SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

AMENDMENT NO. 1

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Mission NewEnergy Limited

(Name of Issuer)

Ordinary Shares, $0.00 par value

(Title of Class of Securities)

Q62163110

(CUSIP Number)

Guy Burnett

Chief Financial Officer and Company Secretary

Unit B2, 431 Roberts Rd.

Subiaco, Western Australia 6008, Australia

+61 08 6313 3975

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

November 23, 2012

(Date of Event which Requires Filing of this Statement)

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

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

Explanatory Note:

This Amendment No. 1 is being filed solely to re-file a corrected version of Exhibit 2 to the original filing, which was filed in error.

(Continued on following pages)

(Page 1 of 5 Pages)

CUSIP No. Q62163110 Page 2 of 5

1.	Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Eastwood Trust 46-6283196
2.	Check the Appropriate Box If a Member of a Group (See Instructions). (a)  ¨     (b)  x
3.	SEC Use Only.
4.	Source of Funds (See Instructions). PF
5.	Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). ¨
6.	Citizenship or Place of Organization. Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	Sole Voting Power. 27,382,054*
		8.	Shared Voting Power. 0
		9.	Sole Dispositive Power. 27,382,054*
		10.	Shared Dispositive Power. 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person. 27,382,054*
12.	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions). ¨
13.	Percent of Class Represented by Amount in Row (11). 71.6%**
14.	Type of Reporting Person (See Instructions). OO (trust)

* Eastwood Trust may be deemed to beneficially own an aggregate of 27,382,054 ordinary shares, $0.00 par value (“Ordinary Shares”), of the Issuer that would be issuable to Eastwood Trust upon conversion of 63,238 of the Issuer’s A$65 face-value Series 3 Convertible Notes held by Eastwood Trust, which bear no coupon/interest payments and have a conversion ratio of one note to four hundred and thirty-three Ordinary Shares resulting in a conversion price of A$0.15 per share (the “Series 3 Notes”).

** Eastwood Trust may be deemed to beneficially own 71.6% of the Issuer’s issued and outstanding Ordinary Shares, based upon 38,252,399 Ordinary Shares outstanding, which is the sum of (i) 10,870,275 Ordinary Shares issued and outstanding as reported by the Issuer on its Form 6-K, filed with the US Securities Exchange Commission (the “SEC”) on November 26, 2012, plus (ii) the 27,382,054 Ordinary Shares that would be issuable to Eastwood Trust upon conversion of the Series 3 Notes.

CUSIP No. Q62163110 Page 3 of 5

ITEM 1. SECURITY AND ISSUER.

This Statement of Beneficial Ownership on Schedule 13D (this “Statement”) relates to the Ordinary Shares of Mission NewEnergy Limited, an Australian corporation (the “Issuer”) and is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The address of the principal executive offices of the Issuer is Unit 2B, 431 Roberts Road, Subiaco, Western Australia 6008, Australia.

ITEM 2. IDENTITY AND BACKGROUND.

(a) This Statement is being filed by Eastwood Trust, a trust formed under the laws of the State of Texas (the “Trust”).

(b) The address of the principal office of the Trust is 7941 Katy Freeway # 529, Houston, Texas 77024.

(c) The principal business of the Trust is to hold, administer, and distribute its assets for the benefit of its beneficiaries.

(d) The Trust has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Trust has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On August 24, 2012, the Trust purchased 63,238 of the Issuer’s A$65 face-value Series 2 Convertible Notes, which bore interest at a rate of 4.00% per annum, payable semi-annually, and had a conversion ratio of one note to four Ordinary Shares, resulting in a conversion price of A$16.50 per share (the “Series 2 Notes”), from SLW International, LLC, an entity owned by Stephen L. Way, the creator of the Trust for the benefit of his minor children. The Trust purchased such Series 2 Notes for the purchase price of $402,187.50, 10% of which was paid in cash with funds contributed to the Trust by Mr. Way and the remaining 90% of which was borrowed by the Trust from Muragai Financial, LLC, an entity also controlled by Mr. Way. Such loan was evidenced by a promissory note bearing interest at the rate of 0.25% and becoming due on August 1, 2015 and was secured by such Series 2 Notes held by the Trust. On November 23, 2012, the Issuer and the holders of the Series 2 Notes effected an exchange of all outstanding Series 2 Notes for newly issued Series 3 Notes in a transaction approved by the holders of the Issuer’s Ordinary Shares.

ITEM 4. PURPOSE OF TRANSACTION.

The purpose of the transaction is investment.

