LIFE ENERGY & TECHNOLOGY HOLDINGS INC
LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>leth-8k_ex10loanagr.txt
<DESCRIPTION>LOAN AGREEMENT
<TEXT>


Exhibit 10.4



                                 LOAN AGREEMENT


Agreement made this 3rd day of June 2004, by and between Life Energy  Technology
Holdings, Inc., New Orleans , La USA, a Delaware Corporation ("Life Energy") and
Diamond Ridge Advisors,  Inc 154 Andrea Lane, Blowing Rock, North Carolina 28605
("Diamond Ridge") a Delaware corporation,

Whereas Life Energy wishes to borrow and Diamond Ridge  Advisors  wishes to lend
to Life Energy or to Life Energy's Joint Venturer ("Joint  Venturer") the amount
of four hundred and fifty millions  dollars  ($450,000,000)  million dollars USD
bearing  interest  of 6% per  annum  (the  "Note"),  for ten  years  to fund the
expansion of Life Energy Primary business and the formation and funding of a new
subsidiary  for Life Energy new Oil and Gas  Division  for business in Libya and
North Africa.

Now  therefore,  in  consideration  as set  forth  below  and for good and other
valuable consideration, the parties agree as follows:

1.   Life  Energy  agrees to issue the Note to  Diamond  Ridge  Advisors  at the
closing  which shall  occur on July 2, 2004 or as  postponed  by mutual  consent
specified  date. The Note is for a period of ten years from the date of issuance
and shall bear interest at 6% per annum payable monthly.


2.   As at the closing of this Loan Agreement  scheduled for July 2, 2004,  Life
Energy  and  /or  its  Joint  Venturer  grants  to  Diamond  Ridge  Advisors  an
irrevocable  right of first  refusal for the funding of all  projects  funded by
Life Energy using these funds.  This right of first  refusal will remain in full
force and effect for five years from the date hereof.


3.   As at the closing of this Loan Agreement  scheduled for July 2, 2004,  Life
Energy  and  /or  its  Joint  Venturer  grants  to  Diamond  Ridge  Advisors  an
irrevocable  right of first  refusal for the funding  project in Libya and North
Africa.  Diamond  Ridge  has the  right  to act,  by  mutual  agreement  as lead
syndicate in those cases when Diamond Ridge is not the direct lender.


4.   Life Energy shall appoint Mr.  William  Biles of Diamond Ridge  Advisors as
Vice President of the oil and gas division.


5.   Attached hereto and made a part hereof as Exhibit A is the form of the Note


6.   Attached  hereto  and  made  a  part  hereof  as  Exhibit  B  is  a  Profit
Participation  Understanding  by and between the parties  hereto which grants to
Diamond Ridge for a period commencing on commercial production:

     a.   6.5% of Life  Energy's  interest in any project  funded  through  this
          loan.  Such  profit  participation  as above  said forth  above  shall
          include net profits as determined in accordance GAAP.  Distribution of
          the profit participation as above set forth shall occur within 30 days
          of the closing of yearly accounting.

     b.   6.5% from the Joint  Venturer  interest  in an  operational  biosphere
          unit.  Such  profit  participation  as above  said forth  above  shall
          include net profits as determined in accordance GAAP.  Distribution of
          the profit participation as above set forth shall occur within 30 days
          of the closing of yearly accounting.

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7.   Life Energy and/or its Joint Vnturer agree to execute and cause to be filed
a Uniform  Commercial  Code (UCC) lien against any  properties  acquired by Life
Energy and funded by the Note or  thereafter  by  exercise of the right of first
refusal to so fund.


8.   Representations and Warranties of the Borrower.  In order to induce Diamond
Ridge   enter  into  this   transaction,   Life  Energy   makes  the   following
representations  and  warranties.  Such  representations  and  warranties  shall
survive the closing of the transactions contemplated hereby.

     a.   Life Energy has all  requisite  power and authority to enter into this
          Agreement and to carry out the transactions contemplated hereby.

     b.   Life Energy  warrants  and  represents  that it is not now  insolvent,
          bankrupt, or contemplating bankruptcy,  that there are no legal claims
          filed or to its knowledge threatened against Life Energy.

     c.   This Agreement,  when executed and delivered,  will constitute a valid
          binding  agreement,  enforceable in accordance with the terms,  except
          such as may be limited by bankruptcy,  insolvency,  reorganization, or
          other laws affecting creditors' rights generally.

     d.   Neither the  execution  nor delivery of this  Agreement to be executed
          and delivered by Life Energy pursuant hereto,  nor the consummation by
          Life Energy of the transaction  contemplated  hereby, will require any
          authorization, consent, approval, exemption or any other action by, or
          notice to, any governmental entity.

     e.   Life Energy does not have material tax deficiencies,  federal,  state,
          foreign,  county,  local,  or other,  that  would or could  affect the
          solvency,  final status of, or otherwise compromise Life Energy in its
          ability to enter into this agreement

     f.   Within  30 days of  closing  date,  the  Borrower  shall  obtain D & O
          insurance  on the  Company and its  officers  up to five  ($5,000,000)
          million dollars.

