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Date: 9/28/2009

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                                                                   Exhibit 10.15

                                                                PS - FORM 1550IP
                                                          REVISED APRIL 29, 2008
                                                          AGREEMENT NO.CSX636225

                           PRIVATE SIDETRACK AGREEMENT

     THIS AGREEMENT, Made and effective as of June 4, 2009, by and between CSX
TRANSPORTATION, INC., a Virginia corporation, whose mailing address is 500 Water
Street, Jacksonville, Florida 32202, hereinafter called "Railroad," and METHES
ENERGIES CANADA, INC. a Corporation of Ontario, Canada, whose mailing address is
5-4170 Sladeview Crescent, Mississauga, Ontario, Canada L5L0A1, hereinafter
called "Industry," WITNESSETH:

1.      PURPOSE:

     1.1    The purpose of this Agreement is to detail the provisions of the
maintenance and use of Private Sidetrack for the tender and receipt of rail
freight traffic for the account of Industry. The private sidetrack(s), which
consists of the track structure (rails, ties and fastenings), ballast, grading,
drainage structure, turnout, bumping post and other appurtenances (hereinafter
the "Sidetrack"), is located at or near Sombra, in the County of , Province of
Ontario, as shown on attached drawing(s) labeled Property of Methes Energies
(hereinafter the "Plan").


     2.1    The Sidetrack, as shown on the Plan, has been constructed. Railroad
owns that portion of Track from Point of Switch (hereinafter "P.S.") in
connecting mainline track (hereinafter called "Railroad's Segment"). Industry
owns the remainder of the tracks (hereinafter called "Industry's Segment").

     2.2    Industry represents that is now owns or controls the property served
by the Sidetrack, formerly covered by Agreement dated March 18, 1992, Agreement
CSX016220 between CSX Transportation, Inc. and the Chinook Group. Upon execution
of this Agreement, the aforementioned Agreement is hereby superseded and


     3.1    Industry agrees, at its sole expense, to comply with all applicable
laws and regulations and to obtain all necessary governmental permits,
authorizations, orders and approvals (hereinafter collectively "Governmental
Requirement(s)") necessary for the construction, maintenance and use of the
Sidetrack. Industry agrees to assume the cost of Railroad's defense and to
otherwise indemnify and hold Railroad harmless from Industry's failure to comply
with or to obtain the Governmental Requirement(s).


     4.1    Railroad and Industry, at their own expense, shall inspect, maintain
and renew their respective Segments of the Sidetrack: (A) in accordance with the
National Transportation Agency's Track Safety Standards; and (B) in a safe
condition, consistent with the operating circumstances and amount of use. Prior
to each entry of Industry upon Industry's Segment of the Sidetrack for
maintenance or renew purposes, Industry shall contact local representatives of
Railroad's Operating and Engineering Departments and obtain the agreement from

                                   Page l of 9


                                                                PS - FORM 1550IP
                                                          REVISED APRIL 29, 2008
                                                          AGREEMENT NO.CSX636225

those representatives for the dates and amount of time that Industry's Segment
will be out of service for such maintenance or renewal purposes. Additionally,
both Industry and Railroad agree to keep their respective Segments free from
debris, weeds, potholes, ice or snow, poles, temporary or permanent structures,
other obstructions (Example: parked vehicles), and/or excavations. Railroad
shall have the right, but not the duty, to inspect Industry's Segment.


     5.1    Industry agrees to provide and maintain: (A) the lateral clearance
requirements (at least eight feet, six inches [8'6"] from either side of the
centerline of the Sidetrack, as increased for flat curves, superelevated curves
and approaches thereto); and (B) the vertical clearance requirements (at least
twenty-two feet [22'0"] above the top of the rail), both as detailed in the
Specifications, for the entire length of the Sidetrack. Any clearance not in
compliance with the foregoing is a "Close" clearance. Each party further agrees
to provide and maintain increased lateral and/or vertical clearances, to the
extent required by applicable statutes or regulations. Lateral and vertical
clearances for power poles and lines must also comply with the National Electric
Safety Code (NESC).

     5.2    Notwithstanding the foregoing, Industry may maintain Close
clearances if: (A) Industry obtains a waiver from any conflicting Governmental
Requirement(s); and (B) plans for such Close clearances have been provided to
Railroad and are not rejected within sixty (60) days after the date of receipt.
Industry agrees to install, maintain and replace (at its sole expense) any
warning signs or lighting or make other adjustments regarding such Close
clearances as may be required by Railroad or any Governmental Requirement(s).

