FORBEARANCE AGREEMENT

Exhibit 10.28

FORBEARANCE AGREEMENT

THIS FORBEARANCE AGREEMENT (this "Agreement"), is dated as of the 1st

day of August, 2006 (the "Effective Date"), and is by and among Tarun

Mendiratta, an individual ("Creditor") and Gwenco, Inc. ("Gwenco"). Creditor and

Gwenco are sometimes hereinafter referred to as the "Parties" and singularly as

a "Party."

For and in consideration of the mutual covenants contained herein, and

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged and confessed by the Parties, the Parties hereby agree as

follows:

1. Recitals.

(a) The Creditor is the assignee and holder of that

certain Agreed Judgment entered in favor of National City and against Gwenco,

Inc. and Albert Anderson by the Circuit Court of Boyd County, Kentucky in Case

No. 04-CI-00369 on May 20, 2005, which awards National City a judgment against

Gwenco, Inc. and Albert Anderson, jointly and severally, under a Commercial

Installment Note, dated January 20, 1997, in the amount of $94,785.62 plus

interest on the principal portion thereof at the rate of 12.75% per annum from

March 15, 2004 until paid, and awards National City a judgment against Gwenco,

Inc. and Albert Anderson, jointly and severally, under a Commercial Time Note,

dated March 20, 2001, in the amount of $289,305.29 plus interest on the

principal portion thereof at the rate of 9% per annum from March 15, 2004 until

paid, plus any applicable late charges, attorney's fees, court costs and other

collection costs;

(b) The Creditor is the assignee and holder of that

certain Order Modifying Agreed Judgment entered in favor of National City

against Gwenco, Inc. and Albert Anderson by the Circuit Court of Boyd County,

Kentucky in Case No. 04-CI-00369 on May 20, 2005, which amends the amount owed

to National City by Gwenco, Inc. and Albert Anderson under a Commercial

Installment Note, dated January 20, 1997, to $84,092.70, plus interest on the

principal portion thereof at the rate of 12.75% per annum from December 1, 2004

until paid and it amends the amount owed to National City by Gwenco, Inc. and

Albert Anderson under a Commercial Time Note, dated March 20, 2001, to

$280,311.11 plus interest on the principal portion thereof at the rate of 9% per

annum from December 1, 2004 until paid, plus any applicable late charges,

attorney's fees, court costs and other collection costs incurred (the Agreed

Judgment, as modified by the Order Modifying Agreed Judgment, being the "Gwenco

Judgment");

(c) The Creditor is the assignee and holder of that

certain Judgment entered in favor of National City against Quest Minerals &

Mining, Ltd. by the Circuit Court of Boyd County, Kentucky in Case No.

05-CI-01157 on December 22, 2005, which awards National City a judgment against

Quest Minerals & Mining, Ltd. in the amount of $37,366.83, plus $11.14 per diem

from October 21, 2005 until paid, and in the amount of $274,469.76, plus $71.17

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