The Trust is filing this Statement because the increased conversion ratio of the Series 3 Notes received by the Trust in exchange for the Series 2 Notes resulted in an increase of the possible beneficial ownership of Ordinary Shares by the Trust. As a holder of Series 3 Notes, the Trust may, upon notice to the Issuer, elect to convert all or part of such Series 3 Notes into Ordinary Shares, which could currently result in the Trust holding up to 71.6% of the Issuer’s outstanding Ordinary Shares, assuming that no other holders of the Series 3 Notes exercise their own equivalent conversion rights. If all other holders of the Series 3 Notes fully exercised their rights of conversion, such holders would hold up to 95.3% of the Ordinary Shares in the aggregate. Additionally, under the terms of the Series 3 Notes, among other events, a sale of material assets by the Issuer requires a repayment of the outstanding face amount of the Series 3 Notes.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

The following disclosure is based on 10,870,275 Ordinary Shares outstanding as of November 23, 2012, as reported in the Form 6-K, filed by the Issuer with the SEC on November 26, 2012:

(a) As of the date hereof, the Trust may be deemed to beneficially own an aggregate of 27,382,054 Ordinary Shares, consisting of Ordinary Shares that would be issuable to the Trust upon conversion of the Series 3 Notes held by the Trust, which represents approximately 71.6% of the Ordinary Shares of the Issuer, assuming that no other holders of Series 3 Notes exercise their own equivalent conversion rights.

(b) Except as described in Item 6 below, the Trust has sole voting power over and sole power to dispose of the securities identified in Item 5(a) above.

(c) Except as described in Item 3 of this Statement, the Trust has not effected any transaction in the Ordinary Shares during the 60 days preceding the date hereof.

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(d) The trustee of the Trust, Jon Hildebrand, has the right to receive dividends from, or the proceeds from the sale of, such securities on behalf of the Trust.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Under the Security Agreement-Pledge securing the promissory note described in Item 3 above, upon the occurrence of an event of default, Muragai Financial, LLC would have the right to exercise any voting rights that may be available and to dispose of or direct the disposition of the Series 3 Notes or any securities into which they may be converted. Further, prior to the occurrence of an event of default the Trust may not sell or otherwise dispose of any such securities without the prior written consent of Muragai Financial, LLC. Subject to the foregoing, pursuant to the Trust Agreement creating the Trust the Trustee of the Trust has the sole right to vote and dispose of the investments held by the Trust, including the securities of the Issuer held by the Trust, and the beneficiaries of the Trust have the right to withdraw certain amounts from the Trust upon attaining certain ages and meeting certain additional conditions.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1: Purchase and Sale Agreement

Exhibit 2: Promissory Note

Exhibit 3: Security Agreement-Pledge

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SIGNATURE

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

February 21, 2013

Date

/s/ Jon Hildebrand

Signature

Jon Hildebrand

Trustee, Eastwood Trust

Name/Title

EX-1

EXHIBIT 1

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is entered into as August 24, 2012 (the “Effective Date”) by and between SLW International, LLC, a Texas limited liability company (“Seller”), and Eastwood Trust (“Purchaser”).

W I T N E S S E T H:

WHEREAS, Purchaser desires to purchase and receive from Seller and Seller desires to sell and assign to Purchaser 63,238 Series Two Convertible Notes (the “Notes”) of Mission NewEnergy Limited, an Australian corporation (the “Company”);

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations, and warranties herein contained, the parties hereto agree as follows:

ARTICLE I. PURCHASE AND SALE OF NOTES

Upon the basis of the representations and warranties and on the terms set forth in this Agreement, Seller hereby assigns, transfers, delivers, and conveys to Purchaser, and Purchaser hereby purchases, the Notes.

ARTICLE II. CONSIDERATION

In consideration for the sale and delivery of the Notes to Purchaser by Seller as provided in Article I hereof and the other covenants of Seller contained in this Agreement, Purchaser shall pay to Seller the amount of $402,187.50, 10% of which shall be payable in immediately available funds on the Effective Date and the remaining 90% of which shall be payable in the form of a promissory note in the original principal amount of $361,968.75, bearing interest at the rate of 0.25% and payable on August 1, 2015.

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser, each of which representations and warranties is hereby deemed material, as follows:

3.1 Title to the Notes. Seller owns the Notes free and clear of any claims, liens, charges, or encumbrances whatsoever, and has good and marketable title to the Notes and has full right, power, and authority to sell the Notes to Purchaser as provided herein without obtaining the consent or approval of any other person or entity.

3.2 No Outstanding Options. There are no outstanding options, warrants, or other agreements with, or right in any person or entity, or otherwise entitling such person or entity to purchase or otherwise acquire from Seller any of the Notes.

3.3 Agreement Binding. This Agreement, upon due execution by the parties hereto, will constitute a legal, valid, and binding obligation of Seller enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium, and similar laws affecting creditors’ rights generally, and the effect of general principles of equity, whether applied by a court of law or equity.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller, each of which representations and warranties is hereby deemed material, as follows:

4.1 Agreement Binding. This Agreement, upon due execution by the parties hereto, will constitute a legal, valid, and binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium, and similar laws affecting creditors’ rights generally, and the effect of general principles of equity, whether applied by a court of law or equity.

4.2 Access to Information. Purchaser has had full access to all information regarding the Company that it has deemed relevant, and has relied solely on its own independent investigations and knowledge in deciding to enter into this Agreement and in determining the fairness of the consideration payable to Seller under this Agreement, and has not relied on any representations of Seller or the Company other than those contained in Article III hereof.

4.3 Investment Intent. Purchaser is acquiring the Notes for its own account and not for the purpose of reselling, transferring, subdividing, or otherwise disposing of the Notes.