     5.3    Any gate installed by Industry across the Sidetrack must provide an
appropriate clearance, as provided in the Specifications, and must be equipped
with a double-end bar hasp so that Railroad may install its own lock. If
Railroad is unable to open the gate to deliver or retrieve railcars, Industry
shall reimburse Railroad for its costs of making an additional trip to the

6.      RIGHT-OF-WAY:

     6.1    Industry is responsible for obtaining all necessary right-of-way
(through ownership, easement, permit or otherwise), for its Segment of the
Sidetrack that is not located on Railroad's right-of-way. The width of such
right-of-way must be, at a minimum, sufficient to provide for the Sidetrack and
clearances, cuts, fills, drainage ditches, walkways or roads, as determined by

     6.2    Industry may use Railroad's right-of-way for a portion of Industry's
Segment, if shown on the Plan. Such use, not to exceed six and one-half feet (6
1/2') from either side of the centerline of the Sidetrack, is granted only for
the Term of this Agreement. Industry acknowledges that such use is not adverse
to Railroad's title, and does not constitute the granting of any right, title,
casement or license to Railroad's right-of-way.

                                  Page 2 of 9

                                                                PS - FORM 1550IP
                                                          REVISED APRIL 29, 2008
                                                          AGREEMENT NO.CSX636225

     6.3    Railroad may use Industry's right-of-way for a portion of Railroad's
Segment, if shown on the Plan. Such use, not to exceed six and one-half feet (6
1/2') from either side of the centerline of the Sidetrack, is granted only for
the Term of this Agreement. Railroad acknowledges that such use is not adverse
to Industry's title, and does not constitute the granting of any right, title,
casement or license to Industry's right-of-way.

     6.4    Industry shall not construct or allow the construction of any road
(public or private), gate, tunnel, bridge, culvert, pit, gas-line, pipe or
similar items on, over, under or along the entire Sidetrack or right-of-way
without the written permission of Railroad. If Railroad's permission is granted,
Industry understands that a separate agreement might be necessary and that
Industry shall be responsible for the construction, maintenance, repair and
removal costs of the foregoing items and ancillary structures, unless otherwise
stated therein.

     6.5    Industry shall not block or permit the blockage of the sight view
area of any road crossing over the Sidetrack.


     7.1    Railroad agrees, pursuant to the provisions of this Agreement, its
tariffs, circulars, rules and rail transportation contracts, and subject to any
necessary approval by the National Transportation Agency or other authority
having jurisdiction therein, to operate over the Sidetrack in the delivery,
placement and removal of railcars consigned to or ordered by Industry, at such
times established by Railroad. Railroad may also use Industry's Segment of the
Sidetrack for its own general or emergency operating purposes, so long as such
purposes do not materially affect the use of the Sidetrack for rail service to
Industry. Industry agrees to abide by all applicable provisions of this
Agreement and Tariffs CSXT 8100/8200 Series, including, without limitation,
those addressing responsibility for and payment of demurrage and other
accessorial charges. Railroad reserves the right to cancel the Agreement for any
breach of such provisions.

     7.2    Industry shall not permit the use of the Sidetrack by or for the
account of third parties without the written consent of Railroad. If such use
occurs without such consent, Industry assumes the same responsibilities, as
stated in this Agreement for such use as if for its own account. Railroad shall
not be required to provide rail service to such third parties.

     7.3    Railroad shall be deemed to have delivered any railcar consigned to
or ordered by Industry when such railcar has been placed on Industry's Segment,
so as to allow access by Industry, and Railroad's locomotive has uncoupled from
the railcar. At that time, Railroad shall be relieved of all liability as a
common or contract carrier or as a bailee, and possession of the railcar and its
contents shall be transferred to Industry. Similarly, any obligation of Railroad
as a common or contract carrier or as a bailee shall not begin until it has
coupled its locomotive to the loaded railcar and departed the Sidetrack.

     7.4    Industry is responsible for all railcars and their contents while in
Industry's possession and assumes all responsibility for payment of all damage
to any railcar and its contents that may occur during that time, even if caused
by third parties.

                                  Page 3 of 9

                                                                PS - FORM 1550IP
                                                          REVISED APRIL 29, 2008
                                                          AGREEMENT NO.CSX636225

     7.5    If Railroad is unable to deliver a railcar on the Sidetrack for
loading or unloading due to the acts of Industry or any third party, then such
railcar will be considered as constructively placed for demurrage purposes at
the time of attempted delivery.


     8.1    The following provisions apply when the Sidetrack is used for the
delivery or tender of any dangerous, flammable, explosive or hazardous commodity
(hereinafter "Hazardous Materials"), as determined by the by Transport Canada
under the Transportation of Dangerous Goods Act & Regulations, as amended from
time to time.

     8.2    No Hazardous Materials shall be placed: (A) on the Sidetrack (except
railcar shipments); (B) within the clearance requirements established herein; or
(C) within one hundred (100) feet of Railroad's connecting mainline track.

     8.3    Industry shal 

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