GUARANTY

Exhibit 10.10

GUARANTY
(Continuing Debt - Limited)

DATE AND PARTIES .  The date of this Guaranty is January 9, 2007.  The parties and their addresses are:

LENDER:
CENTRUE BANK
201 E. Main St.
Streator, Illinois 61364
Telephone:  (815) 673-3333

BORROWER:
NOVA BIOFUELS SENECA LLC
a Delaware Limited Liability Company
2777 ALLEN PARKWAY SUITE 860
HOUSTON, Texas 77019

GUARANTOR:
NOVA HOLDING SENECA LLC
a Delaware Limited Liability Company
111 N HIGGINS AVE SUITE 400
MISSOULA, Montana 59802

1.                                       DEFINITIONS .  As used in this Guaranty, the terms have the following meanings:

A.                                     Pronouns .  The pronouns “I”, “me” and “my” refer to all persons or entities signing this Guaranty, individually and together.  “You” and “your” refer to the Lender.

B.                                     Note .  “Note” refers to the document that evidences the Borrower’s indebtedness, and any extensions, renewals, modifications and substitutions of the Note.

C.                                     Property .  “Property” means any property, real, personal or intangible, that secures performance of the obligations of the Note, Debt, or this Guaranty.

2.                                       SPECIFIC AND FUTURE DEBT GUARANTY .  For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to induce you, at your option, to make loans or engage in any other transactions with the Borrower from time to time, I absolutely and unconditionally agree to all terms of and guaranty to you the payment and performance of each and every Debt, of every type, purpose and description that the Borrower either individually, among all or a portion of themselves, or with others, may now or at any time in the future owe you, including, but not limited to the following described Debt(s) including without limitation, all principal, accrued interest, attorneys’ fees and collection costs, when

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allowed by law, that may become due from the Borrower to you in collecting and enforcing the Debt and all other agreements with respect to the Borrower.

A promissory note or other agreement, No. 811006538, dated January 9, 2007, from NOVA BIOFUELS SENECA LLC (Borrower) to you, in the amount of $2,520,000.00.

In addition, Debt refers to debts, liabilities, and obligations of the Borrower (including, but not limited to, amounts agreed to be paid under the terms of any notes or agreements securing the payment of any debt, loan, liability or obligation, overdrafts, letters of credit, guaranties, advances for taxes, insurance, repairs and storage, and all extensions, renewals, refinancings and modifications of these debts) whether now existing or created or incurred in the future, due or to become due, or absolute or contingent, including obligations and duties arising from the terms of all documents prepared or submitted for the transaction such as applications, security agreements, disclosures, and the Note.

My liability will not exceed $210,000.00 of the principal amount outstanding at default, plus accrued interest, attorneys’ fees and collection costs, when allowed by law, and all other costs, fees and expenses agreed to be paid under all agreements evidencing the Debt and securing the payment of the Debt.  You may, without notice, apply this Guaranty to such Debt of the Borrower as you may select from time to time.

3.                                       EXTENSIONS .  I consent to all renewals, extensions, modifications and substitutions of the Debt which may be made by you upon such terms and conditions as you may see fit from time to time without further notice to me and without limitation as to the number of renewals, extensions, modifications or substitutions.

A.                                     Future Advances .  I waive notice of and consent to any and all future advances made to the Borrower by you.

4.                                       UNCONDITIONAL LIABILITY.   I am unconditionally liable under this Guaranty, regardless of whether or not you pursue any of your remedies against the Borrower, against any other maker, surety, guarantor or endorser of the Debt or against any Property.  You may sue me alone, or anyone else who is obligated on this Guaranty, or any number of us together, to collect the Debt.  My liability is not conditioned on the signing of this Guaranty by any other person and further is not subject to any condition not expressly set forth in this Guaranty or any instrument executed in connection with the Debt.  My obligation to pay according to the terms of this Guaranty shall not be affected by the illegality, invalidity or unenforceability of any notes or agreements evidencing the Debt, the violation of any applicable usury laws, forgery, or any other circumstances which make the indebtedness unenforceable against the Borrower.  I will remain obligated to pay on this Guaranty even if any other person who is obligated to pay the Debt, including the Borrower, has such obligation discharged in bankruptcy, foreclosure, or otherwise discharged by law.

5.                                       BANKRUPTCY .  If a bankruptcy petition should at any time be filed by or against the Borrower, the maturity of the Debt, so far as my liability is concerned, shall be accelerated and the Debt shall be immediately payable by me.  I acknowledge and agree that this Guaranty, and the Debt secured hereby, will remain in full force and effect at all times, notwithstanding any

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action or undertakings by, or against, you or against any Property, in connection with any obligation in any proceeding in the United States Bankruptcy Courts.  Such action or undertaking includes, without limitation, valuation of Property, election of remedies or imposition of secured or unsecured claim status upon claims by you, pursuant to the United States Bankruptcy Code, as amended.  In the event that any payment of principal or interest received and paid by any other guarantor, borrower, surety, endorser or co-maker is deemed, by final order of a court of competent jurisdiction, to have been a voidable preference under the bankruptcy or insolvency laws of the United States or otherwise, then my obligation will remain as an obligation to you and will not be considered as having been extinguished.