ARTICLE V. INDEMNIFICATION

5.1 Indemnification of Purchaser. Seller agrees to indemnify, reimburse, and hold Purchaser harmless from and against all losses, expenses, damages, and liabilities suffered or incurred by Purchaser as a result of the untruth or breach of any representation or warranty of Seller, or the failure of Seller to perform any agreement or obligation of Seller, contained in this Agreement.

5.2 Indemnification of Seller. Purchaser agrees to indemnify, reimburse, and hold Seller harmless from and against all losses, expenses, damages, and liabilities suffered or incurred by Seller as a result of the untruth or breach of any representation or warranty of Purchaser, or the failure of Purchaser to perform any agreement or obligation of Purchaser, contained in this Agreement.

ARTICLE VI. MISCELLANEOUS

6.1 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, assigns, heirs, estates, and legal representatives.

6.2 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties hereto and supersedes all other prior agreements and understandings, written or oral, between the parties.

6.3 Further Instruments. The parties hereto will deliver and/or execute such further instruments as may reasonably be requested by the other party which are necessary or

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appropriate with respect to the consummation of the transactions contemplated by this Agreement. None of the documents or instruments requested hereunder shall contain an undertaking or representation not contained in this Agreement or be inconsistent with the understandings and representations contained in this Agreement.

6.4 Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed certified or registered mail, return receipt requested, with first class postage prepaid to the party’s address set forth below:

(a)	If to Seller:	SLW International, LLC 800 Gessner, Suite 600 Houston, Texas 77024
(b)	If to Purchaser:	Eastwood Trust 7941 Katy Freeway #529 Houston, Texas 77024 Attention: Jon Hildebrand, Trustee

A party may change its address for purposes of this Agreement by giving notice thereof in accordance with this Section.

6.5 Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not constitute a part hereof.

6.6 Governing Law. This Agreement shall be governed by, construed and interpreted according to, the laws of the state of Texas, without regard to choice of law principles thereunder.

6.7 Waiver. No term, provision, or condition of this Agreement shall be waived except in a writing signed by all parties hereto and any such written waiver in any one or more instances shall not be deemed to be a further or continuing waiver of any such term, provision, or condition of this Agreement.

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

6.9 Amendments and Modifications. Any and all amendments and modifications of this Agreement must be in writing signed by all parties hereto.

6.10 Legal Action, Recover of Fees, Costs, and Interest. If any action, at law or in equity, is brought to enforce or interpret this Agreement, the prevailing party shall be entitled to recover from the other party the prevailing party’s legal fees and other costs and interest on the amount of the judgment at the rate of 10% per annum.

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NOTICE OF INDEMNIFICATION: THE PARTIES TO THIS AGREEMENT HEREBY ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT CONTAINS CERTAIN INDEMNIFICATION PROVISIONS PURSUANT TO ARTICLE V HEREOF.

IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as of the Effective Date.

“SELLER”
SLW International, LLC
By:	/s/ Stephen L. Way
	Stephen L. Way, Principal
“PURCHASER”
Eastwood Trust
By:	/s/ Jon Hildebrand
	Jon Hildebrand, Trustee

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EX-2

Exhibit 2

PROMISSORY NOTE

$361,968.75 Houston, Texas August 24, 2012

FOR VALUE RECEIVED, the undersigned, EASTWOOD TRUST (“Maker”), hereby promises to pay to the order of Muragai Financial, LLC, a Delaware limited liability company (“Payee”), at its designated office, in lawful money of the United States of America, the principal sum of THREE HUNDRED SIXTY-ONE THOUSAND NINE HUNDRED SIXTY-EIGHT AND 75/100 DOLLARS ($361,968.75), together with interest thereon at the rate set forth below.

The outstanding principal balance hereof shall bear interest prior to maturity at a fixed rate per annum equal to the lesser of (a) the Maximum Rate (hereinafter defined), or (b) twenty-five hundredths percent (0.25%), compounded annually. If an Event of Default (hereinafter defined) has occurred and is existing, the principal hereof shall bear interest at the Default Rate (hereinafter defined).

Interest on the indebtedness evidenced by this Note shall be computed on the basis of a year of 360 days and the actual number of days elapsed (including the first day but excluding the last day) unless such calculation would result in a usurious rate in which case interest shall be calculated on the basis of a year of 365 or 366 days, as the case may be.

All outstanding principal of this Note and all accrued interest thereon shall be due and payable on August 1, 2015.

This Note is secured as provided in the Security Agreement (hereinafter defined).

Maker may prepay the principal of and accrued interest on this Note at any time without premium or penalty, provided that all such prepayments of principal shall be applied to the principal payments due hereon in inverse order of their maturities.

As used in this Note, the following terms shall have the respective meanings indicated below:

“Default Rate” means the lesser of (a) six percent (6%), or (b) the Maximum Rate.

“Event of Default” each of the following shall constitute and be deemed an “Event of Default”:

(a) Maker shall fail to pay this Note or any installment of this Note, whether principal or interest, within five (5) days of the date when due.

