to those note holders who have consented to receiving same; we continue to reach out to any remaining note holders to also receive accrued interest in shares of the Company's common stock.

Additionally, as of the date of this Report, we have paid down approximately $100,000 in other convertible debt; converted approximately $376,000 in debt; and, paid down our accounts payable by almost $100,000.

The information contained in this Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy the Company's common stock or any other securities of the company, but merely included to disclose the terms of the transaction mentioned herein.

Section 9 - Financial Statements and Exhibits

Item 9.01  Exhibits

Exhibit No.	Description
10.1	Form of Account Purchase Agreement between the Company and Crown Financial, LLC
10.2	Form of Security Agreement between the Company, STW Pipeline Maintenance & Construction, LLC, STW Oilfield Construction, LLC and Crown Financial, LLC
10.3	Form of Guaranty Agreement
10.5	Form of Line of Credit Agreement between the Company and Black Pearl Energy, LLC
10.6	Form of Note

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 21, 2014	STW Resources Holding Corp.
	By:	/s/ Stanley Weiner
		Stanley Weiner, CEO

EX-10.1

Exhibit 10.1

Client #:  ___________

ACCOUNT PURCHASE AGREEMENT

January 13, 2014

1.   Parties:  The parties to this Agreement are as follows:

a.Crown Financial, LLC (“Buyer”); and

b.STW RESOURCES HOLDING CORP. (“Seller”)

The parties agree as follows:

2.   Definitions: the following terms are defined for purposes of this Agreement:

a.“Accounts” shall mean all amounts due to Seller pursuant to Approved Invoices.

b.“Advance Rate Percentage” shall mean 80 %, unless otherwise changed on the Funding Report as provide in Section 3.

c.“Approved Invoices” shall mean invoices approved by Buyer for purchase in a Funding Report prepared by Buyer pursuant to this Agreement.

d.“Funding Report” shall mean the Funding Report prepared by Buyer in accord with Section 3 of this Agreement.

e.“Customer” shall mean Seller’s customer with respect to the applicable invoice.

f.“Invoice Amount” shall mean the net amount due to Seller as reflected in the applicable invoice.

g.“Purchase Date” shall mean the date on which Buyer advances funds with respect to the applicable Approved Invoice.

h.“Purchase Price” shall have the meaning set forth in Section 5.

i.“Rebate Amount” shall have the meaning set forth in Section 6.

j. “Repurchase Obligation” shall have the meaning set forth in Section 7.

k."Security Agreement shall have the meaning set forth in Section 8.

l.“Uncollected Invoice” shall have the meaning set forth in Section 7.

m.“STW Companies” shall mean Seller, STW Pipeline Maintenance & Construction, LLC, a Texas limited liability company, and STW Oilfield Construction, LLC, a Texas limited liability company.

3.   Account Approval Process:

a.Seller shall submit invoices to Buyer for Buyer’s review and approval by Buyer in its sole discretion.  Seller shall submit original invoices to Buyer for approval along with proof satisfactory to Buyer that the goods or services charged for in the invoice have been received by Seller’s Customer without complaint.   By making each submission, Seller reconfirms the representations and warranties set

forth in Section 10 with respect to the submitted invoice.

b.Before approving any invoice or any time thereafter, Buyer shall have the right to conduct such investigations of the Seller’s Customer and the transaction giving rise to the invoice as Buyer deems appropriate.  Buyer shall have the right periodically to verify that the Seller’s Customer is satisfied with the goods or services furnished by Seller in connection therewith and to conduct credit searches on the Seller’s Customer.  Any investigations or other information obtained by Buyer with respect to the Seller’s Customer is for the sole benefit of Buyer.

c.Before or after approving any invoice for purchase, Buyer shall have the right to require acknowledgement from Seller’s Customer of the sale of the invoice and direct that all payments made on the invoice be made directly to Buyer.

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d.Buyer is not obligated to approve any invoices for purchase, but invoices that Buyer approves for purchase shall be governed by this Agreement.  To the extent that Buyer approves invoices, Buyer shall prepare a Funding Report indentifying with respect to each invoice approved for purchase, the Seller’s Customer, the Seller’s Invoice Number, the Advance Rate Percentage and the Purchase Amount.  Buyer may indicate in the Funding Report that its approval of any invoice is subject to Seller’s consent to accepting a different Advance Rate Percentage or Rebate Amount other than that specified in Sections 5 and 6 of this Agreement.   Seller may indicate its consent to changes in the Advance Rate Percentage or Rebate Amount in writing, orally, electronically or by accepting the funding by Buyer.

4.   Account Purchase:  Seller sells and transfers the Accounts to Buyer.

5.    Purchase Price:  With respect to each Approved Invoice, Buyer shall pay to Seller a “Purchase Price” equal to the Advance Rate Percentage Applied to the Invoice Amount.

6.   Account Collection and Rebate:  Buyer shall have the exclusive right to collect the Accounts from Seller’s Customer.  With respect to each Approved Invoice, Buyer shall pay a Rebate Amount determined by the schedule set forth below.

a.18.00% of the Invoice Amount if Crown collects the full Invoice Amount within 30 days of the Purchase Date.

b.17.00 % of the Invoice Amount if Crown collects the full Invoice Amount between 31 and 45 days of the Purchase Date.

c.16.00 % of the Invoice Amount if Crown collects the full Invoice Amount between 46 and 60 days of the Purchase Date.

d.15.00 % of the Invoice Amount if Crown collects the full Invoice Amount between 61 and 75 days of the Purchase Date

e.14.00 % of the Invoice Amount if Crown collects the full Invoice Amount between 76 and 90 days of the Purchase Date

f.13.00 % of the Invoice Amount if Crown collects the full Invoice Amount between 91 and 105 days after the Purchase Date

g.12.00 % of the Invoice Amount if Crown collects the full Invoice Amount between 106 and 120 days after the Purchase Date

h.00.00 % of the Invoice Amount if Crown collects the full Invoice Amount between 91 and 105 days after the Purchase Date.

Initials________

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Crown shall pay the Rebate Amount to the Seller within one business day of collecting the full amount of the invoice.

7.   Recourse Nature of Sale and Repurchase Obligation:

a.In the event that Crown does not collect the full Invoice Amount of an Approved Invoice from Seller’s Customer within 90 days from the Purchase Date, Seller shall be obligated to repurchase that invoice (an “Uncollected Invoice”) from Crown.  Crown may in its sole discretion waive its claim against Seller for repurchase of an Uncollected Invoice by approving in writing a substitute invoice submitted by Seller.

b.In the absence of Crown approving in writing a substitute invoice submitted by Seller, Seller shall be obligated to pay Crown for repurchase of an Uncollected Invoice an amount equal to the "Repurchase Obligation", calculated as the Purchase Price paid by Crown for the Uncollected Invoice, plus interest at the maximum lawful interest rate per annum from the Purchase Date less the amounts of any payments received by Crown on the Uncollected Invoice.

c.With respect to an Uncollected Invoice, Crown may concurrently seek to recover both the Repurchase Obligation from the Seller and the Invoice Amount from Seller's Customer, provided that Crown shall rebate to Seller an amount equal to:

i.the total amount actually collected by Crown from Seller less attorneys fees and expenses incurred by Crown in collecting from Seller, plus

ii.the total amount actually collected by Crown from Seller's Customer less attorneys fees and expenses incurred by Crown in collecting from Seller's Customer, minus

iii.the Invoice Amount with respect to the Uncollected Invoice.

d.Crown may determine in its sole discretion to collect concurrently from Seller and Seller's Customer in separate actions.

