LOAN AGREEMENT

Exhibit 10.139

LOAN AGREEMENT

THIS LOAN AGREEMENT is between ENERGYTEC, INC. (the “Borrower”) and GLADEWATER NATIONAL BANK, a Texas Banking corporation (the “Bank”), as follows:

The Borrower desires to borrow from the Bank the amount of FOUR MILLION AND NO/100 ($4,000,000.00) DOLLARS, and the Bank is willing to lend such amounts to the Borrower, subject to and upon the terms and conditions set forth.

NOW, THEREFORE, it is agreed:

As security for and to guarantee the full and timely payment of the principal and interest on the Note and all other Indebtedness or liabilities of the Borrower to the Bank, whether now existing or hereafter arising:

1. Borrower will furnish Bank the following date:

a. Railroad Commission number and name of lease/well(s).

b. Name of lease operator and mailing address.

c. Purchaser of product, mailing address, owner and lease number.

d. Borrowers decimal interest and type (RI, ORR, WI, NRI).

2. Ownership of minerals must be in same name as borrower.

3. Lien Instruments. Borrower shall duly execute and deliver to the Bank Promissory Note, Deed(s) of Trust and Security Agreement(s), together with Financing Statement(s) pursuant to the Texas Uniform Commercial Code, and Assignment(s) of Production, in form and substance satisfactory to the Bank and its counsel, covering the property securing the Indebtedness, and any and all other documents deemed necessary by the Bank and its counsel to perfect a security interest with properties being pledged to secure payment of the loan contemplated hereunder.

4. Filing and Recording. Bank will, at Borrower’s cost and expense, cause all instruments and documents given as security pursuant to this Agreement to be duly recorded and/or filed in all places necessary, in the opinion of the Bank, to perfect and protect the Deed of Trust lien, or security interest of the Bank in the property covered thereby. Borrower hereby authorizes the Bank to file any Financing statement in respect of any security interest created pursuant to this Agreement which may at any time be required or which, in the opinion of the Bank, may at any time be desirable although the same may have been executed only by the Bank, or, at the option of the Bank, should Borrower refuse to execute same after notice from Bank, to sign such Financing Statement on behalf of the Borrower and file the same, and the Borrower hereby irrevocably designates the Bank, its agents, representative, and designees as agents and attorney in fact for the Borrower for this purpose. If, after notice and opportunity, Borrower refuses to execute any Financing Statement, and Bank signs and files such Financing Statement on behalf of Borrower as herein provided, Bank shall promptly furnish a copy of said financing Statement to Borrower. In the event that any re- recording or re-filing thereof (or the filing of any statements of continuation or

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assignment of any Financing Statement) is required to protect and preserve such mortgage, lien or security interest, the Bank will, at Borrower’s cost and expense, cause the same to be recorded and/or filed at the time and in the manner requested by the Bank.

5. Title Opinion. Borrower will furnish the Bank with Title Opinions showing Bank as first lien holder, before funding of the loan contemplated hereunder.

6. Production payments to come to Bank. Borrower hereunder has, in accordance with the Deed of Trust, Security Agreement, Financing Statement and Assignment of Production, assigned to Bank all of the oil, gas, casing head gas, condensate, and other minerals set forth in the Deed of Trust that may be produced from the mortgaged property, as defined in the Deed of Trust. Bank will notify any and all purchasers of production from the mortgaged property of said assignment(s) and provide Borrower with a copy of such notification. Bank will receive directly from the purchaser or purchasers of production all proceeds of oil and gas production accruing to the mortgaged property, for credit to Borrower hereunder. Upon receipts of the monthly run check, Bank will deposit all proceeds to Borrower’s Gladewater National Bank checking account. Proceeds in the amount of the monthly payment as described in Borrower’s note will be held until such time of the due date of each monthly payment. At that time, the regularly scheduled monthly payment will be automatically debited from Borrower’s checking account and applied to Borrower’s note. Bank will mail Borrower copies of the deposit slip as well as the check vouchers. Upon Borrower being delinquent in making payment on its note more than twice during any twelve month period, Bank shall have the right, but not the obligation, at its sole discretion, and without notice to Borrower, to apply proceeds of productions, at the time such proceeds are received by the Bank, to pay any monthly payment that is to become due and payable under the note within 30 days for receipt by the Bank of the production payment. Bank shall always have the right to apply production proceeds when received to pay any past due amount under the note. Production run checks must be made payable as follows:

Gladewater National Bank for the benefit of

ENERGYTEC, INC.

P O Box 1749

Gladewater, Texas 75647

7. Bank will automatically charge Borrower’s account for note payments of principal plus interest on the twenty seventh (27th) working day of each month, copies of transactions will be mailed to Borrower.

8. If Borrower operates the lease/wells, he will furnish Bank a list of all equipment, including serial numbers, used on pledged properties. Borrower agrees to pay for any/all inspections of equipment made by Bank or its agent.

9. Approval of Operator. Borrower will furnish Bank with the name and address of the Operator. Any change in Operators must be pre-approved by Bank. If at any time the Bank should feel that its collateral is in jeopardy due to inefficient operations, Bank may require a change in operators.

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10. Properties Operated by Borrower. If Borrower is the Operator of properties, such properties must be operated in a manner consistent with state regulatory requirements.

11. Borrowing Base. During the term of the loan contemplated hereunder, the Bank will, from time to time, re-evaluate the value of the properties pledged to secure the loan contemplated hereunder, based on pricing adjusted to market fluctuations. If such re-evaluation shall reveal that the Borrower exceeds the borrowing base of the loan (being 80% of present worth of the properties pledged, as calculated by the Bank, discounted 17.5%, or 80% of the average of the preceding 6 months’ net monthly income times 32 months, whichever is less), then and in such event, within thirty (30) day’s written notice by the Bank, the Borrower shall, as required by the Bank, either:

12. Affirmative Covenants. So long as the Borrower has any indebtedness with the Bank, Borrower will:

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13. Negative Covenants. The Borrower covenants and agrees that without written consent of the Bank it shall not:

14. Default. The Borrower shall be in default hereunder if any one of the following events of default shall occur and be continuing, namely:

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15. Waiver. No failure to exercise and no delay in exercising on the part of the Bank of any right, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder, preclude any other right power or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law or in any other agreement.

16. Survival of Agreements. All agreements, representations and warranties herein made, shall survive the execution and delivery of the Notes and the Security Instruments and the making and renewal thereof.

17. Amendment. This Agreement may not be amended except in writing signed by the Borrower, the Guarantors and the Bank.

18. Successors. This Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Bank and the successors and assigns of each party hereto.

19. Severability. In the case any one or more of the provisions contained in the Loan Documents should be invalid, illegal, or unenforceable, in any respect, the validity, legality, and enforceability of the remaining provisions contained therein shall not in any way be affected thereby.

20. Lawsuits. The Borrower certifies that there are no outstanding lawsuits in which it is named.

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AGREEMENT

This Agreement is between ENERGYTEC, INC., (the “Borrower”) and GLADEWATER NATIONAL BANK, a Texas Banking corporation (the “Bank”) as follows:

The Borrower desires to borrow from the Bank the amount of FOUR MILLION AND NO/100 ($4,000,000.00) DOLLARS and the Bank is willing to lend such amount to the Borrower subject to and upon the terms and conditions set forth:

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For value received, I promise to pay to you, or your order, at your address listed above the PRINCIPAL sum of FOUR MILLION AND N0/100 Dollars $4,000,000.00

INTEREST: I agree to pay interest on the outstanding principal balance from 02-27-2007 at the rate of 9.750 % per year until 02-28-2007.

A change in the interest rate will take effect ON THE SAME DAY.

Effect of Variable Rate: A change in the interest rate will have the following effect on the payments:

PAYMENTS: I agree to pay this note as follows:

ON DEMAND, BUT IF NO DEMAND IS MADE THEN 48 MONTHLY PAYMENTS OF $100,952.50 BEGINNING 03-27-2007. THIS IS A VARIABLE RATE LOAN AND THE PAYMENT AMOUNTS MAY CHANGE.

ADDITIONAL TERMS:

COMMERCIAL SECURITY AGREEMENT

The date of this Commercial Security Agreement (Agreement) is 02-27-2007                                                                                                                                                                                                     

SECURED DEBTS. This Agreement will secure all sums advanced by Secured Party under the terms of this Agreement and the payment and performance of the following described Secured Debts that (check one)  x    Debtor  ¨                                                 

                                                                                       (Obligor) owes to Secured Party:

PROMISSORY NOTE #8403287 DATED 02-27-2007 IN THE NAME OF ENERGYTEC, INC. IN THE AMOUNT OF $4,000,000.00

SECURITY INTEREST. To secure the payment and performance of the Secured Debts, Debtor gives Secured Party a security interest in all of the Property described in this Agreement that Debtor owns or has sufficient rights in which to transfer an interest, now or in the future, wherever the Property is or will be located, and all proceeds and products of the Property. “Property” includes all parts, accessories, repairs, replacements, improvements, and accessions to the Property; any original evidence of title or ownership; and all obligations that support the payment or performance of the Property. “Proceeds” includes anything acquired upon the sale, lease, license, exchange, or other disposition of the Property; any rights and claims arising from the Property; and any collections and distributions on account of the Property. This Agreement remains in effect until terminated in writing, even if the Secured Debts are paid and Secured Party is no longer obligated to advance funds to Debtor or Obligor.

PROPERTY DESCRIPTION. The Property is described as follows:

DEED OF TRUST COVERING 21 OIL AND GAS LEASES; 26 PRODUCING/ECONOMIC OIL WELLS LOCATED IN HOPKINS AND WOOD COUNTIES, TEXAS AS DESCRIBED ON EXHIBIT “A” ATTACHED HERETO AND MADE A PART HEREOF

USE OF PROPERTY. The Property will be used for  ¨    personal  x    business  ¨    agricultural  ¨                              purposes.

THIS WRTTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN

THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR

SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

SIGNATURES. Debtor agrees to the terms on pages 1 and 2 of this Agreement and acknowledges receipt of a copy of this Agreement.

 ^©2000 Bankers Systems, Inc., St. Cloud, MN Form SA-BUS-TX 10/24/2003 (page 1 of 2)