Unassociated Document


    EXHIBIT
      10.79

    
 

    J.
      ARON & COMPANY

    


    May
      30,
      2008

    
 

    
      	
              TekOil
                and Gas Gulf Coast, LLC

            	
              Via
                Telecopy and Certified Mail No.7160 3901 9842 8489
                8854

            
	
              25050
                I-45 North, Suite 525

            	
              Return
                Receipt Requested

            
	
              The
                Woodlands, Texas 77380

            	 
	
              Attn:
                Mr. Mark Western

            	 
	 	 
	
              TekOil
                & Gas Corporation

            	
              Via
                Telecopy and Certified Mail No. 7160 3901 9842 8489
                8861

            
	
              25050
                I-45 North, Suite 525

            	
              Return
                Receipt Requested

            
	
              The
                Woodlands, Texas 77380

            	 
	
              Attn:
                Mr. Mark Western

            	 
	 	 
	
              Mr.
                Mark Western

            	
              Via
                Telecopy and Certified Mail No. 7160 3901 9842 8489
                8878

            
	
              5036
                Dr. Phillips Blvd, #232

            	
              Return
                Receipt Requested

            
	
              Orlando,
                Florida 32819

            	 


    

    


    
      	
              Re:

            	
              NOTICE
                OF FORECLOSURE SALE (this “Foreclosure
                Notice”)
                in connection with the following documents:


            


    

    


    
      	 	
              (a)

            	
              Credit
                and Guaranty Agreement dated as of May 11, 2007 (as amended, the
                “Credit
                Agreement”),
                executed by TekOil and Gas Gulf Coast, LLC, a Delaware limited company
                (“Borrower”),
                TekOil & Gas Corporation, a Delaware corporation (“Parent”),
                the lenders party to the Credit Agreement (“Lenders”),
                J. Aron & Company, as Lead Arranger and as Syndication Agent, and J.
                Aron & Company, as Administrative Agent for such Lenders
                (“Administrative
                Agent”).
                Capitalized terms used herein and not otherwise defined shall have
                the
                meanings set forth in the Credit Agreement.

            
	 	 	 
	 	
              (b)

            	
              Note
                dated as of May 11, 2007, executed by Borrower payable to the order
                of
                Administrative Agent, in the principal amount of
                $50,000,000;

            
	 	 	 
	 	
              (c)

            	
              Pledge
                Agreement dated as of May 11, 2007 executed between Parent and
                Administrative Agent; and

            
	 	 	 
	 	
              (d)

            	
              Limited
                Guaranty dated October 24, 2007, (the “Limited
                Guaranty”)
                executed by Mark S. Western (“Western”)
                in favor of Administrative Agent for the benefit of the Lenders.
                

            


    

    


     

      
        

      

    

    


    Borrower,
      Parent and Western:

    


    Administrative
      Agent has notified Borrower, Parent, and Western of the existence of certain
      Events of Default under the Credit Agreement, which Events of Default are
      continuing. Additionally, by correspondence dated May 29, 2008,
      you were
      each informed that - among other things - (A) all Obligations, including the
      unpaid principal amount of and accrued interest on the Loans (collectively,
      the
      "Past
      Due Sums"),
      were
      then (and remain) immediately due and payable, and (B) Administrative Agent
      has
      been instructed by Lenders to enforce any and all Liens and security interests
      created pursuant to the Security Documents. Accordingly, this letter will serve
      as notice to you of the following:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    May 30, 2008

    Page 2

    


    


    1. Payment
      of the Past Due Sums has not been made and the Past Due Sums remain unpaid
      and
      immediately due and payable. There are currently no modification, renewal,
      extension, or settlement agreements between Borrower, Parent or Western and
      Administrative Agent with regard to the Past Due Sums, and all proposals made
      in
      that regard for any of the foregoing are hereby rejected.

    


    2. Enclosed
      is a notification being sent to you and the persons copied by this letter of
      the
      intended disposition of the Collateral (hereafter defined). In addition, you
      are
      hereby notified as follows:

    


    To: TekOil
      & Gas Corporation

    


       
      From: J.
      Aron
& Company, as Administrative Agent, 1000 Louisiana, Suite 550, Houston,
      Texas 77002, Attn. John Howie, Phone 713-658-2682.

    


    Administrative
      Agent will sell the Collateral referenced on the attached Exhibit
      A,
      to the
      highest qualified bidder in public as follows:

     

       
      Day and Date: Tuesday
      ,
      June 10, 2008

       
      Time:  11:00
      a.m.,
      Houston, Texas time

       
      Place: Offices
      of Haynes and Boone, LLP, 1221 McKinney, Suite 2100, Houston, TX 77010


    


    You
      are
      entitled to an accounting of the unpaid indebtedness secured by the property
      that Administrative Agent intends to sell. You may request an accounting by
      calling Administrative Agent at 713-658-2682.