(b) Any representation or warranty made or deemed made by Maker in any certificate, report, notice, or financial statement furnished at any time in connection with this Note or any Loan Document shall be false, misleading, or erroneous in any material respect when made or deemed to have been made.

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(c) Maker shall fail to perform, observe, or comply with any covenant, agreement or term contained in this Note or any Loan Document for a period of ten (10) days following the date on which Payee gives Maker notice of such failure.

(d) Maker shall commence a voluntary proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or a substantial part of its property or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or shall make a general assignment for the benefit of creditors or shall generally fail to pay its debts as they become due or shall take any action to authorize any of the foregoing.

(e) An involuntary proceeding shall be commenced against Maker seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official for it or a substantial part of its property, and such involuntary proceeding shall remain undismissed and unstayed for a period of thirty (30) days.

(f) Maker shall fail to pay when due any principal of or interest on any debt for borrowed money (other than the obligations hereunder), or the maturity of any such debt shall have been accelerated, or any such debt shall have been required to be prepaid prior to the stated maturity thereof, or any event shall have occurred that permits (or, with the giving of notice or lapse of time or both, would permit) any holder or holders of such debt or any person acting on behalf of such holder or holders to accelerate the maturity thereof or require any such prepayment.

(g) This Note or any other Loan Document shall cease to be in full force and effect or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by Maker, or Maker shall deny that it has any further liability or obligation hereunder prior to payment in full of all obligations hereunder, or the security interest created by the Security Agreement shall cease to be a first priority security interest.

“Loan Documents” means this Note and all security agreements, deeds of trust, pledge agreements, assignments, letters of credit, guaranties, certificates and other instruments, documents, and agreements, if any, executed and delivered pursuant to or in connection with this Note, as such instruments, documents, and agreements may be amended, modified, renewed, extended, or supplemented from time to time.

“Maximum Rate” means the maximum rate of nonusurious interest permitted from day to day by applicable law, including Chapter 303 of the Texas Finance Code (the “Code”) (and as the same may be incorporated by reference in other Texas statutes). To the extent that Chapter 303 of the Code is relevant to any holder of this Note for the purposes of determining the Maximum Rate, each such holder elects to determine such applicable legal rate pursuant to the “weekly ceiling,” from time to time in effect, as referred to and defined in

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Chapter 303 of the Code; subject, however, to the limitations on such applicable ceiling referred to and defined in the Code, and further subject to any right such holder may have subsequently, under applicable law, to change the method of determining the Maximum Rate.

“Obligations” means all obligations, indebtedness, and liabilities of Maker to Payee, now existing or hereafter arising, including, without limitation, the obligations, indebtedness, and liabilities of Maker under this Note (including the payment of principal and interest hereon) and the other Loan Documents and all interest accruing thereon and all attorneys’ fees and other expenses incurred in the enforcement or collection thereof.

“Person” means any individual, corporation, limited liability company, business trust, association, company, partnership, joint venture, governmental authority, or other entity.

“Security Agreement” means the Security Agreement-Pledge dated of even date herewith, executed by Maker for the benefit of Payee, as the same may be amended, supplemented, or modified from to time.

The proceeds of this Note shall be used solely for business purposes and this Note was not entered into as a consumer-goods transaction or a consumer transaction.

Maker agrees with Payee that promptly after the commencement thereof, Maker will give Payee notice of all actions, suits and proceedings before any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, affecting Maker which could have a material adverse effect on the financial condition of Maker.

Maker agrees with Payee that Maker will comply in all material respects with all laws and regulations and all agreements, contracts and instruments binding on it or affecting its properties or business.

Maker agrees with Payee that Maker will pay or discharge at or before maturity or before becoming delinquent (a) all taxes, levies, assessments and governmental charges imposed on it or its income or profits or any of its property, and (b) all lawful claims for labor, material and supplies, which, if unpaid, might become a lien upon any of its property.

Maker agrees with Payee that Maker will execute and deliver such further instruments as may be requested by Payee to carry out the provisions and purposes of this Note and the other Loan Documents and to preserve and perfect the Liens of Payee in the collateral for this Note.

Maker represents and warrants to Payee that (a) this Note is a legal, binding obligation of Maker, enforceable against Maker in accordance with its terms, (b) there are no claims pending, or to Maker’s knowledge threatened, which, if adversely determined, would have a material adverse effect on the financial condition, operations or properties of Maker, and (c) no authorization or consent of, and no filing or registration with, any court, governmental authority or third party is or will be necessary for the execution, delivery or performance by Maker of this Note and the other Loan Documents.

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All notices and other communications provided for in this Note and the other Loan Documents shall be in writing and may be telecopied (faxed), mailed by certified mail return receipt requested, or delivered to the intended recipient at the addresses specified below or at such other address as shall be designated by any party listed below in a notice to the other parties listed below given in accordance with this paragraph.

If to Maker:	Eastwood Trust 7941 Katy Freeway #529 Houston, Texas 77024 Attention: Jon Hildebrand, Trustee
If to Payee:	Muragai Financial, LLC 800 Gessner, Suite 600 Houston, Texas 77024

Except as otherwise provided in this Note or any Loan Document, all such communications shall be deemed to have been duly given when transmitted by telecopy (fax), subject to confirmation of receipt, when personally delivered or, in the case of a mailed notice, when duly deposited in the mails, in each case given or addressed as aforesaid.