9.   Amendment and Waiver.  This  Agreement may be amended,  or the terms hereof
waived,  only in writing and having been  executed by all of the parties to this
Agreement.


10.  Notices. All notices and other communications  hereunder shall be delivered
in  writing  and shall be deemed to have been given if  delivered  by hand [with
receipt] or facsimile  transmission [with transmission  confirmation report], or
if deposited  with a  recognized  overnight  delivery  service  [with  receipt],
addressed as follows:

          If to:     Life Energy & Technology Holdings Inc.
                     4640 South Carrollton Ave
                     Suite 2A-6
                     New Orleans, La 70119
                     Phone:  1-877-723-6315
                     Fax:    1-202-318-5380

          If to :    Diamond Ridge Advisors, Inc
                     154 Andrea Lane
                     Blowing Rock, North Carolina 28605
                     Phone:  828-295-0484
                     FAX:    828-295-4929

Or, at such other  address as may  hereafter  be  designated  by either party by
written notice given hereunder. Notices sent by facsimile transmission must show
the sender's date and time of transmission information on such copy.

Loan principal balance and must provide 30 days written notice of such intent to
terminate.


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<PAGE>


11.  Governing Law and Sites for Litigation. This Agreement shall be governed by
the laws of the State of Louisiana  without regard to any provisions or conflict
of law. The parties agree that any differences shall be filed and adjudicated in
this Governing Country.

     a.   Any dispute,  controversy or claim arising out of or in relation to or
          in connection with this Agreement or the activities  carried out under
          this  Agreement,  including  without  limitation  any  disputes  as to
          construction,  validity,  interpretation,  enforceability or breach of
          this   Agreement   shall  be  exclusively   and  finally   settled  by
          arbitration,  under the rules of  Conciliation  and Arbitration of the
          International  Chamber of Commerce,  and the American Arbitration Act,
          as such states as than enacted by three(3) Arbitrator. Each side shall
          appoint (1)  arbitrator  within thirty (30 days of the submission of a
          Notice of Arbitration.  The Party-appointed  arbitrators shall in turn
          appoint  a  presiding   arbitrator   within  30  days   following  the
          appointment of the Party-appointed arbitrators.

     b.   The  arbitration  proceedings  shall be held in  Louisiana,  USA.  The
          arbitrators  shall  have at all  times  no  financial  interest  I the
          Parties, dispute, controversy or claim.

     c.   Awards  shall be final and not subject to appeal.  Judgments  upon the
          award may be entered in any court having  jurisdiction  over the Party
          or the assets of the Party owing the  Judgment or  application  may be
          made to such court for a judicial acceptance of the award and an order
          of enforcement, as the case may be.


12.  Counterparts, Facsimile and Signatures. This Agreement may be signed in any
number of counterparts, and such shall be deemed an original together as one and
the same document.  The parties agree that facsimile signatures which copy shall
show the sender's date and time of transmission shall be deemed an original.

13.  Entire  Agreement.   This  base  Agreement  and  the  associated   Exhibits
constitute  the entire  agreement  of the  parties  with  respect to the subject
matter  hereto and  supersede  any prior or  contemporaneous  understandings  or
agreements.


IN WITNESS WHEREOF,  and intending to be legally bound hereby,  the parties have
executed this Agreement as of the day and year last below written.


         ACCEPTED ON BEHALF DIAMOND RIDGE ADVISORS, INC:

By:               /s/ Kent William Trumble
                  ---------------------------------------------------
                  Kent William Trumble

Title:            Chairman
                  Diamond Ridge Advisors

Date:             June 3, 2004


ACCEPTED ON BEHALF OF LIFE ENERGY & TECHNOLOGY HOLDINGS INC.:


By:               /s/ Dr CA McCormack
                  --------------------------------------------------
                  Dr CA McCormack,
                  B.Sc., Ph.D., N.I.H.C., M.PS., M.ARVO., F.F., Ful.S.,

Title:            Chief Executive Officer,
                  Life Energy & Technology Holdings Inc
                  for and on behalf of Life Energy & Technology Holdings Inc.

Date:             June 3, 2004




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