8.    Security Agreement for Repurchase Obligation.  Contemporaneous with the execution of this Agreement, STW Companies are entering into a security agreement (“Security Agreement”) with Buyer, whereby STW Companies are granting to Buyer a first Lien and security interest in various collateral.   Any default by any of STW Companies under the Security Agreement shall additionally constitute a default by Seller under this Agreement.

9.   Right to Settle Accounts.   Buyer may, in its good faith discretion, settle or compromise any Uncollected Invoice.  Buyer may exercise this discretion with respect to any reason that an Approved Invoice becomes an Uncollected Invoice including, without limitation, invoicing error, dissatisfaction with the goods and/or services rendered by Seller or the inability or difficulty of the Customer to pay the full amount of the Approved Invoice.

10.   Representations and Warranties of Seller:  As an inducement for Buyer to enter into this Agreement, and with knowledge that the truth and accuracy of such representations and warranties are being relied upon by Buyer (notwithstanding any investigation by Buyer), Seller represents and warrants to Buyer that:

a.Seller is the sole owner and beneficiary of the Accounts and has not previously assigned, transferred or encumbered the Accounts or any interest therein, in whole or in part.

b.Seller has the full power and authority to sell the Accounts to Buyer and has duly authorized its sale to Buyer in accordance with this Agreement.

c.The Seller was duly organized or incorporated pursuant to the laws of the state indicated in the signature block of this agreement with the organization number indicated as well.

d.With respect to each invoice submitted or that Seller later submits to Buyer under this Agreement:

i.The invoice is the result of a bona fide sale and delivery of goods or performance of services rendered by Seller to Seller’s Customer in a commercial enterprise and not merely a purchase order

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ii.All goods, services or other consideration to be provided by Seller in connection with the Invoice have in fact been provided by Seller to Seller’s Customer;

iii.Seller’s Customer has made no complaint or claim of deficiency with respect to the goods, services or other consideration provided by Seller in connection with the invoice;

iv.Seller has not collected any portion of the invoice;

v.The full amount of the Invoice is presently due and owing to Seller;

vi.The payment of the invoice by Seller’s Customer is not contingent upon fulfillment of any other obligation at any time; and

vii.There are no setoffs, deductions, disputes, contingencies or counterclaims against Seller of any kind whatsoever which could affect payment of the invoice.

viii.To the best of Seller’s knowledge, Seller’s customer will be able to pay the invoice no later than 90 days after its due date and Seller has no reason to believe that Seller’s customer will dispute the invoice or fail to pay the invoice for any reason whatsoever.

e.To the best of Seller’s knowledge, all financial information concerning Seller or Customer delivered by Seller to Buyer in connection with this Agreement or the purchase and sale of the Accounts are true, accurate and complete in all material respects.

f.Seller will not modify the terms of the Accounts with Seller’s Customer unless Buyer gives its prior written consent.

g.To the best of Seller’s knowledge, Seller has all requisite licenses, patents and trademarks to allow it to lawfully complete the transaction made the subject of each Invoice.

11.    Covenants of Seller:  Seller hereby covenants and agrees with Buyer as follows:

a.Should Seller receive payment of all or any portion of an Approved Invoice, Seller shall promptly notify Buyer and shall hold all checks and other payments in trust for Buyer and deliver to Buyer such checks and other payments within two  business days of receipt.

b.Seller shall deliver to Buyer upon request such resolutions or certificates as Buyer may reasonably request from time to time to evidence Seller’s power and authority to act under this Agreement.

c.Seller shall not change its corporate structure, existence or name without the prior written consent of Buyer, which consent shall not be unreasonably withheld.

d.Seller shall promptly notify Buyer of any change of address of Seller.

e.Seller shall not sell, transfer, pledge, encumber or grant a security interest in any of the Accounts than to Buyer.

f.Seller shall promptly notify Buyer of any complaint from or disagreement or dispute with Seller’s Customer within three business days after Seller learns of such complaint, disagreement or dispute.

12.   Remedies.  In the event of a breach by Seller of any of its representations, warranties and covenants set forth in this Agreement, or in the event Seller otherwise defaults on its obligations hereunder, Buyer may exercise any one or more of the following remedies, to the maximum extent allowed by law:

a.Require Seller to re-purchase the Account pursuant to Section 7 of this Agreement;

b.Enforce Buyer’s rights and remedies under the Security Agreement.

c.If same can be accomplished peaceably, enter Seller’s business premises and take possession of all books and records relating to the Accounts.

d.Exercise any other rights or remedies available pursuant to this Agreement,  at law or in equity.

13.   Termination.  This Agreement shall continue in full force and effect until terminated by either party upon 30 days written notice to the other.  No termination shall relieve either party of any rights or obligations accrued as of the date of termination.

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14.   Attorney- in- Fact.  Seller hereby irrevocably appoints Buyer, or any person designated by Buyer, its true and lawful special attorney-in-fact and agent, with power to do the following:

a.Receive, open and dispose of all mail addressed to Seller.

b.Endorse the name of Seller on any notes, acceptances, checks, drafts, money orders or other remittances for payment of the Accounts.

c.Endorse the name of Seller on any invoice, freight, or express bill or bill of lading, storage receipt, warehouse receipt or other instrument or document in respect to any Account.

d.Sign the name of Seller to drafts against Seller, assignments or verifications of Accounts and notices to Customer.

e.Send notices and file liens against third parties to the same extent that Seller could do so.

f.Do all other acts and things necessary to carry out the intent of this Agreement.

15.Miscellaneous:

a.Account Purchase Agreement: This is an account purchase agreement pursuant to the Texas Finance Code.

b.No Assumption.  Buyer does not, by this Agreement or otherwise, assume any obligation of Seller under any Approved Invoice or other invoice.

c.Financing Statement: Seller authorizes Buyer to file a financing statement to record this transaction.

d.Governing Law.  The substantive law, without regard to choice of law rules, of the State of Texas shall govern the interpretation and enforcement of this Agreement and the documents executed pursuant to it.

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

f.Electronic Means: The Parties agree to conduct this transaction by electronic means pursuant to the provisions of Uniform Electronic Transactions Act.

g.Entire Agreement.  This Agreement, any Exhibits attached hereto and any documents executed pursuant to this Agreement, constitute the entire agreement among the parties pertaining to the subject matter hereof and are the final, complete and exclusive expression of the terms and conditions thereof.  All prior or contemporaneous agreements, representations, negotiations and understandings of the parties hereto, oral or written, express or implied, are hereby superseded and merged herein.

h.Modification.  No amendment or addition to, or modification of any provision contained in this Agreement shall be effective unless fully set forth in writing signed by all of the parties.

i.Additional Documents.  Each of the parties hereto agrees on behalf of itself and its permitted successors and assigns, that it will, without further consideration, execute, acknowledge and deliver such other documents and instruments and take such other actions as may be necessary or convenient to carry out the purposes of this Agreement.

j.Successors and Assigns.  Buyer may assign it rights and obligations under this Agreement without the consent of Seller.  No assignment by Seller of its rights or obligations under this Agreement shall be effective without the express written consent of Buyer.

k.Due Authority. Each Signatory for each respective party hereunder hereby represents and warrants that he, acting with any other signatory for such party, has all the authority necessary to execute this Agreement on behalf of such party.

l.No Partnership or Joint Venture.  Nothing contained herein shall be deemed to cause Buyer to be considered partners or joint venturers with any of Seller or any owner, officer, employee or agent of Seller.

m.Waivers. All waivers hereunder shall be in writing.  No waiver by either party hereto of any breach or anticipated breach of any provision of this Agreement by any other party shall be deemed a waiver of any other contemporaneous, preceding or succeeding breach or anticipated breach, whether or not similar, on the part of the same or any other party.