    


    If
      any
      party who receives this letter is a debtor in a bankruptcy proceeding subject
      to
      the provisions of the United States Bankruptcy Code (Title
      11
      of the
United
      States Code,
      the
“Code”),
      then
      this letter is merely intended to be written notice that formal demand has
      been
      made in compliance with the Transaction Documents and applicable law. In such
      event, this letter is neither an act to collect, assess, or recover a claim
      against such party, nor is this letter intended to violate any provisions of
      the
      Code. All claims that Administrative Agent and each Lender assert against such
      party will be properly asserted in compliance with the Code and such party’s
      respective bankruptcy proceedings.

    


    Under
      no
      circumstances or contingencies shall the interest accrued, charged, or collected
      under, or in connection with, the Credit Agreement and the other Transaction
      Documents exceed the maximum amount of interest permitted by applicable law.
      In
      addition, all of Administrative Agent’s and each Lenders’ claims, demands, and
      accruals regarding the Obligations, whenever made, whether for principal,
      interest, or otherwise, are intended to comply in all respects, both
      independently and collectively, with all applicable usury laws and are
      accordingly limited so that applicable usury laws are not violated.

    


    Nothing
      contained in this letter is intended to waive any Default or Event of Default,
      or waive any rights, remedies, or recourses available to Administrative Agent
      or
      any Lender, nor be an election of remedies resulting from any default with
      respect to the Credit Agreement and the other Transaction Documents. This
      Foreclosure Notice is delivered to Borrower, Parent and Western on behalf of
      the
      Administrative Agent and the Lenders and is not intended and shall not be
      construed to be delivered for the benefit of any third party. You may contact
      Administrative Agent at 1000 Louisiana, Suite 550, Houston, Texas 77002,
      Attention: John Howie (713) 658-2682, regarding any questions that you may
      have,
      including the outstanding balance of the Past Due Sums as of any particular
      date.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      May 30, 2008

      Page 2


    

    


    Sincerely,

    J.
      ARON & COMPANY,

    as
      Lead
      Arranger, Syndication Agent, 

    Administrative
      Agent, Lender Counterparty and a Lender

    


    


    
      	
              By:

            	
              /s/
                Susan Rudov

            
	 	
              Authorized
                Signatory

            


    

    


    
      	
              cc:

            	
              John
                Howie, J.
                Aron & Company

            
	 	
              Charlie
                Beckham, Haynes and Boone, LLP

            
	 	 
	 	
              Baker
                & Hostettler LLP

            
	 	
              SunTrust
                Center

            
	 	
              200
                S. Orange Ave, Suite 2300

            
	 	
              Orlando,
                FL 32802

            
	 	
              Attention:
                Ken Wright

            
	 	
              Telecopier:
                407 841-0168

            
	 	 
	 	
              Neligan
                Foley LLP

            
	 	
              325
                North St. Paul, Suite 3600

            
	 	
              Dallas,
                Texas 75201

            
	 	
              Attention:
                Nick Foley

            
	 	
              Telecopier:
                214 840 5301

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

    TO

    NOTICE
      OF FORECLOSURE SALE

    


    


    The
      Collateral subject to this Foreclosure Notice is, based on pledge documentation
      executed by TekOil & Gas Corporation (“Pledgor”),
      composed of all of Pledgor's
      right,
      title and interest in, to and under the following, in each case whether now
      owned or existing or hereafter acquired or arising and wherever located (all
      of
      which being hereinafter collectively referred to as the "Collateral"):

    


    (a) Pledged
      Membership Interests; and

     

    
      	 	
              (b)

            	
              all
                Proceeds, products, accessions, and profits of or in respect of any
                of the
                foregoing.

            


    

     

    "Pledged
      Membership Interests"
      shall
      mean all membership interest in TekOil and Gas Gulf Coast, LLC, whether now
      outstanding or issued hereafter including as listed below and the certificates,
      if any, representing such membership interests and any interest of Pledgor
      on
      the books and records of such limited liability company or on the books and
      records of any securities intermediary pertaining to such interest and all
      dividends, distributions, cash, warrants, rights, options, instruments,
      securities and other property or proceeds from time to time received, receivable
      or otherwise distributed in respect of or in exchange for any or all of such
      membership interests.

     

    
      	
              Pledgor

            	
              Limited
                Liability Company

            	
              Certificated
                (Y/N)

            	
              Certificate
                No. (if any)

            	
              %
                of Outstanding Membership Interests of the Limited Liability
                Company

            
	
              Tekoil
                & Gas Corporation

            	
              Tekoil
                and Gas Gulf Coast, LLC

            	
              N

            	
              N/A

            	
              75%

            


    

    


     

    "Proceeds"
      shall
      mean: (i) all "proceeds" as defined in Article 9 of the UCC, (ii) payments
      or
      distributions made with respect to any Pledged Membership Interest and (iii)
      whatever is receivable or received when Collateral or proceeds are sold,
      exchanged, collected or otherwise disposed of, whether such disposition is
      voluntary or involuntary.

     

    "UCC"
      shall
      mean the Uniform Commercial Code as in effect from time to time in the State
      of
      New York or, when the context implies, the Uniform Commercial Code as in effect
      from time to time in any other applicable jurisdiction.