Negative Pledge between TOV Energy-Servicing Company Esko Pivnich, Pari, Ltd and Dutchess, dated March 26, 2007

THIS AGREEMENT dated as of the 26^th day of March, 2007.

FROM:

 

(hereinafter called the "Covenantor")

OF THE FIRST PART

T O :

(hereinafter called the "Lender")

OF THE SECOND PART

WHEREAS pursuant to one or more promissory notes or debentures (the “Credit Facilities”) between Sunrise Energy Resources, Inc. (the “Company”), the Lender has agreed to make certain loans and other financial accommodations to the Company, upon the terms and conditions set forth therein (the "Loan Agreement");

AND WHEREAS the Covenantor is a wholly-owned subsidiary of the Company;

AND WHEREAS it is a condition of the establishment of the Credit Facilities by the Lender that the Covenantor enter into this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the Covenantor), the Covenantor represents, covenants and agrees in favor of the Lender as follows:

1.          The Covenantor hereby represents and warrants to the Lender that it has not granted any lien, charge, security interest, hypothec, mortgage or encumbrance in favor of any third party.

2.          The Covenantor hereby covenants and agrees to and in favor of the Lender that it will not grant, any lien, charge, security interest, hypothec, mortgage or encumbrance of any nature or kind over any property which it may hereafter acquire and that immediately upon acquiring any such property, it shall notify the Lender in writing of such acquisition and shall grant to and in favor of the Lender any lien, charge, security interest, hypothec, mortgage or encumbrance which the Lender may request.

3.          This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts and shall be binding upon the heirs, executors, administrators, personal representatives, successors and assigns of the Covenantor.

 

IN WITNESS WHEREOF the Covenantor has executed this Agreement as of the 26^th day of March, 2007.

 

	By:	/s/
		[Authorized Signing Officer]

 

 

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