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n.Severability.  If any provision of this Agreement shall be unenforceable or inoperable as a matter of law, the remaining provisions of this Agreement shall remain in full force and effect.

o.Time of Essence.  Time is of the essence of this Agreement with respect to each and every provision of this Agreement in which time is a factor.  There shall be no grace period in connection with this Agreement.

p.Representation by Counsel.  Each of the parties hereto has had adequate opportunity to obtain representation by legal counsel in connection with the transactions contemplated by this Agreement and to the extent so desired each party has consulted with such counsel.

q.Survival of Agreements and Representations.  The respective indemnities, agreements, representations, warranties and other statements of Seller as set forth in this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of Buyer.

CROWN FINANCIAL, LLC  ("BUYER")

By: ______________________________

Name:  Chad Tribe

Title:    Manager

STW RESOURCES HOLDING CORP (“SELLER”)

an organization organized under the laws of NEVADA

By:_______________________________

Name:  Lee Maddox

Title:    __________

Date:    ____________________________

EX-10.2

Exhibit 10.2

Security Agreement

STW RESOURCES HOLDING CORP., a Nevada corporation, STW PIPELINE MAINTENANCE & CONSTRUCTION, LLC, a Texas limited liability company, and STW OILFIELD CONSTRUCTION, LLC, a Texas limited liability company (collectively, the "Debtor"), and Crown Financial, LLC (the "Secured Party") agree as set out below.

1.           Definitions.

a.           All capitalized terms used in this Agreement shall have the meaning set forth in the Account Purchase Agreement unless otherwise expressly provided in this Agreement.

b.             All terms defined in the Uniform Commercial Code shall have the same meaning in this Agreement unless expressly provided otherwise.

c.           “Account Purchase Agreement” means the account purchase agreement between STW Resources Holding Corp., and Secured Party dated on or around the same effective day as this Agreement (as amended and in effect from time to time.

d.           “Collateral” has the meaning set forth in Section 2.

e.           "Default" means the failure of the Debtor to pay or perform any of the Obligations as and when due to be paid or performed under the terms of the Account Purchase Agreement or this Agreement.

f.           “Obligations" means all of the indebtedness, obligations and liabilities of the Debtor to the Secured Party, individually or collectively, whether direct or indirect, joint or several, absolute or contingent, due or to become due, now existing or hereafter arising under or in respect of the Account Purchase Agreement or this Agreement.

2.           Grant of Security Interest. To secure the payment and performance in full of all of the Obligations, Debtor grants to the Secured Party a security interest in the following property, assets and rights of the Debtor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called the "Collateral"): all instruments (including promissory notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, any other contract rights or rights to the payment of money, insurance claims and proceeds, all general intangibles (including all payment intangibles), and all equipment. The Secured Party acknowledges that the attachment of its security interest in any additional commercial tort claim as original collateral is subject to the Debtor's compliance with Section 4.1.

3.           Authorization to File Financing Statements. The Debtor irrevocably authorizes the Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto with respect to the Collateral.

4.           Other Actions. To further the attachment, perfection and first priority of, and the ability of the Secured Party to enforce, the Secured Party's security interest in the Collateral, and without limitation on the Debtor's other obligations in this Agreement, the Debtor agrees, in each case at the Debtor's expense, to take the following actions with respect to the following Collateral:

4.1           Commercial Tort Claims. If the Debtor shall at any time hold or acquire a commercial tort claim, the Debtor shall immediately notify the Secured Party in a writing signed by the Debtor of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured Party.

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4.2           Other Actions as to Any and All Collateral. The Debtor further agrees, at the request and option of the Secured Party, to take any and all other actions the Secured Party may determine to be necessary or useful for the attachment, perfection and first priority of, and the ability of the Secured Party to enforce, the Secured Party's security interest in any and all of the Collateral, including, without limitation, (a) causing the Secured Party's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party's security interest in such Collateral, (b) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party's security interest in such Collateral, (c) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to Secured Party, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (d) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Secured Party and (e) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Secured Party to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

5.           Representations and Warranties Concerning Collateral, etc. The Debtor further represents and warrants to the Secured Party as follows: (a) the Debtor is the owner of (or has other rights in or power to transfer) the Collateral, free from any right or claim or any person or any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement and other than the liens permitted by the Account Purchase Agreement, (b) none of the Collateral constitutes, or is the proceeds of, "farm products" as defined in Section 9-102(a)(34) of the Uniform Commercial Code of the State, and (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral.

6.           Covenants Concerning Collateral, etc. The Debtor further covenants with the Secured Party as follows: (a) except for the security interest herein granted, the Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person, lien, security interest or other encumbrance, and the Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (b) the Debtor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or encumbrance in the Collateral in favor of any person, other than the Secured Party, (c) the Debtor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the ownership of such Collateral or incurred in connection with this Agreement,  and (d) the Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein.

7.           Securities and Deposits.   The Secured Party may at any time following and during the continuance of a Default, at its option, transfer to itself or any nominee any securities constituting Collateral, receive any income thereon and hold such income as additional Collateral or apply it to the Obligations. Whether or not any Obligations are due, the Secured Party may following and during the continuance of a Default demand, sue for, collect, or make any settlement or compromise which it deems desirable with respect to the Collateral. Regardless of the adequacy of Collateral or any other security for the Obligations, any deposits or other sums at any time credited by or due from the Secured Party to the Debtor may at any time be applied to or set off against any of the Obligations.

8.           Power of Attorney.

8.1.           Appointment and Powers of Secured Party. The Debtor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Debtor or in the Secured Party's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, without notice to or assent by the Debtor, to do the following:

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(a)           upon the occurrence and during the continuance of a Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Debtor's expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Debtor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation of assets of the issuer of any such securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and

(b)           to the extent that the Debtor's authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Debtor's name such financing statements and amendments thereto and continuation statements which may require the Debtor's signature.

8.2.           Ratification by Debtor. To the extent permitted by law, the Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable.

8.3.           No Duty on Secured Party. The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Debtor for any act or failure to act, except for the Secured Party's own gross negligence or willful misconduct.

9.           Rights and Remedies. If any Default shall have occurred and be continuing, the Secured Party, without any other notice to or demand upon the Debtor have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code of the State and any additional rights and remedies which may be provided to a secured party in any jurisdiction in which Collateral is located, including, without limitation, the right to take possession of the Collateral, and for that purpose the Secured Party may, so far as the Debtor can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom. The Secured Party may in its discretion require the Debtor to assemble all or any part of the Collateral at such location or locations within the jurisdiction(s) of the Debtor's principal office(s) or at such other locations as the Secured Party may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party shall give to the Debtor at least five Business Days prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. The Debtor hereby acknowledges that five Business Days prior written notice of such sale or sales shall be reasonable notice. In addition, the Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Secured Party's rights and remedies hereunder, including, without limitation, its right following a Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

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10.           Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as the Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure the Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. The Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party's duties under the Uniform Commercial Code or other law of the State or any other relevant jurisdiction in the Secured Party's exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to the Debtor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

11.           No Waiver by Secured Party, etc. The Secured Party shall not be deemed to have waived any of its rights or remedies in respect of the Obligations or the Collateral unless such waiver shall be in writing and signed by the Secured Party. No delay or omission on the part of the Secured Party in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All rights and remedies of the Secured Party with respect to the Obligations or the Collateral, whether evidenced hereby or by any other instrument or papers, shall be cumulative and may be exercised singularly, alternatively, successively or concurrently at such time or at such times as the Secured Party deems expedient.

12.           Suretyship Waivers by Debtor. The Debtor waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect to both the Obligations and the Collateral, the Debtor assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Secured Party may deem advisable. The Secured Party shall have no duty as to the collection or protection of the Collateral or any income therefrom, the preservation of rights against prior parties, or the preservation of any rights pertaining thereto beyond the safe custody thereof. The Debtor further waives any and all other suretyship defenses.