6.                                       REVOCATION .  I agree that this is an absolute and unconditional Guaranty.  I agree that this Guaranty will remain binding on me, whether or not there are any Debts outstanding, until you have actually received written notice of my revocation or written notice of my death or incompetence.  Notice of revocation or notice of my death or incompetence will not affect my obligations under this Guaranty with respect to any Debts incurred by or for which you have made a commitment to Borrower before you actually receive such notice, and all renewals, extensions, refinancings, and modifications of such Debts.  I agree that if any other person signing this Guaranty provides a notice of revocation to you, I will still be obligated under this Guaranty until I provide such a notice of revocation to you.  If any other person signing this Guaranty dies or is declared incompetent, such fact will not affect my obligations under this Guaranty.

7.                                       PROPERTY .  I agree that any Property may be assigned, exchanged, released in whole or in part or substituted without notice to me and without defeating, discharging or diminishing my liability.  My obligation is absolute and your failure to perfect any security interest or any act or omission by you which impairs the Property will not relieve me or my liability under this Guaranty.  You are under no duty to preserve or protect any Property until you are in actual or constructive possession.  For purposes of this paragraph, you will only be in “actual” possession when you have physical, immediate and exclusive control over the Property and have accepted such control in writing.  Further, you will only be deemed to be in “constructive” possession when you have both the power and intent to exercise control over the Property.

8.                                       DEFAULT .  I will be in default if any of the following occur:

A.                                     Payments .  I fail to make a payment in full when due.

B.                                     Insolvency or Bankruptcy .  The death, dissolution or insolvency of, appointment of a receiver by or on behalf of, application of any debtor relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence by, or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization, composition or debtor relief law by or against me, Borrower, or any co-signer, endorser, surety or guarantor of this Guaranty or any Debt.

C.                                     Business Termination .  I merge, dissolve, reorganize, end my business or existence, or a partner or majority owner dies or is declared legally incompetent.

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D.                                     Failure to Perform .  I fail to perform any condition or to keep any promise or covenant of this Guaranty.

E.                                       Other Documents .  A default occurs under the terms of any other document relating to the Debt.

F.                                       Other Agreements .  I am in default on any other debt or agreement I have with you.

G.                                     Misrepresentation .  I make any verbal or written statement or provide any financial information that is untrue, inaccurate, or conceals a material fact at the time it is made or provided.

H.                                     Judgment .  I fail to satisfy or appeal any judgment against me.

I.                                          Forfeiture .  The Property is used in a manner or for a purpose that threatens confiscation by a legal authority.

J.                                       Name Change .  I change my name or assume an additional name without notifying you before making such a change.

K.                                     Property Transfer .  I transfer all or a substantial part of my money or property.

L.                                      Property Value .  You determine in good faith that the value of the Property has declined or is impaired.

M.                                   Material Change .  Without first notifying you, there is a material change in my business, including ownership, management, and financial conditions.

N.                                     Insecurity .  You determine in good faith that a material adverse change has occurred in my financial condition from the conditions set forth in my most recent financial statement before the date of this Guaranty or that the prospect for payment or performance of the Debt is impaired for any reason.

9.                                       WAIVERS AND CONSENT .  To the extent not prohibited by law, I waive protest, presentment for payment, demand, notice of acceleration, notice of intent to accelerate and notice of dishonor.

A.                                     Additional Waivers .  In addition, to the extent permitted by law, I consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty.

(1)                                  You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions.

(2)                                  You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer.

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(3)                                  You may release, substitute or impair any Property.

(4)                                  You, or any institution participating in the Debt, may invoke your right of set-off.

(5)                                  You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations.

(6)                                  I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt.

(7)                                  You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property.

(8)                                  I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability.

(9)                                  I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability.  In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property.

Any Guarantor who is an “insider,” as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently.  (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.)  Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

B.                                     No Waiver By Lender .  Your course of dealing, or your forbearance from, or delay in, the exercise of any of your rights, remedies, privileges or right to insist upon my strict performance of any provisions contained in the Debt instruments, shall not be construed as a waiver by you, unless any such waiver is in writing and is signed by you.

C.                                     Waiver of Claims .  I waive all claims for loss or damage caused by your acts or omissions where you acted reasonably and in good faith.

10.                                REMEDIES .  After the Borrower or I default, you may at your option do any one or more of the following.

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A.                                     Acceleration .  You may make all or any part of the amount owing by the terms of this Guaranty immediately due.

B.                                     Sources .  You may use any and all remedies you have under state or federal law or in any documents relating to the Debt.

C.                                     Insurance Benefits .  You may make a claim for any and all insurance benefits or refunds that may be avail