REVOLVING CREDIT AGREEMENT

Exhibit 10.2

REVOLVING CREDIT AGREEMENT

     THIS REVOLVING CREDIT AGREEMENT (this “ Agreement ”) is made as of February 12, 2008, by and among RENEGY HOLDINGS, INC., a Delaware corporation (“ Borrower ”), ROBERT M. WORSLEY, an Arizona resident, CHRISTI M. WORSLEY, an Arizona resident and the Robert M. Worsley and Christi M. Worsley Revocable Trust (together with Christi M. Worsley and Robert M. Worsley, “ Lender ”).

     Borrower and Lender agree as follows:

     1.  The Revolving Credit . Lender agrees, subject to the terms and conditions hereof, to lend to Borrower from time to time from the Initial Draw Date (as defined in Section 9(a) until the Termination Date (as defined in Section 11) (the “ Commitment Period ”), such sums (each an “ Advance ” and collectively, the “ Advances ”) not to exceed $6,000,000 in the aggregate at any one time outstanding (the “ Credit ”) as Borrower may request from time to time. The Credit is subject to the terms and conditions of this Agreement and the Revolving Credit Note (the “ Note ”), which, together with this Agreement, evidences the Credit. The Note shall be in the form attached hereto as Exhibit A . Proceeds of the Credit are to be used for general corporate purposes of Borrower, including, without limitation, expenses related to the biomass power plant under construction in Snowflake, Arizona.

     2.  Reduction of Credit . Borrower shall have the right, upon at least one (1) Business Day’s (as defined in Section 5), to terminate in whole or reduce in part the unused portion of the Credit; provided that no reduction shall be permitted if, after giving effect thereto, and to any prepayment made therewith, the outstanding and unpaid principal amount of the Advances shall exceed the Credit. The Credit once reduced or terminated may not be reinstated.

     3.  Conditions to all Loans . The obligation of Lender to make any Advance is subject to its satisfaction of the following conditions precedent:

          (a)  Delivery of Note . Borrower shall have delivered the Note to Lender, properly executed by Borrower.

          (b)  No Event of Default . No Event of Default (as defined in Section 10) caused by Borrower under this Agreement shall have occurred and be continuing on the date the Advance is to be made or after giving effect to the Advance to be made.

          (c)  Borrowing Certificate . Lender shall have received, at least three (3) Business Days prior to the applicable Advance, a completed borrowing request from Borrower in the form attached hereto as Exhibit B , signed by a duly authorized officer of Borrower (other than Robert M. Worsley). Such borrowing certificate signed by Borrower shall constitute a request for an Advance by Borrower and shall be binding on Borrower.

          (d)  Representations and Warranties . The representations and warranties of Borrower contained in this Agreement shall be true and correct in all material respects as of the date of each Advance.

     4.  Payment Schedule . From the Initial Draw Date through March 31, 2009, accrued and unpaid interest shall accrue and not be due or payable until the Termination Date. From March 31, 2009 through the Termination Date, accrued and unpaid interest shall be due and payable in arrears on the first (1 ^st ) Business Day of each month commencing on May 1, 2009. The entire outstanding principal balance of the Advances made under the Credit then unpaid, together with all accrued and unpaid interest and all other amounts payable hereunder shall be due and payable in full on the Termination Date.

     5.  Interest . The unpaid principal balance of the Advances made under the Credit from day to day outstanding shall bear interest at a fluctuating rate of interest per annum equal to the Prime Rate (as defined below). The “ Prime Rate ” shall mean a fluctuating rate of interest per annum equal to the Prime Rate, as published by The Wall Street Journal as determined for each Business Day at approximately 9:00 a.m. Arizona time two (2) Business Days prior to the date in question. A “ Business Day ” is a day on which banks in Arizona are open for business. Interest shall be computed for the actual number of days which have elapsed, on the basis of a 365-day year.

     6.  Prepayments . Borrower may upon at one (1) Business Day’s notice to Lender, prepay the Credit in whole or in part with accrued interest to the date of such prepayment on the amount prepaid. Amounts repaid may be reborrowed.