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13.           Marshalling. The Secured Party shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, the Debtor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Secured Party's rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Debtor hereby irrevocably waives the benefits of all such laws.

14.           Proceeds of Dispositions; Expenses. The Debtor shall pay to the Secured Party on demand any and all expenses, including reasonable attorneys' fees and disbursements, incurred or paid by the Secured Party in protecting, preserving or enforcing the Secured Party's rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition of the Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as is provided in the Account Purchase Agreement, proper allowance and provision being made for any Obligations not then due. Upon the final payment and satisfaction in full of all of the Obligations and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State, any excess shall be returned to the Debtor. In the absence of final payment and satisfaction in full of all of the Obligations, the Debtor shall remain liable for any deficiency.

15.           Overdue Amounts. Until paid, all amounts due and payable by the Debtor hereunder shall be a debt secured by the Collateral and shall bear, whether before or after judgment, interest at the rate set forth in the Account Purchase Agreement.

16.           Governing Law; Consent to Jurisdiction. THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. The Debtor agrees that any action or claim arising out of, or any dispute in connection with, this Agreement or the Account Purchase Agreement, any rights, remedies, obligations, or duties hereunder or under the Account Purchase Agreement, or the performance or enforcement hereof or thereof, may be brought in the courts of the State or any federal court sitting therein and consents to the non-exclusive jurisdiction of such court and to service of process in any such suit being made upon the Debtor by mail at the address specified in the Account Purchase Agreement. The Debtor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.

17.           Waiver of Jury Trial. THE DEBTOR WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT OR THE ACCOUNT PURCHASE AGREEMENT, ANY RIGHTS, REMEDIES, OBLIGATIONS, OR DUTIES HEREUNDER OR UNDER THE ACCOUNT PURCHASE AGREEMENT, OR THE PERFORMANCE OR ENFORCEMENT HEREOF OR UNDER THE ACCOUNT PURCHASE AGREEMENT. Except as prohibited by law, the Debtor waives any right which it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Debtor (i) certifies that neither the Secured Party nor any representative, agent or attorney of the Secured Party has represented, expressly or otherwise, that the Secured Party would not, in the event of litigation, seek to enforce the foregoing waivers or other waivers contained in this Agreement, and (ii) acknowledges that, in entering into the Account Purchase Agreement, the Secured Party is relying upon, among other things, the waivers and certifications contained in this Section.

18.           Miscellaneous. The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof. This Agreement and all rights and obligations hereunder shall be binding upon the Debtor and its respective successors and assigns, and shall inure to the benefit of the Secured Party and its successors and assigns.   If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein. The Debtor acknowledges receipt of a copy of this Agreement.

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IN WITNESS WHEREOF, intending to be legally bound, the Debtor has caused this Agreement to be duly executed as of the date set out below.

DEBTOR:

STW RESOURCES HOLDING CORP.

an organization organized under the laws of NEVADA

By:_______________________________

Name:  Lee Maddox

Title:    __________

Date:    ____________________________

STW PIPELINE MAINTENANCE & CONSTRUCTION, LLC,

a Texas limited liability company'

By:          STW RESOURCES HOLDING CORP.,

a Nevada corporation, its Managing Member

By:_______________________________

Name:  Lee Maddox

Title:    __________

Date:    ____________________________

STW OILFIELD CONSTRUCTION, LLC,

a Texas limited liability company'

By:          STW RESOURCES HOLDING CORP.,

a Nevada corporation, its Managing Member

By:_______________________________

Name:  Lee Maddox

Title:    __________

Date:    ____________________________

SECURED PARTY:

Accepted:              Crown Financial, LLC

_______________________

By: Chad Tribe

Its: Manager

Dated: January 10, 2014

EX-10.3

Exhibit 10.3

GUARANTY AGREEMENT

1.The undersigned (whether one or more than one, “Guarantor”) for and in consideration of Crown Financial, LLC (“Buyer”) entering into that certain Account Purchase Agreement (the “Agreement”) of even date herewith between Buyer and STW RESOURCES HOLDING CORP.(“Seller”) absolutely and unconditionally, guarantee to Buyer the prompt and full performance by Seller of the obligations (including the re-purchase obligation), representations, warranties and covenants (“Obligations”) of Seller to Buyer under or relating to the Agreement.

2.This is a continuing guaranty and shall not be wholly or partially satisfied or extinguished by payment of all amounts due as of any specified date, but shall continue in full force and effect as to all Obligations created, incurred or arising prior to the time notice of termination is given by the Guarantor to Buyer under the provisions of paragraph 3.

3.Guarantor, may give written notice to Buyer that the Guarantor will not be liable hereunder for any Obligations created, incurred or arising on accounts receivable acquired by Buyer more than sixty days after the effective date of such notice as provided below.  Notice will be effective as to the Guarantor who gives such notice from and after (but not before) such time as the written notice is actually delivered to, received by and receipted for in writing by Buyer; provided however, such notice shall not in any way limit the liability of the Guarantor giving such notice with respect to Obligations created, incurred or arising prior to the effective date of such notice, or in respect to interest or costs of collection thereafter accruing on or with respect to such Obligations or with respect to attorneys’ fees thereafter becoming payable hereunder with respect to such Obligations.

4.In the event of death of any Guarantor, the Obligations of the deceased Guarantor shall continue in full force and effect as to all indebtedness that shall have been created or incurred by Seller or which may thereafter be incurred for which Buyer has, prior to Guarantor’s death, legally committed to lend to Seller prior to the time when Buyer shall have received notice, in writing, of termination in accordance with paragraph 3.  Notwithstanding the death of a Guarantor, this guaranty shall continue in full force and effect as a guaranty by the surviving Guarantors.

5.The release by Buyer of any Guarantor under this guaranty shall not affect any other Guarantor hereunder who shall remain fully liable in accordance with the terms of this guaranty. To the extent that there is more than one Guarantor, the obligations pursuant to this Guaranty are joint and several.  If there are signature lines for more than one Guarantor, any Guarantor who signs is obligated even if other Guarantors for whom there is a signature line do not sign.

6.All indebtedness of Seller to Guarantor, whether now existing or hereafter arising (including indebtedness resulting from this guaranty) is hereby assigned to Buyer to the extent of the amount of this guaranty as security for the payment of all liability or liabilities of Seller or Buyer.  To the extent the indebtedness of Seller to Guarantor (whether now existing or hereafter arising) exceeds the amount of this guaranty; such indebtedness is hereby subordinated to all liability or liabilities of Seller to Buyer.

7.Guarantor waives notice of acceptance of this guaranty and of any liability to which it applies or may apply, and waives presentment and demand for payment thereof, notice of dishonor or nonpayment thereof, notice of intent to accelerate, notice of acceleration, collection or instigation of suit or any other action by Buyer in collection thereof including any notice of default in payment thereof or other notice to, or demand of payment therefor on, any party.  Guarantor waives all defenses of a surety, at law or in equity, with respect to this guaranty, including, without limitation, (a) any rights of a surety to insist upon a creditor first exhausting all remedies against the primary obligor of a debt or other collateral securing the debt, and (b) those set forth in Rule 31 of the Texas Rules of Civil Procedure, Sections 17.001 and 34.005 of the Texas Civil Practice and Remedies Code, and Chapter 34 of the Texas Business and Commerce Code.This is a guaranty of payment, not collection.