Notwithstanding anything to the contrary contained herein, no provisions of this Note shall require the payment or permit the collection of interest in excess of the Maximum Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this Note or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and prevail, and neither Maker nor the sureties, guarantors, successors or assigns of Maker shall be obligated to pay the excess amount of such interest, or any other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest in excess of the Maximum Rate shall be deemed charged, required or permitted by any court of competent jurisdiction, any such excess shall be applied as a payment and reduction of the principal of indebtedness evidenced by this Note; and, if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to Maker. In determining whether or not the interest paid or payable exceeds the Maximum Rate, Maker and Payee shall, to the extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by this Note so that the interest for the entire term does not exceed the Maximum Rate.

Upon the occurrence of any Event of Default, the holder hereof may, at its option, (a) declare the entire unpaid principal of and accrued interest on this Note immediately due and payable without notice, demand or presentment, all of which are hereby waived, and upon such declaration, the same shall become and shall be immediately due and payable, (b) foreclose the security interests created by the Security Agreement or any other Loan Document, (c) offset against this Note any sum or sums owed by the holder hereof to Maker, and (d) take any and all other actions available to Payee under this Note, at law, in equity or otherwise. Failure of the holder hereof to exercise any of the foregoing options shall not constitute a waiver of the right to exercise the same upon the occurrence of a subsequent Event of Default.

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If the holder hereof expends any effort in any attempt to enforce payment of all or any part or installment of any sum due the holder hereunder, or if this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceedings, Maker agrees to pay all costs, expenses, and fees incurred by the holder, including all reasonable attorneys’ fees.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS NOTE IS PERFORMABLE IN HARRIS COUNTY, TEXAS.

Maker and each surety, guarantor, endorser, and other party ever liable for payment of any sums of money payable on this Note jointly and severally waive notice, presentment, demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, and any impairment of any collateral securing this Note, all without prejudice to the holder. The holder shall similarly have the right to deal in any way, at any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of any of said indebtedness, or to release or substitute part or all of the collateral securing this Note, or to grant any other indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder.

THIS NOTE, AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT BETWEEN MAKER AND PAYEE WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE.

EASTWOOD TRUST
By:	/s/ Jon Hildebrand
	Jon Hildebrand, Trustee

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EX-3

EXHIBIT 3

SECURITY AGREEMENT-PLEDGE

This Security Agreement-Pledge dated as of August 24, 2012 (this “Agreement”), is by and between EASTWOOD TRUST (“Pledgor”) and Muragai Financial, LLC, a Delaware limited liability company (“Secured Party”).

R E C I T A L S:

A. Secured Party is extending a loan to Pledgor in the principal amount of $361,968.75 (the “Loan”).

B. Secured Party has conditioned its obligation to make the Loan upon, among other things, the execution and delivery of this Agreement by Pledgor.

NOW THEREFOR, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Security Interest and Pledge

Section 1.1 Security Interest and Pledge. Pledgor hereby pledges and grants to Secured Party a first priority security interest in the following property (such property being hereinafter sometimes called the “Collateral”):

(a) Pledgor’s 63,238 Series Two Convertible Notes issued by Mission NewEnergy Limited, an Australian corporation, and

(b) all products and proceeds of the foregoing shares, now owned or hereafter acquired, including, without limitation, all financial assets, investment securities, investment property, cash, deposit account, letter of credit rights, electronic chattel paper, supporting obligations, and payment intangibles, monies, payments, revenues, distributions, dividends, stock dividends, securities, financial assets, security entitlements, substitutions and other property rights and interests related to or arising from the foregoing or that Pledgor is at any time entitled to receive on account of the foregoing.

All terms used in this Agreement that are defined in the Uniform Commercial Code as adopted in the State of Texas shall have the meanings specified in the Uniform Commercial Code as adopted by the State of Texas as in effect from time to time (the “UCC”).

Section 1.2 Obligations. The Collateral shall secure the following obligations, indebtedness, and liabilities (all such obligations, indebtedness, and liabilities being hereinafter sometimes called the “Obligations”):

(a) the obligations and indebtedness of Pledgor to Secured Party evidenced by that certain promissory note in the original principal amount of $361,968.75 of even date herewith, executed by Pledgor and payable to the order of Secured Party (as the same may be renewed, extended, restated and/or supplemented from time to time, the “Note”);

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(b) all future advances by Secured Party to Pledgor;

(c) all costs and expenses, including, without limitation, all attorneys’ fees and legal expenses, incurred by Secured Party to preserve and maintain the Collateral, collect the obligations herein described, and enforce this Agreement;

(d) all other obligations, indebtedness, and liabilities of Pledgor to Secured Party, now existing or hereafter arising, regardless of whether such obligations, indebtedness, and liabilities are similar, dissimilar, related, unrelated, direct, indirect, fixed, contingent, primary, secondary, joint, several, or joint and several; and

(e) all extensions, renewals, and modifications of any of the foregoing and all promissory notes given in renewal, extension or modification of any of the foregoing.

