FIRST AMENDED AND RESTATED CASH COLLATERAL ACCOUNT AGREEMENT

Exhibit 10.2

FIRST AMENDED AND RESTATED

CASH COLLATERAL ACCOUNT AGREEMENT

     THIS FIRST AMENDED AND RESTATED CASH COLLATERAL ACCOUNT AGREEMENT (this “ Agreement ”), dated as of January 14, 2009, is entered into by and between RENEGY HOLDINGS, INC., a Delaware corporation, (collectively, “ Grantor ” and “ Borrower ”) and COMERICA BANK, a Texas corporation (hereinafter sometimes referred to as “ Secured Party ” or “ Lender ”).

WITNESSETH:

     WHEREAS , Lender has extended to Borrower a revolving line of credit facility in the principal amount not to exceed $7,250,000.00 (the “RLC”), pursuant to the terms and conditions set forth in the Credit Agreement dated March 28, 2008, as modified by the First Modification to Credit Agreement with Modifications to the Cash Collateral Account Agreement dated November 14, 2008 by and between Borrower and Lender, as further modified by the Second Modification to Credit Agreement with Modifications to the Non Revolving Line of Credit Promissory Note dated November 30, 2008 by and between Borrower and Lender, as further modified by the Third Modification to Credit Agreement with Modifications to the Non Revolving Line of Credit Promissory Note dated December 29, 2008 by and between Borrower and Lender, and as further modified by the Fourth Modification to Credit Agreement with Modifications to the Non Revolving Line of Credit Promissory Note (the “ Fourth Modification ”) of even date herewith by and between Borrower and Lender (collectively the “ Credit Agreement ”).

     WHEREAS, pursuant to the Fourth Modification, Grantor has, as of the date hereof, deposited $7,250,000.00 to the Cash Collateral Account (as defined herein) maintained and operated by Grantor with Secured Party, and/or as designated by Secured Party.

     WHEREAS , Secured Party has required as a condition precedent to the effectiveness of the Fourth Modification that Grantor execute this Agreement.

     NOW, THEREFORE , in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged the parties hereto covenant and agree as follows:

     1.  Additional Defined Terms . Capitalized terms used in this Agreement, but which are not otherwise expressly defined in this Agreement, shall have the respective meanings given thereto in the Credit Agreement. In addition, the following terms shall have the following meanings:

          “ Cash Collateral Account ”: A demand deposit account with Secured Party, Account No.                      , or any successor deposit account operated and maintained by Grantor, and/or approved by Secured Party. All references to the Cash Collateral Account shall include all subaccounts and securities thereof and all securities accounts, if any, maintained in connection therewith. All parties agree that the Account is a “deposit account” within the meaning of the UCC.

          “ Collateral ”: As defined in Section 2 below.

          “ Event of Default ”: As defined in Section 8 .

          “ Secured Obligations ”: As defined in Section 2 .

          “ UCC ”: The Uniform Commercial Code as in effect in the State of Arizona.

     2.  Security for Secured Obligations . To secure the payment and performance of the Loan by the Grantor and any and all other obligations, contingent or otherwise, whether now existing or hereafter arising, whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, joint or several, due or to become due, now existing or hereafter arising of Grantor to Secured Party or to any of Secured Party’s subsidiaries or affiliates or successors arising under or in connection with the Notes, including the Credit Agreement as the same may from time to time be amended, modified, extended, renewed or restated (the “ Secured Obligations ”), Grantor hereby sells, assigns, conveys, grants, pledges, hypothecates and transfers to Secured Party a first-in-lien-priority continuing security interest in all of Grantor’s right, title and interest in and to the following property, in each case whether certificated or uncertificated, whether now owned or existing or hereafter acquired or arising and regardless of where located (all of the same, collectively, the “ Collateral ”):

          (a) the Cash Collateral Account and all cash, checks, drafts, documents, certificates, certificates of deposit, passbooks, instruments and other amounts, if any, from time to time deposited or held (whether by physical possession, book entry or otherwise) in and/or evidencing the Cash Collateral Account, including, without limitation, all wire transfers made, or in the process of being made, and all other deposits, to the Cash Collateral Account;

          (b) all interest, cash, instruments and other property from time to time held (whether by physical possession, book entry or otherwise) in, received, receivable, or otherwise payable in respect of, or in exchange for, any or all of the foregoing;

          (c) all present and future accounts, contract rights, chattel paper (whether tangible or electronic), deposit accounts, documents, general intangibles (including, without limitation, payment intangibles and software), goods, instruments (including, without limitation, promissory notes), investment property, letter of credit rights, letters of credit, money, supporting obligations (in each case as such terms are defined in the UCC), and any other rights and interests pertaining to any of the foregoing, all documents, instruments or passbooks now or hereafter evidencing the Cash Collateral Account, all replacements, substitutions, renewals, products or proceeds of any of the foregoing, and all powers, options, rights, privileges and immunities pertaining thereto (including the right to make withdrawals therefrom); and

          (d) to the extent not covered by clauses (a) , (b) , or (c) above, all products and proceeds as defined under the UCC of any or all of the foregoing of every type.

     3.  Warranties and Covenants . Grantor hereby warrants and represents to Secured Party, and covenants and agrees with Secured Party as follows:

          (a) It is acknowledged and agreed by the parties hereto that Secured Party shall have sole and exclusive possession and control of the Collateral and that this Agreement constitutes a present, absolute and current assignment of all the Collateral and is effective upon the execution and delivery hereof. Grantor acknowledges that this Agreement is an “authenticated” record and that the arrangements established under this Agreement constitute “control” of the Cash Collateral Account, as each of these terms is defined in Article 9 of the UCC.

          (b) Grantor is and shall remain the sole, lawful, beneficial and record owner of the Collateral, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, claims of third parties and rights of set-off or recoupment whatsoever (other than those in favor of Secured Party hereunder), and Grantor has the full and complete right, power and authority to pledge and grant a security interest in the Collateral in favor of Secured Party, in accordance with the terms and provisions of this Agreement.

          (c) This Agreement creates a valid and binding first-in-lien priority pledge and assignment of and security interest in the Collateral securing the payment and performance of the Secured Obligations. Grantor has not performed and will not perform any acts which might prevent Secured Party from enforcing any of the terms and conditions of this Agreement or which would limit Secured Party in any such enforcement.

          (d) Grantor’s correct legal name, mailing address, and social security number are as set forth on Exhibit A attached hereto and by this reference made a part hereof. Grantor covenants and agrees with Secured Party that Grantor shall not change any of the matters addressed by this paragraph unless it has given Secured Party thirty (30) days prior written notice of any such change and executed at the request of Secured Party or authorized the execution by Secured Party or Secured Party’s counsel of such additional financing statements or other instruments to be filed in such jurisdictions as Secured Party may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status.

          (e) Grantor shall not transfer or permit the transfer of any of the Collateral to any other person until the full satisfaction and performance of the Secured Obligations.

     4.  General Covenants . Grantor covenants and agrees with Secured Party that so long as any of the Secured Obligations are outstanding or have not been paid or performed:

          (a) Grantor, without the prior written consent of Secured Party, which consent may be withheld by Secured Party in its sole and absolute discretion, shall not directly, indirectly or by operation of law sell, transfer, assign, dispose of, pledge, convey, option, mortgage, hypothecate or encumber any of the Collateral.

          (b) Grantor shall at all times defend the Collateral against all claims and demands of all persons at any time claiming any interest in the Collateral adverse to Secured Party’s interest in the Collateral as granted hereunder.

          (c) Grantor shall pay all taxes and other charges against the Collateral to the extent due and payable, shall not use the Collateral illegally, and shall not suffer to exist any loss, theft, damage or destruction of the Collateral and shall suffer to exist no levy, seizure or attachment of the Collateral.

          (d) Grantor authorizes Secured Party, its counsel or its representative, at any time and from time to time, at the expense of Grantor, to execute and file any financing statements or financing statement amendments or continuations, that describe or relate to the Collateral or any portion thereof in such jurisdictions as Secured Party may deem necessary or desirable to perfect its security interest in any of the Collateral and such financing statements may contain, among other items as Secured Party may deem advisable to include therein, the social security numbers of Grantor. Grantor will also obtain such waivers of lien, estoppel certificates, deposit account control agreements or subordination agreements as Secured Party may require to insure the priority of its security interest in the Collateral. Grantor shall also furnish to Secured Party such evidence as it may reasonably require to confirm the value of the Collateral, and shall do anything else Secured Party may reasonably require from time to time to establish a valid security interest in and to further protect and perfect its security interest in the Collateral.

     5.  Establishment, Operation, Maintenance, and Funding of Account and Direction .

          (a) Establishment of Deposit Account; Funding of Deposit Account . Grantor has established, and continues to operate and maintain the Cash Collateral Account with Secured Party and on or before the date hereof Grantor deposited $7,250,000 cash into such Cash Collateral Account. The Cash Collateral Account is a deposit account pledged to Secured Party, and all funds on deposit in the Cash Collateral Account shall bear interest only if and to the extent separately agreed to by Secured Party, and Grantor. All funds on deposit in the Cash Collateral Account shall be held by Secured Party free of any liens or claims on the part of creditors of the Grantor other than Secured Party.

          (b) Direction . Grantor authorizes and directs Secured Party to comply with all instructions given by Secured Party in accordance with this Agreement, including directing the disposition of the Collateral or as to any other matter relating to the Cash Collateral Account, without further consent of Grantor.

     6.  Cash Collateral Account Access . Notwithstanding anything to the contrary contained in this Agreement, Grantor shall not, without Secured Party’s consent, which may be w