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8.Buyer may, at its option, at any time without the consent of or notice to Guarantor, without incurring responsibility to Guarantor, without impairing or releasing the obligations of the Guarantor, upon or without any items or conditions and in whole or in part (a) change the manner, place or terms of payment or change or extend the time of performance of, renew, or alter any liability of Seller hereby guaranteed, or any liabilities incurred directly or indirectly hereunder, and the guaranty herein made shall apply to the liabilities of Seller, changed, extended, renewed or altered in any manner, (b) sell, exchange, release, surrender, realize upon or otherwise deal  with  in any manner and in any order any property at any time pledged or mortgaged to secure or securing the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any offset against any said liabilities, (c) exercise or refrain from exercising any rights against Seller to others, or otherwise act or refrain from acting, and (d) settle or compromise any liabilities hereby guaranteed or hereby incurred, and may subordinate the payment of all or any part of such liabilities to the payment of any liabilities which may be due to Buyer or others.  Buyer may, at its option, without the consent of or notice to Guarantor, apply to the payment of the liability created by this guaranty, at any time after such liability becomes payable, any monies, property, or balance on deposit belonging to Guarantor.

9.Suit may be brought against any one or more Guarantor, less than all, without joining Seller or Seller’s Customer (the account debtor) as a party, and without impairing the rights of Buyer, its successors or assigns, against each Guarantor; and Buyer may release any Guarantor or settle with such persons as Buyer deems fit without releasing or impairing the rights of Buyer to demand and collect the balance of such indebtedness from any other Guarantor not so released.  Such settlement and release shall in no way impair the rights of the Guarantors as among themselves.

10.This guaranty is for the benefit of Buyer, and for such other persons as may from time to time become or be the beneficiaries of Buyer’s rights under the Agreement, and this guaranty shall be transferable and negotiable, with the same force and effect and to the same extent as Buyer’s rights under the Agreement may be transferable; it being understood that upon the assignment or transfer by Buyer of any of Buyer’s rights under the Agreement, the legal owner of Buyer’s rights under the Agreement shall have all of the rights granted to Buyer under this guaranty.

11.Buyer, its successors and assigns shall not be liable for failure to use diligence in the collection of any matters hereby guaranteed, or in preserving the liability of any person liable thereon, and the Guarantor waives presentment for payment, notice of nonpayment, notice of acceleration, protest and notice thereof, and diligence in bringing suit against any person liable for any Obligations hereby guaranteed.  Payment of all amounts hereunder shall be made at the offices of Buyer in Houston, Harris County, Texas.

12.If this guaranty is given by a corporation, then the undersigned guaranteeing corporation does hereby acknowledge that it has investigated fully the benefits and advantages which will be derived by it from execution of and performance under this guaranty, and the Board of Directors of the guaranteeing corporation has decided that, and the guaranteeing corporation does hereby acknowledge, warrant and represent that, a direct or an indirect benefit will accrue to the guaranteeing corporation by reason of execution of and performance under this guaranty and that a resolution to such effect has been duly adopted by the board of directors of the corporation.

EXECUTED THIS_______ DAY OF JANUARY, 2014.

LEE MADDOX

____________________________

By: Lee Maddox, individually

STATE OF TEXAS

COUNTY OF ______________

This instrument was acknowledged before me on  ___________________, 2014 by Lee Maddox.

___________________________________________

                                                                                                           Notary Public in and for the State of Texas

EX-10.5

Exhibit 10.5

BLACK PEARL ENERGY, LLC

Lender,

and

STW RESOURCES HOLDING CORP

Borrowers,

LINE OF CREDIT AGREEMENT

March __, 2014

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LINE OF CREDIT AGREEMENT

THIS LINE OF CREDIT AGREEMENT (“Agreement”) is made and entered into effective as of the __ day of March, 2014 by and among BLACK PEARL ENERGY, LLC a Texas limited liability corporation (the “Lender”) and STW Resources Holding Corp., a Nevada corporation (“STW or Borrower”).

R E C I T A L S:

A.The Borrower wishes to obtain from the Lender, a line of credit facility of up to $2,000,000 (the “Line of Credit”) for the purpose of providing the borrower with working capital and the funds necessary to expand its Business.

B. In full reliance on the representations made by Borrower in this Agreement and the Line of Credit Documents (as defined in Article I of this Agreement), Lender is willing to extend such financing to Borrower upon the terms, covenants and conditions contained in this Agreement and in the Line of Credit Documents.

C.As an inducement for Lender to extend such financing to the Borrower, Borrower has agreed to issued Borrower 1.5 million shares of its common stock (the "Inducement Shares") and  pay Lender a $25,000 transaction fee on the final Closing Date ("Transaction Fee").

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained in this Agreement, Borrower and Lender mutually agree as follows:

ARTICLE I

DEFINITIONS

Unless the context clearly indicates otherwise, certain terms used in this Agreement shall have the meanings set forth below:

 “Affiliate” shall mean:  (a) with respect to a corporation, (1) any officer or director thereof and any Person which is, directly or indirectly, the beneficial owner of more than 20% of any class of shares or other equity security, or (2) any Person which, directly or indirectly, controls or is controlled by or is under common control with such corporation; and (b) with respect to a partnership, venture or limited liability company, any (1) general partner or member, (2) general partner of a general partner or member, (3) partnership with a common general partner or member, or (4) co-venturer thereof, and if any general partner, member or co-venturer is a corporation, any Person which is an Affiliate of such corporation.  For purposes hereof, “controls” (which includes the correlative meanings of "controlled by" and "under common control with") means effective power, directly or indirectly, to direct or cause the direction of the management and policies of such Person.

“Business” shall mean the business of providing oilfield services and water management, including consulting and customized water analysis, reclamation and remediation services to a variety of complex oil and gas produced and flowback water, brackish water, industrial, and municipal applications throughout several geographic location.

“Business Day” shall mean any day of the week other than Saturday, Sunday or other day that is recognized as a holiday in the State of Texas.

“Closing Date” shall mean the individual and collective reference to the dates of funding of each of the Line of Credit during the Funding Period, and shall include the Closing Date.

 “Event of Default” shall mean the occurrence and continuance of any of the events listed in Sections 6.1 or 6.2 of this Agreement.

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"Financing Event" shall mean the date on which the Borrower receives gross proceeds of not less than $6,000,000 resulting from either or both of: (a) the consummation of one or more private placements of debt or equity securities, not including the funds received pursuant to this Agreement; or (b) the filing of a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”) for an initial public offering of the Borrower's securities.

“Funding Date” shall mean August 1, 2013.

 “Governmental Authority” shall mean the government of the United States, any state, province or political subdivision thereof, any other foreign country, any multi-national organization or body and any entity exercising executive, judicial, legislative, police, taxing, regulatory or administrative authority or power of any nature.

“Hazardous Substances” shall mean any explosives, PCBs, radioactive materials, asbestos, urea formaldehyde, foam insulation, hydrocarbon contaminants, underground or above ground tanks, pollutants, waste, contaminants, hazardous, dangerous, radioactive or corrosive or deleterious or toxic substances or materials or hazardous or special waste or any other such substance or material as defined or regulated pursuant to any environmental laws.

 “Initial Advance”  shall mean the sum of approximately one million ten thousand and five hundred Dollars ($1,010,500), which amount has been previously advanced to the Borrower.

“Lien” shall mean any lien, mortgage, security interest, collateral assignment, pledge, assignment, charge, title retention agreement, or encumbrance of any kind, and any other right of or arrangement with any creditor (whether based on common law, constitutional provision, statute or contract) to have its claim satisfied out of any property or assets, or their proceeds, before the claims of general creditors of the owner of the property or assets.

 “Line of Credit” shall mean the financing provided by Lender to Borrower under the terms of this Agreement in the maximum principal amount of Two Million Dollars ($2,000,000).

 “Line of Credit Documents” shall refer to this Agreement and the Note.  All of the Line of Credit Documents are incorporated herein by reference.

 “Material Adverse Event” means any circumstance or event that, individually or collectively with other circumstances or events, may reasonably be expected to have a material adverse effect on the financial condition or Business of the Borrower, as now conducted or as proposed to be conducted.

