EXHIBIT 10.9

 

15 January 2008

STRICTLY CONFIDENTIAL
Refinery Science Corp. 500 W. University Ave. 419 Burges Hall El Paso, TX ###-###-####
Attention:  Mr David Rendina
President and Chief Executive Officer

Dear Sir,

Financing Engagement Agreement - Extension of Engagement

We refer to the Engagement Agreement entered into by Refinery Science Corp. and Orion Securities Inc. (now known as Macquarie Capital Markets Canada Ltd.) (“Macquarie”) on August 22, 2007 (the “Engagement Agreement”).

Capitalized expressions used in this letter have the meanings set out in the Engagement Agreement, unless otherwise stated.

Pursuant to clause 13 of the Engagement Agreement, Macquarie’s engagement was due to expire on December 31, 2007. The parties now wish to confirm in writing their agreement to extend the term of the engagement until February 28, 2008. By signing this letter below each of the Company and Macquarie confirm their agreement to vary clause 13 of the Engagement Agreement by deleting the words “December 31, 2007” and substituting “February 28, 2008”.

Would you please confirm your agreement to the terms of this extension letter by signing a copy of this letter and returning an original to us (Attention: Scott P. Hayduk, facsimile number ###-###-####).

We look forward to working with you towards a successful conclusion to the Offering.

Yours sincerely

Lee A. Pettigrew	Scott Hayduk
Managing Director	Vice President
Macquarie Capital Advisers	Macquarie Capital Advisers

 

 

 

Macquarie Capital Markets Canada Ltd.

2

 

Signature:___________________________________________

Name:______________________________________________

Title:_______________________________________________

Date:_______________________________________________

 

(The Signatory warrants that he/she is duly authorised by Refinery Science Corp. to enter into this agreement on its behalf).