AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE

Exhibit 10.3 THIS HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Original Issue Date: March 3, 2008
Amended and Restated Date: September 2, 2008 $550,000 AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE
DUE
December 31, 2009 FOR VALUE RECEIVED, BioGold Fuels Corporation, a Nevada corporation (the "Company") promises to pay to Heritage Holding Group, LLC, a California limited liability company or its registered assigns (the "Holder"), the outstanding principal sum of up to $550,000 on or before December 31, 2009 as set forth below (the "Maturity Date"). This Amended and Restated Note (the "Note") is issued pursuant to the Senior Secured Note Purchase Agreement, dated March 3, 2008. RECITALS WHEREAS, on March 3, 2008, the Company issued a Senior Secured Promissory Note to Holder in the aggregate principal amount of $550,000 (the "Original Note"); and WHEREAS, Maker and Holder now desire to amend and restate the Original Note in its entirety and enter into this Note.

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NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: Section 1. Definitions . For the purposes hereof, the following terms shall have the following meanings: "Business Day" means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions in the State of California are authorized or required by law or other government action to close. "Event of Default" shall have the meaning set forth in Section 6. "Maturity Date" shall have the meaning set forth in Section 4 of this Note. "Original Issue Date" shall mean the date of the first issuance of this Note regardless of the number of transfers of this Note and regardless of the number of instruments which may be issued to evidence this Note. "Principal" shall mean the following:

"Parties" means BioGold Fuels Corporation and Heritage Holding Group, LLC. "Person" means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency. "Trading Day" means a day on which the Common Stock is traded on a Trading Market. "Trading Market" means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the Nasdaq SmallCap Market, the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market or the OTC Bulletin Board. Section 2. Interest. (a) Payment of Interest. The Company shall pay interest to the Holder on the aggregate outstanding Principal amount of this Note at the annual rate of 15%, payable upon the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be due on the next succeeding Business Day) (each such date, an "Interest Payment Date"). (b) Interest Calculations. Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Original Issue Date based upon the Principal outstanding until payment in full of the Principal sum, together with all accrued and unpaid interest has been made.

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Section 3. Conversion . (a) Conversion Right. The Holder shall have the right from time to time, and at any time on or prior to the Maturity Date, to convert all or any part of the outstanding and unpaid principal amount and interest of this Note into fully paid and non-assessable shares of the Company’s common stock (the "Stock") at the conversion price (the "Conversion Price") determined as provided herein (a "Conversion"). The number of shares of Stock to be issued upon conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit B (the "Notice of Conversion"), delivered to the Company by the Holder in accordance with Section 3(d) below; provided that the Notice of Conversion is submitted by facsimile (or by other means resulting in, or reasonably expected to result in, notice) to the Company before 5:00 p.m. California Time on such conversion date (the "Conversion Date"). The term "Conversion Amount" means, with respect to any conversion of this Note, the sum of (i) the principal amount of this Note to be converted in such conversion plus (ii) accrued and unpaid interest. (b) Conversion Price. Subject to adjustment as provided for in Section 3(f), the initial conversion price in effect on any Conversion Date shall be the lesser of (i) $0.10 per share of common stock or (ii) the price per share of common stock sold by the Company in any equity financing (not including stock sales or issuances to employees, consultants, directors or strategic partners). (c) Authorized Shares. The Company covenants that during the period the conversion right exists, the Company will reserve from its authorized and unissued Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Stock upon the full conversion of this Note. The Company represents that such shares, upon issuance, will be duly and validly issued, fully paid and non-assessable. In addition, if the Company shall issue any securities or make any change to its capital structure which would change the number of shares of Stock into which the Note shall be convertible at the then current Conversion Price, the Company shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Company (i) acknowledges that it will irrevocably instruct its transfer agent to issue certificates for the Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Stock in accordance with the terms and conditions of this Note. (d) Method of Conversion. (i) Mechanics of Conversion. This Note may be converted by the Holder in whole or in part at any time from time to time by (A) submitting to the Company a Notice of Conversion (by facsimile or other reasonable means of communication dispatched on the Conversion Date prior to 5:00 p.m. California Time) and (B) subject to Section 3(d)(ii), surrendering this Note at the principal office of the Company.

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(ii) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the entire unpaid principal amount of this Note is so converted. The Holder and the Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error; provided that the Holder shall provide the Company with all such records and related calculations and documents for review by the Company. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof. (iii) Payment of Taxes. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof, or the transferee or transferees of such transfer, shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (iv) Delivery of Stock Upon Conversion. Upon receipt by the Company from the Holder of a facsimile transmission (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 3(d), the Company shall issued and deliver to the Holder certificates for the Stock issuable upon such conversion within five (5) business days after such receipt (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof. (v) Obligation of Company to Cause Delivery of Stock. Upon receipt by the Company of a Notice of Conversion in accordance with this Section 3(d), the Holder shall be deemed to be the holder of record of the Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Section 3, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Company’s obligation to issue and deliver the certificates for Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Company before 5:00 p.m. California Time, on such date.

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(e) Concerning the Shares. The shares of Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv) such shares are transferred to an "affiliate" (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with this Section 3(e) and who is an accredited investor. Until such time as the shares of Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the public sale of