“Maturity Date” shall mean August 1, 2014, being the date that all sums evidenced by the Note shall be due and payable; provided, however, that in the event that a Financing Event shall not have occurred on or before such date, the Maturity Date of the Note shall be automatically extended to the earlier to occur of September 30, 2014 or the date that a Financing Event shall have occurred.

“Month” shall mean a calendar month.

 “Note” shall mean reference to the promissory Note issued by the Borrower to the Lender to evidence the Line of Credit and in the form of Exhibit A annexed hereto and made a part hereof.

“Person” shall mean and includes an individual, a partnership, a corporation, a limited liability company, a trust, an unincorporated association, a joint venture or any other entity or a government or any agency or political subdivision thereof.

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“Tax” shall mean all present and future taxes, levies, imposts, withholdings, duties, charges or fees of any nature whatsoever including without limitation any customs, franchise, transfer, sales, use, business, occupation, excise, personal property, real property, stamp, gross income, fuel, leasing, occupational, value added, turnover, excess profits, excise, gross receipts, gross profits, registration, license, corporation, capital gains, export, custom, import, net income, taxes (or any other amount corresponding to any of the foregoing) now or hereafter imposed, levied, collected, withheld or assessed by any national, foreign, regional or local taxing or fiscal authority or agency, together with any penalties, additions to tax, fines or interest thereon, and any assessments in respect of any of the foregoing, and Tax and Taxation shall be construed accordingly.

ARTICLE II

AMOUNT AND TERMS OF LINE OF CREDIT

2.1Line of Credit

.  On the Closing Date, the Lender shall provide the Borrower with a Line of Credit up to the maximum amount of TWO MILLION DOLLARS ($2,000,000), representing the maximum aggregate amount of the Advances that may be outstanding and any time under the Line of Credit (the “Principal Indebtedness”).  The entire Principal Indebtedness of the Line of Credit shall be due and payable on the earlier to occur of (a) the occurrence and continuation of an Event of Default hereunder, or (b) the Maturity Date (as the same may be extended as herein provided).

2.2Interest

.  Interest shall be payable on the outstanding Principal Indebtedness at the rate of eleven percent (11%) per annum (the “Interest Rate”).   Interest at the Interest Rate on all outstanding Advances shall be payable with the then outstanding Principal Indebtedness on the Maturity Date.

2.3Advances; Initial Advance; Use of Proceeds.

(a)Initial Advance.  Since the Funding Date, the Lender has made advances in the aggregate amount of approximately one million ten thousand and five hundred Dollars ($1,010,500).

(b)Additional Advances.  All Advances, other than the Initial Advance (the “Additional Advances”) shall be made by Lender on a date which shall be not later than five (5) days following written request therefore from Borrower (the “Borrowing Notice”).

2.4Prepayment

2.5  Borrower may prepay, in whole or in part, the Principal Indebtedness of the Line of Credit, and all Interest accrued on any outstanding Advances at any time prior to the Maturity Date, without the prior written consent of each of the Lender and without payment of any premium or penalty.

ARTICLE III

ADDITIONAL AGREEMENTS OF THE BORROWER

                      3.1           Issuances to Lender.  Borrower promises to issue the Inducement Shares to Lender upon signing of this Agreement and promises to pay Lender the Transaction Fee on the final Closing Date.

3.2           Conditions Precedent to Disbursement at Closing.  Prior to the disbursement of any of the proceeds of the Line of Credit to or for the account of Borrower at closing of the Line of Credit, and as a condition precedent to such disbursement, all of the conditions set forth below must be satisfied as determined by Lender, in Lender’ sole discretion.

(a)Authority.  On the Closing Date Borrower shall deliver to Lender a resolution authorizing the Borrower to enter into the transactions contemplated by this Agreement and such other documents as Lender may reasonably request.

(b)Line of Credit Documents.  On the Closing Date, the Borrower shall execute and deliver to the Lender, a counterpart of all Line of Credit Documents in favor of the Lender.

(c)Miscellaneous Items.  Borrower shall deliver to Lender such other items, documents and evidences pertaining to the Line of Credit as may reasonably be requested by Lender.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1           The Borrower does hereby represent and warrant to Lender, as of the date hereof (except as to any representation or warranty which specifically relates to another date), as follows (provided that any fact or item disclosed with respect to one representation or warranty shall be deemed to be disclosed with respect to each other representations or warranty, but only to the extent that the applicability of such fact or item with respect to such other representation or warranty can reasonably be inferred from the disclosure with respect to such fact or item contained in the disclosure schedules of Borrower):

a)Due Organization and Qualification.  Borrower is a corporation, duly organized, validly existing and in good standing under the laws of the State of Nevada, and has the corporate power and authority to own, lease and operate its assets, properties and business and to carry on the Business as now conducted. The Borrower is qualified to transact business and in good standing in each jurisdiction in which the nature of its business or location of its property requires such qualification, except where such failure would not have a Material Adverse Effect.

b)Authority to Execute and Perform Agreements.  The Borrower has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and the other Line of Credit Documents and to perform fully its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Line of Credit Documents by the Borrower and the consummation of the transactions contemplated hereby and thereby have been or will be duly and validly authorized by all necessary individual and corporate action, and no other proceedings on the part of Borrower are necessary to authorize this Agreement and the other Line of Credit Documents or to consummate the transactions so contemplated.  This Agreement and the other Line of Credit Documents have all been or will be duly executed and delivered and are the valid and binding obligations of Borrower enforceable against Borrower in accordance with their terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights.

c)No Breach.  The Borrower's execution, delivery and performance of this Agreement and the other Line of Credit Documents and the consummation of the transactions contemplated hereby and thereby will not violate, conflict with or otherwise result in the breach or violation of any of the terms and conditions of, result in a modification of the effect of or constitute (or with notice or lapse of time or both would constitute) a default under (a) the Borrower’s Certificates of Incorporation or bylaws; (b) any Contract  to which the Borrower is a party or by or to which it or any of their assets are bound or subject; (b) any Law or Order against, or binding upon or applicable to Borrower or  their assets; or (d) any Permit.

d)No Broker.  No broker, finder, agent or similar intermediary has acted for or on behalf of Borrower in connection with this Agreement or the transactions contemplated hereby, and no broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith based on any agreement, arrangement or understanding with Borrower or any action taken by Borrower.

4.2.           The Lender does hereby represent and warrant to Borrower, as of the date hereof (except as to any representation or warranty which specifically relates to another date), as follows (provided that any fact or item disclosed with respect to one representation or warranty shall be deemed to be disclosed with respect to each other representations or warranty, but only to the extent that the applicability of such fact or item with respect to such other representation or warranty can reasonably be inferred from the disclosure with respect to such fact or item):

a)           Lender acknowledges that the Inducement Shares are being acquired solely for the Lender's own account and not as a nominee for any other party, and for investment, and that the Lender will not offer, sell or otherwise dispose of the Inducement Shares except pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and any applicable state securities laws.

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b)           Lender understands that except as provided in paragraph (iii) below, all certificates representing the Inducement Shares shall be stamped or imprinted with a legend in substantially the following form:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

(i)The Borrower agrees to reissue the Inducement Shares or certificates representing same, without the legend set forth above, if at such time, prior to making any transfer of any such securities, the Lender shall give written notice to the Borrower describing the manner and terms of such transfer and demonstrating that the following conditions are satisfied. Such proposed transfer will not be effected until: (a) either (i) the Borrower has received an opinion of counsel reasonably satisfactory to the Borrower, to the effect that the registration of such securities under the Securities Act is not required in connection with such proposed transfer, or (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Borrower with the Securities and Exchange Commission and has become and remains effective under the Securities Act, and (b) either (i) the Borrower has received an opinion of counsel reasonably satisfactory to the Borrower, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Borrower will respond to any such notice from a holder within three (3) Trading Days. In the case of any proposed transfer under this Section 4.2(b), the Borrower will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Borrower. The restrictions on transfer contained in this Section 4.2(b) shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement or imposed by law. Whenever a certificate representing the Inducement Shares is required to be issued to the Lender without a legend, in lieu of delivering physical certificates representing the Inducement Shares, the Borrower shall cause its transfer agent to electronically transmit the Inducement Shares to the Lender by crediting the account of the Lender or Lender's Prime Broker with DTC through its DWAC system (to the extent not inconsistent with any provisions of this Agreement).