ARTICLE II

Representations and Warranties

To induce Secured Party to enter into this Agreement and the Loan Agreement, Pledgor represents and warrants to Secured Party that:

Section 2.1 Title. Pledgor owns, and with respect to Collateral acquired after the date hereof, Pledgor will own, legally and beneficially, the Collateral free and clear of any lien, security interest, pledge, claim, or other encumbrance or any right or option on the part of any third person to purchase or otherwise acquire the Collateral or any part thereof, except for the security interest granted hereunder. The Collateral is not subject to any restriction on transfer or assignment except for compliance with applicable federal and state securities laws and regulations promulgated thereunder. Pledgor has the unrestricted right to pledge the Collateral as contemplated hereby. All of the Collateral has been duly and validly issued and is fully paid and nonassessable.

Section 2.2 Principal Place of Business. Pledgor’s principal residence is at the address specified in the Note.

Section 2.3 Business Purpose. The Collateral is used, acquired and held exclusively for business purposes and no portion of the Collateral is consumer goods. The Obligations were incurred solely for business purposes and not as a consumer-goods transaction or a consumer transaction.

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ARTICLE III

Covenants

Pledgor covenants and agrees with Secured Party that until the Obligations are satisfied and performed in full:

Section 3.1 Encumbrances. Pledgor shall not create, permit, or suffer to exist, and shall defend the Collateral against, any lien, security interest, or other encumbrance on the Collateral except the pledge and security interest of Secured Party hereunder, and shall defend Pledgor’s rights in the Collateral and Secured Party’s security interest in the Collateral against the claims of all persons and entities.

Section 3.2 Sale of Collateral. Pledgor shall not sell, assign, or otherwise dispose of the Collateral or any part thereof without the prior written consent of Secured Party.

Section 3.3 Distributions. If Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a distribution in connection with any reclassification, increase, or reduction of equity or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, or in exchange for any Collateral or otherwise, Pledgor agrees to accept the same as Secured Party’s agent and to hold the same in trust for Secured Party, and to deliver the same forthwith to Secured Party in the exact form received, with the appropriate endorsement of Pledgor when necessary or appropriate undated stock powers duly executed in blank, to be held by Secured Party as additional Collateral for the Obligations, subject to the terms hereof. Any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of the issuer thereof shall be paid over to Secured Party to be held by it as additional collateral for the Obligations subject to the terms hereof; and in case any distribution of stock shall be made on or in respect of the Collateral or any property shall be distributed upon or with respect to the Collateral pursuant to any recapitalization or reclassification of the equity of the issuer thereof or pursuant to any reorganization of the issuer thereof, the property so distributed shall be delivered to the Secured Party to be held by it, as additional Collateral for the Obligations, subject to the terms hereof. All sums of money and property so paid or distributed in respect of the Collateral that are received by Pledgor shall, until paid or delivered to Secured Party, be held by Pledgor in trust as additional security for the Obligations.

Section 3.4 Further Assurances. At any time and from time to time, upon the request of Secured Party, and at the sole expense of Pledgor, Pledgor shall promptly execute and deliver all such further instruments and documents and take such further action as Secured Party may deem necessary or desirable to preserve and perfect its security interest in the Collateral and carry out the provisions and purposes of this Agreement.

Section 3.5 Notification. Pledgor shall promptly notify Secured Party of (i) any lien, security interest, encumbrance, or claim made or threatened against the Collateral, (ii) any material change in the Collateral, including, without limitation, any material decrease in the value of the Collateral, and (iii) the occurrence or existence of any Event of Default (hereinafter defined) or the occurrence or existence of any condition or event that, with the giving of notice or lapse of time or both, would be an Event of Default.

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Section 3.6 Changes. Pledgor shall not change its name or state of resident unless it shall have given Secured Party thirty (30) days’ prior written notice thereof and shall have taken all action deemed necessary or desirable by Secured Party to cause its security interest in the Collateral to be perfected with the priority required by this Agreement.

Section 3.7 Books and Records; Information. Pledgor shall keep accurate and complete books and records of the Collateral. Pledgor shall from time to time at the request of Secured Party deliver to Secured Party such information regarding the Collateral and Pledgor as Secured Party may request. Pledgor shall mark its books and records to reflect the security interest of Secured Party under this Agreement.

ARTICLE IV

Rights of Secured Party and Pledgor

Section 4.1 Power of Attorney. Pledgor hereby irrevocably constitutes and appoints Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead and in the name of Pledgor or in its own name, upon the occurrence of an Event of Default, to take any and all action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives Secured Party the power and right on behalf of Pledgor and in its own name to do any of the following, without notice to or the consent of Pledgor:

(a) to demand, sue for, collect, or receive in the name of Pledgor or in its own name, any money or property at any time payable or receivable on account of or in exchange for any of the Collateral and, in connection therewith, endorse checks, notes, drafts, acceptances, money orders, or any other instruments for the payment of money under the Collateral;

(b) to pay or discharge taxes, liens, security interests, or other encumbrances levied or placed on or threatened against the Collateral;

(c) (i) to direct any parties liable for any payment under any of the Collateral to make payment of any and all monies due and to become due thereunder directly to Secured Party or as Secured Party shall direct; (ii) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; (iii) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices, and other documents relating to the Collateral; (iv) to exchange any of the Collateral for other property upon any merger, consolidation, reorganization, recapitalization, or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depositary, transfer agent, registrar, or other designated agency upon such terms as Secured Party may determine; (v) to insure any of the Collateral; and (vi) to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral

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as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party’s option and Pledgor’s expense, at any time, or from time to time, all acts and things which Secured Party deems necessary to protect, preserve, or realize upon the Collateral and Secured Party’s security interest therein.

This power of attorney is a power coupled with an interest and shall be irrevocable. Secured Party shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges, and options expressly or implicitly granted to Secured Party in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. Secured Party shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or in its capacity as attorney-in-fact except acts or omissions resulting from its willful misconduct. This power of attorney is conferred on Secured Party solely to protect, preserve, and realize upon its security interest in the Collateral.

Section 4.2 Voting Rights. So long as no Event of Default shall have occurred and be continuing, Pledgor shall be entitled to exercise any and all voting rights relating or pertaining to the Collateral or any part thereof.

Section 4.3 Performance by Secured Party of Pledgor’s Obligations. If Pledgor fails to perform or comply with any of its agreements contained herein and Secured Party itself shall cause performance of or compliance with such agreement, the expenses of Secured Party, together with interest thereon at the maximum nonusurious per annum rate permitted by applicable law, shall be payable by Pledgor to Secured Party on demand and shall constitute Obligations secured by this Agreement.

Section 4.4 Secured Party’s Duty of Care. Other than the exercise of reasonable care in the physical custody of the Collateral while held by Secured Party hereunder, Secured Party shall have no responsibility for or obligation or duty with respect to all or any part of the Collateral or any matter or proceeding arising out of or relating thereto, including, without limitation, any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights against prior parties or any other rights pertaining thereto, it being understood and agreed that Pledgor shall be responsible for preservation of all rights in the Collateral. Without limiting the generality of the foregoing, Secured Party shall be conclusively deemed to have exercised reasonable care in the custody of the Collateral if Secured Party takes such action, for purposes of preserving rights in the Collateral, as Pledgor may reasonably request in writing, but no failure or omission or delay by Secured Party in complying with any such request by Pledgor, and no refusal by Secured Party to comply with any such request by Pledgor, shall be deemed to be a failure to exercise reasonable care.

Section 4.5 Assignment by Secured Party. Secured Party may from time to time assign the Obligations and any portion thereof and the Collateral or any portion thereof, and the assignee shall be entitled to all of the rights and remedies of Secured Party under this Agreement in relation thereto.

Section 4.6 Financing Statements. Pledgor expressly authorizes Secured Party to file financing statements showing Pledgor as debtor covering all or any portion of the Collateral in such filing locations as selected by Secured Party and authorizes, ratifies and confirms any financing statement filed prior to the date hereof by Secured Party in an jurisdiction showing Pledgor as debtor covering all or any portion of the Collateral.

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ARTICLE V

Default

Section 5.1 Events of Default. The term “Event of Default” shall mean an Event of Default as defined in the Note.

Section 5.2 Rights and Remedies. Upon the occurrence of an Event of Default, Secured Party shall have the following rights and remedies:

(a) Secured Party may declare the Obligations or any part thereof immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Pledgor; provided, however, that upon the occurrence of an Event of Default under clause (d) or clause (e) of the definition of Event of Default contained in the Note, the Obligations shall become immediately due and payable without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Pledgor.

(b) In addition to all other rights and remedies granted to Secured Party in this Agreement and in any other instrument or agreement securing, evidencing, or relating to the Obligations, Secured Party shall have all of the rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Secured Party may (i) without demand or notice to Pledgor, collect, receive, or take possession of the Collateral or any part thereof, and/or (ii) sell or otherwise dispose of the Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at Secured Party’s offices or elsewhere, for cash, on credit, or for future delivery. Pledgor agrees that Secured Party shall not be obligated to give more than ten (10) days written notice of the time and place of any public sale or of the time after which any private sale may take place and that such notice shall constitute reasonable notice of such matters. Pledgor shall be liable for all expenses of retaking, holding, preparing for sale, or the like, and all attorneys’ fees and other expenses incurred by Secured Party in connection with the collection of the Obligations and the enforcement of Secured Party’s rights under this Agreement, all of which expenses and fees shall constitute additional Obligations secured by this Agreement. Secured Party may apply the Collateral against the Obligations in such order and manner as Secured Party may elect in its sole discretion. Pledgor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay the Obligations. Pledgor waives all rights of marshalling in respect of the Collateral.

(c) Secured Party may cause any or all of the Collateral held by it to be transferred into the name of Secured Party or the name or names of Secured Party’s nominee or nominees.

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(d) Secured Party shall be entitled to receive all cash dividends payable in respect of the Collateral.