     7.  Method of Payment . Borrower shall make each payment under this Agreement and under the Note not later than 5:00 p.m. Arizona time on the date when due in lawful money of the United States to the bank account specified in writing to Borrower by Lender in immediately available funds.

     8.  Representations and Warranties . Borrower and Lender make the following representations and warranties:

          (a)  Good Standing and Authority of Borrower . Borrower is duly organized, validly existing and in good standing under the laws of the State of Delaware. Borrower has corporate power and authority to transact the business in which it is engaged; is duly licensed or qualified and in good standing in each jurisdiction in which the conduct of business or ownership of property requires such licensing or such qualification, except where the failure to be so licensed or qualified could not reasonably be expected to have a material adverse effect on the business or financial condition of Borrower; and has all necessary corporate power and authority to enter into this Agreement and to execute, deliver and perform this Agreement, the Note and any other document executed in connection with this Agreement to which it is a party, all of which have been duly authorized by all proper and necessary corporate and shareholder action, as appropriate. This Agreement and the Note constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforceability of creditors’ rights generally, and subject to general principles of equity which

may limit the availability of remedies (regardless of whether enforceability is considered in a proceeding in equity or at law). To the knowledge of Borrower, the execution and delivery of this Agreement and the Note is not and will not be in violation of any agreement to which Borrower is a party (except for any violation which would not have a material adverse effect on Borrower), and no consent is required for Borrower to enter into or perform this Agreement or to execute and deliver the Note (except for any consent which would not have a material adverse effect on Borrower).

          (b)  Authority of Lender . Lender has the authority to deliver and perform this Agreement, the Note and any other document executed in connection with this Agreement to which it is a party, all of which have been duly authorized by all proper and necessary action. This Agreement and the Note constitute the legal, valid and binding obligations of Lender, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforceability of creditors’ rights generally, and subject to general principles of equity which may limit the availability of remedies (regardless of whether enforceability is considered in a proceeding in equity or at law). To the knowledge of Lender, the execution and delivery of this Agreement and the Note is not and will not be in violation of any agreement to which Lender is a party (except for any violation which would not have a material adverse effect on Lender), and no consent is required for Lender to enter into or perform this Agreement or to execute and deliver the Note (except for any consent which would not have a material adverse effect on Lender).

     9.  Covenants .

          (a)  Lender Covenants .

               (i) On or before March 31, 2008 (the “ Initial Draw Date ”), Lender shall have a minimum of $6,000,000 of the Credit available in cash for Advance(s) to Borrower.

               (ii) If, by March 5, 2008, Lender is unable to establish for Borrower a line of credit for $6,000,000 with a bank or other financial institution reasonably acceptable to Borrower on commercially reasonable terms that are acceptable to Borrower in its reasonable discretion, and which shall be personally guaranteed by Lender, Lender agrees to use its best efforts to grant to Borrower a security interest in Lender’s personal assets in order to secure Lender’s obligations to make Advances, pursuant to this Agreement.

          (b)  Borrower Covenants .

               (i) So long as any part of the Credit is unpaid, or there exists any commitment of Lender to make Advances Borrower will maintain its corporate existence in good standing and remain or become duly licensed or qualified and in good standing in each jurisdiction in which the conduct of its business or ownership of its property requires such qualification or licensing except where the failure to do so could not reasonably be expected to have a material adverse effect on the business of Borrower.

               (ii) Borrower agrees to release any security interest in Lender’s assets granted in accordance with Section 9(a)(ii), upon the full funding of the Advances.

     10.  Events of Default . The occurrence of any one or more of the following events shall constitute an event of default (each an “ Event of Default ”):

          (a)  Nonpayment . Nonpayment when due, whether by acceleration or otherwise, of principal of or interest on the Note or of any cost or expense provided for in this Agreement, within five (5) Business Days after written notice thereof by Lender to Borrower.

          (b)  Covenants . Default in the observance of covenants or agreements contained in this Agreement or the Note, which is not remedied within thir