(a)Accredited Investor Status. At the time of this Agreement and receipt of the Inducement Shares, the Lender is and shall be an “accredited investor” as defined in Regulation D under the Securities Act.

ARTICLE V

COVENANTS

For so long as any principal amount and accrued interest in respect of the Line of Credit remains outstanding, the Borrower covenants and agrees with the Lender as follows:

5.1Information.  Borrower shall furnish to Lender with reasonable promptness such data and information, financial and otherwise, concerning Borrower as from time to time may reasonably be requested by Lender for purposes of administering compliance with the Line of Credit Documents.

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5.2Notice.  Borrower shall promptly notify Lender in writing of any of the following:

(a)The existence or occurrence of any event, which with the passage of time, the giving of notice, or both, would constitute an Event of Default under this Agreement or a default under any of the Line of Credit Documents; and,

(b)Any events or changes in the financial condition of Borrower occurring since the date of the last financial statement of Borrower filed with the Securities and Exchange Commission prior to the date of this Agreement, which individually or cumulatively when viewed in light of prior financial statements, may result in a Material Adverse Event in the financial condition of Borrower.

5.3Compliance with Laws.  Borrower shall comply with all local, state and federal laws, except where non-compliance could not reasonably be expected to constitute a Material Adverse Event.

5.4Additional Negative Covenants. Borrower shall not, without the prior written consent of Lender, (i) liquidate, dissolve or wind-up the Business and affairs of any of Borrower; (ii) effect any merger or consolidation transaction; (iii) sell, lease, transfer, license or otherwise dispose, in a single transaction or series of related transactions, by Borrower of all or substantially all the assets of Borrower; or (iv) consent to any of the foregoing.

ARTICLE VI

EVENTS OF DEFAULT; REMEDIES

6.1Events of Default Not Requiring Notice.  The occurrence and continuation of any of the following events shall constitute an Event of Default under this Agreement and the Line of Credit Documents without the requirement of notice from Lender to Borrower:

(a)Nonpayment.  The failure of the Borrower to pay when due any principal or interest at the Interest Rate on the Line of Credit or other charge with respect to the Principal Indebtedness, or the amount of any fee or payment required of Borrower under this Agreement or any of the Line of Credit Documents; provided, that Borrower shall have a ten (10) business day period after which such payment is due in order to cure such breach.

(b)Voluntary Bankruptcy or Insolvency.  The occurrence and continuance of any of the following with respect to either Borrower:  (1) the filing by it of a petition in bankruptcy or for reorganization or for an arrangement under any bankruptcy or insolvency law or for a receiver or trustee for any of their respective properties; (2) an assignment by it for the benefit of creditors or an admission by any of them, in writing, of an inability to pay their respective debts as they become due; or (3) the entry of a judgment of insolvency against it by any state, provincial or federal court of competent jurisdiction, and any such petition is not dismissed within 60 days after the filing thereof.

6.2Notice.  If any Event of Default shall occur (whether or not any required notice has been given or an applicable grace period has elapsed), Lender shall not be obligated to make any further advances or disbursements until such Event of Default is remedied.  Unless otherwise expressly provided by the terms of this Agreement, or the Line of Credit Documents, if an Event of Default shall occur and be continuing, Lender shall give written notice of such occurrence to Borrower as follows:

(a)Monetary Default.  In the event of a monetary default for which Borrower is given a cure period, Lender shall give Borrower written notice of the Event of Default and Borrower shall be given an opportunity to cure the default within the applicable cure period.

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(b)Nonmonetary Default.  In the event of a nonmonetary default for which Borrower is given a cure period, Lender shall give Borrower written notice of the Event of Default and Borrower shall be given an opportunity to cure the default within the applicable cure period.  However, if the nonmonetary default cannot reasonably be corrected within the applicable cure period, Borrower shall have an additional thirty (30) days to remedy such nonmonetary default if Borrower notifies Lender of the manner in which the nonmonetary default shall be cured, and if appropriate corrective action is instituted within the initial specified cure period and is diligently pursued thereafter.  In the event that correction of the default requires action by a Governmental Authority which cannot reasonably be obtained within an additional twenty (20) days, and Borrower has complied with the conditions of the previous sentence, such twenty (20) day cure period shall be extended to some other reasonable amount of time, so long as the Borrower’ Business is not impaired and continues in the ordinary course until the default is cured.

6.3Election of Remedies.  If an Event of Default shall occur and continue after any required notice and lapse of any applicable grace period, all obligations of Lender under this Agreement and under the Line of Credit Documents shall cease and terminate, and at the election of Lender, the Lender may,:  (i) declare the outstanding Principal Indebtedness evidenced by the Note immediately due and payable; (ii) exercise any remedy provided for in the Line of Credit Documents; or (iii) (iv) exercise any other right or remedy available to Lender pursuant to any Line of Credit Document, or as provided at law or in equity.

6.4No Remedy Exclusive.  No remedy conferred upon or reserved to Lender under this Agreement shall be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement, the Line of Credit Documents, or now or hereafter existing at law or in equity or by statute.  No delay or failure to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.

ARTICLE VII

MISCELLANEOUS

7.1Non-Waiver.  No disbursement of the proceeds of the Line of Credit shall constitute a waiver of any covenant or condition to be performed by Borrower.  In the event Borrower are unable to satisfy any such covenant or condition, Lender shall not be precluded from thereafter declaring such failure to be an Event of Default.

7.2Amendments.  Neither this Agreement nor any provisions hereof may be changed, waived, discharged or terminated orally and may only be modified or amended by an instrument in writing, signed by each of the Lender and the Borrower.

7.3Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of Borrower, Lender and their respective successors and assigns.

7.4Waivers.  The failure by Lender or Borrower at any time or times hereafter to require strict performance by the other of any of the undertakings, agreements or covenants contained in this Agreement shall not waive, affect or diminish any right of Borrower or Lender hereunder to demand strict compliance and performance therewith.  Any waiver by Lender of any Event of Default under this Agreement shall not waive or affect any other Event of Default hereunder, whether such Event of Default is prior or subsequent thereto and whether of the same or a different type. None of the undertakings, agreements or covenants of Borrower and Lender under this Agreement shall be deemed to have been waived unless such waiver is evidenced by an instrument in writing signed by the party to be charged specifying such waiver.

7.5Survival.  This Agreement shall survive the disbursement of the proceeds of the Line of Credit, and each and every one of the obligations and undertakings of Borrower and Lender contained herein shall be continuing obligations and undertakings and shall not cease and terminate until all amounts which may accrue pursuant to this Agreement or any of the Line of Credit Documents shall have been fully paid and all obligations and undertakings of Borrower shall have been fully discharged.

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7.6Assignment and Notices.

(a)Neither Borrower may not assign, in whole or in part, any of their rights or obligations under this Agreement, the Line of Credit Documents or any other agreement or commitment (in addition to this Agreement and the Line of Credit Documents) in existence between Lender on one hand, and Borrower, on the other hand, without the prior written consent of the Lender The Lender may assign this Agreement or any of the other Line of Credit Documents.