(e) Secured Party shall have the right, but shall not be obligated to, exercise or cause to be exercised all voting rights and corporate powers in respect of the Collateral, and Pledgor shall deliver to Secured Party, if requested by Secured Party, irrevocable proxies with respect to the Collateral in form satisfactory to Secured Party.

(f) Pledgor hereby acknowledges and confirms that Secured Party may be unable to effect a public sale of any or all of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obligated to agree, among other things, to acquire any shares of the Collateral for their own respective accounts for investment and not with a view to distribution or resale thereof. Pledgor further acknowledges and confirms that any such private sale may result in prices or other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner, and Secured Party shall be under no obligation to take any steps in order to permit the Collateral to be sold at a public sale. Secured Party shall be under no obligation to delay a sale of any of the Collateral for any period of time necessary to permit any issuer thereof to register such Collateral for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws.

(g) On any sale of the Collateral, Secured Party is hereby authorized to comply with any limitation or restriction with which compliance is necessary, in the view of Secured Party’s counsel, in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any applicable governmental authority.

(h) On any sale of the Collateral, Secured Party is authorized to disclaim any warranty, express or implied. Pledgor acknowledges and agrees that the foregoing action by Secured Party may result in a diminution of the proceeds from any such sale of Collateral.

ARTICLE VI

Miscellaneous

Section 6.1 Expenses. Pledgor agrees to pay on demand all costs and expenses incurred by Secured Party in connection with the preparation, negotiation, execution and enforcement of this Agreement and any and all amendments, modifications, and supplements hereto.

Section 6.2 No Waiver; Cumulative Remedies. No failure on the part of Secured Party to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Agreement preclude any other or

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further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided for in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

Section 6.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Pledgor and Secured Party and their respective heirs, successors, and assigns, intestate survivors and legal representatives and executors, as applicable, except that Pledgor may not assign any of its rights or obligations under this Agreement without the prior written consent of Secured Party.

Section 6.4 Notices. All notices and other communications provided for in this Agreement shall be given as provided in the Note; provided, however, that notwithstanding the foregoing, all notices under UCC Sections 9.208 (relating to the release of deposit accounts, electronic chattel paper, investment property and letter of credit rights), 9.209 (relating to account debtors that have been notified of the assignment to the Secured Party), 9.210 (relating to a request for accounting), 9.513 (relating to requests for termination statements) and 9.616 (explanation of calculations of surplus or deficiency) shall be effective only if sent to the following address:

Murgai Financial, LLC

800 Gessner, Suite 600

Houston, Texas 77024

Section 6.5 Applicable Law; Venue; Service of Process. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and the applicable laws of the United States of America. This Agreement has been entered into in Harris County, Texas, and it shall be performable for all purposes in Harris County, Texas. Any action or proceeding against Pledgor under or in connection with this Agreement or any other instrument or agreement securing, evidencing, or relating to the Obligations or any part thereof may be brought in any state or federal court in Harris County, Texas, and Pledgor hereby irrevocably submits to the nonexclusive jurisdiction of such courts, and waives any objection it may now or hereafter have as to the venue of any such action or proceeding brought in such court. Pledgor agrees that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified in the Note. Nothing in this Agreement or any other instrument or agreement securing, evidencing, or relating to the Obligations or any part thereof shall affect the right of Secured Party to serve process in any other manner permitted by law or shall limit the right of Secured Party to bring any action or proceeding against Pledgor or with respect to any of the Collateral in any state or federal court in any other jurisdiction. Any action or proceeding by Pledgor against Secured Party shall be brought only in a court located in Harris County, Texas.

Section 6.6 Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

Section 6.7 Survival of Representations and Warranties. All representations and warranties made in this Agreement or in any certificate delivered pursuant hereto shall survive the execution and delivery of this Agreement, and no investigation by Secured Party shall affect the representations and warranties or the right of Secured Party to rely upon them.

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Section 6.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 6.9 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 6.10 Obligations Absolute. The obligations of Pledgor under this Agreement shall be absolute and unconditional and, except upon payment and performance of the Obligations in full, shall not be released, discharged, reduced, or in any way impaired by any circumstance whatsoever, including, without limitation, any amendment, modification, extension, or renewal of this Agreement, the Obligations, or any document or instrument evidencing, securing, or otherwise relating to the Obligations, or any release, subordination, or impairment of collateral, or any waiver, consent, extension, indulgence, compromise, settlement, or other action or inaction in respect of this Agreement, the Obligations, or any document or instrument evidencing, securing, or otherwise relating to the Obligations, or any exercise or failure to exercise any right, remedy, power, or privilege in respect of the Obligations.

Section 6.11 ENTIRE AGREEMENT; AMENDMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. THE PROVISIONS OF THIS AGREEMENT MAY BE AMENDED OR WAIVED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTIES HERETO.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.

PLEDGOR:
EASTWOOD TRUST
By:	/s/ Jon Hildebrand
	Jon Hildebrand, Trustee

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SECURED PARTY:
MURAGAI FINANCIAL, LLC
By:	/s/ Stephen L. Way
	Stephen L. Way, Chairman

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