(b)Except as otherwise provided in this Agreement or in any Line of Credit Document, whenever Lender or Borrower desire to give or serve any notice, demand, request or other communication with respect to this Agreement or any other Line of Credit Document, each such notice shall be in writing and shall be effective only if the notice is delivered by personal service, by nationally-recognized overnight courier or by facsimile, addressed in the same manner as provided in this Agreement.  Any notice delivered personally or by courier shall be deemed to have been given when delivered.  Any notice sent by facsimile (confirmed orally by telephone, with a copy sent by overnight courier) shall be presumed to have been received on the date transmitted.  Any party may change its address by giving notice to the other party of its new address in the manner provided above.

7.7  Severability.  If any term or provision of this Agreement shall, to any extent, be determined by a court of competent jurisdiction to be void, voidable or unenforceable, such void, voidable or unenforceable term or provision shall not affect any other term or provision of this Agreement.

7.8  No Partnership.  Nothing contained in this Agreement, or in any Line of Credit Document shall be construed as creating a joint venture or partnership between Borrower and Lender.  There shall be no sharing of losses, costs and expenses between Borrower and Lender, and Lender shall have no right of control or supervision except as Lender may exercise Lender’s rights and remedies provided hereunder and in the Line of Credit Documents.

7.9 Interpretation.  Whenever the context shall require, the plural shall include the singular, the whole shall include any part thereof, and any gender shall include both other genders.  The article and section headings contained in this Agreement are for purposes of reference only and shall not limit, expand or otherwise affect the construction of any provisions hereof.

7.10Governing Law.  This Agreement and all matters relating hereto shall be governed by, construed and interpreted in accordance with the laws of the State of Nevada without giving effect to principles of conflicts of laws.

7.11Conflicts.  The provisions of this Agreement are not intended to be superseded by the provisions of the Line of Credit Documents executed in conjunction with this Agreement but shall be construed as supplemental thereto.  In the event of any inconsistency between the provisions hereof and the Line of Credit Documents, it is intended that this Agreement shall control.

7.12Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute only one instrument.

7.13Attorney Fees.  Borrower and Lender agree that should either of them default in any of the covenants or agreements contained in this Agreement or any of the Line of Credit Documents, the defaulting party shall pay all costs and expenses, including reasonable attorney fees and costs, incurred by the non-defaulting party to protect its rights hereunder, regardless of whether an action is commenced or prosecuted to judgment.

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7.14Jury Waiver.  EACH BORROWER AND LENDER HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE LINE OF CREDIT DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. EACH BORROWER AND LENDER EACH REPRESENT TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

7.15Final Expression.  THIS AGREEMENT AND THE LINE OF CREDIT DOCUMENTS ARE THE FINAL EXPRESSION OF THE AGREEMENT AND UNDERSTANDING OF LENDER WITH RESPECT TO THE LINE OF CREDIT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED ORAL AGREEMENT.

7.16Facsimile Signatures.  This Agreement and all Line of Credit Documents may be executed by facsimile signatures and delivered electronically in pdf format, each of which shall be given the same legal weight as though they were ribbon original signatures.

[Signatures appear on the following pages.]

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IN WITNESS WHEREOF, the parties hereto have executed this Line of Credit Agreement this __ day of March, 2014.

LENDER:

BLACK PEARL ENERGY, LLC

By:_____________________________________

Name:

Title:

BORROWER:

STW RESOURCES HOLDING, CORP.

By:

Name: Robert Miranda

Title: Chief Financial Officer

EX-10.6

Exhibit 10.6

EXHIBIT A to Line of Credit Agreement

PROMISSORY NOTE

$2,000,000                                                                                                           March__, 2014

FOR VALUE RECEIVED, STW RESOURCES HOLDING, CORP, a Nevada corporation (referred to herein as “Borrower”), with a business address at 3434 South County Road 1192, Midland Texas, 79706, does hereby unconditionally agree and promise to pay to the order of BLACK PEARL ENERGY, LLC., a Delaware corporation (the “Lender” and/or its successors and assigns (collectively, with the Lender, the "Holder"), at, or such other place as the Holder may from time to time designate, the principal sum of TWO MILLION DOLLARS ($2,000,000) or such lesser amount as may be advanced and outstanding under the Line of Credit Agreement (the “Principal Indebtedness”), together with interest on the outstanding Principal Indebtedness evidenced by this Note at the Interest Rate (defined below).

Unless otherwise expressly defined in this Note, all capitalized terms used herein shall have the same meaning as assigned to them in the Line of Credit Agreement, of even date herewith, between the Borrower and the Lender (the “Line of Credit Agreement”).  As of the date hereof, a total of one million ten thousand and five hundred Dollars ($1,010,500)has been advanced under the Line of Credit Agreement.

 (a)  Principal Indebtedness.  The entire Principal Indebtedness advanced under the Line of Credit Agreement shall be due and payable on the earlier to occur of (a) the occurrence and continuation of an Event of Default under the Line of Credit Agreement, or (b) the Maturity Date (as the same may be extended as herein provided).

 (b)  Interest.  Interest shall be payable on the outstanding Principal Indebtedness at the rate of eleven percent (11%) per annum (the “Interest Rate”).   Interest at the Interest Rate on all outstanding Advances shall be payable with the then outstanding Principal Indebtedness on the Maturity Date.

 (c)  Default Interest Rate.  During any period in which an Event of Default has occurred and is continuing, interest shall accrue on the outstanding Principal Indebtedness at the rate per annum equal to eighteen (18%) percent (the “Default Interest Rate”).

 (d)All payments shall be applied first to interest and then to principal. Borrower may prepay, in whole or in part, the Principal Indebtedness and all Interest accrued at any time prior to the Maturity Date, without the prior written consent of Holder and without payment of any premium or penalty.

 (e)The Borrower may not prepay any amounts contemplated under this Note in full or in part prior to the Maturity Date, except as otherwise provided in the Line of Credit Agreement.

 (f)This Note is intended to be governed by the laws of the State of Nevada.

 (g)It is agreed that time is of the essence in the performance of this Note.  Upon the occurrence and during the continuation of an Event of Default under this Note that is not cured within the applicable cure period, if any, set forth in the Line of Credit Agreement, the Holder shall have the right and option to declare, without notice, all the remaining indebtedness of unpaid principal and interest evidenced by this Note immediately due and payable.

 (h)Borrower shall pay all of Holder’s reasonable fees and costs incurred in the preparation of this Note and any related documents. If this Note is placed in the hands of an attorney for collection, by suit or otherwise, or to enforce its collection, the Borrower shall pay all reasonable costs of collection including reasonable attorneys' fees.

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 (i)The Borrower hereby waives diligence, presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind.  No delay or omission on the part of the Holder in exercising any right hereunder shall operate as a waiver of such right or of any other remedy under this Note.  A waiver on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on a future occasion.

 (j)All agreements between the Holder and the Borrower are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Holder for the use, forbearance, loaning or detention of the indebtedness evidenced hereby exceed the maximum permissible under applicable law.

 (k)Borrower acknowledge that Holder’s willingness to make the loan represented by this Note is based on the facts represented to Holder by Borrower as set forth in the Line of Credit Agreement.

HOLDER AND BORROWER IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST HOLDER OR BORROWER IN RESPECT OF THIS NOTE OR ARISING OUT OF ANY DOCUMENT, INSTRUMENT OR AGREEMENT EVIDENCING, GOVERNING OR SECURING THIS NOTE.  BORROWER ACKNOWLEDGES THAT THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS PART OF A COMMERCIAL TRANSACTION.

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IN WITNESS WHEREOF, this Note has been executed by Borrower as of the day and year first set forth above.

STW RESOURCES HOLDING, CORP.

By:____________________________________

Name:

Title: