TERM LOAN NOTE

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$500,000.00                                                        June 21, 1999

Maker:

         FIELDPOINT PETROLEUM CORPORATION
         P.O. Box 200685
         Austin, Texas 78720

Payee:

         UNION PLANTERS BANK, N.A.
         5005 Woodway
         Houston, Texas 77056

         FOR VALUE RECEIVED,  the undersigned  Maker named above promises to pay
to the order of Payee  named above at its offices at the address set forth above
in lawful  money of the United  States of  America,  the  principal  sum of FIVE
HUNDRED  THOUSAND and no/100 DOLLARS  ($500,000.00) or so much thereof as may be
advanced and outstanding  pursuant to the Credit Agreement of even date herewith
by and between Maker and Payee (the "Credit Agreement"),  together with interest
on the principal balance from time to time remaining unpaid at the rate and upon
the terms provided in this Note.  Unless otherwise  defined herein or unless the
context hereof otherwise requires, each term used herein with its initial letter
capitalized has the meaning given to such term in the Credit Agreement.

1. Schedule of Payments.  Commencing  on July 21, 1999,  and again on August 21,
1999, Maker shall pay all accrued and unpaid interest,  without any reduction of
principal;  thereafter,  commencing  September  21,  1999,  and each  successive
calendar  month  thereafter,  Maker shall make  forty-eight  (48) equal  monthly
payments of  $10,416.67,  together  with all accrued  and unpaid  interest.  The
unpaid balance of all principal and all accrued but unpaid interest shall be due
and payable on August 21, 2003, the Maturity Date.

2.  Interest  Rate.  The unpaid  principal  balance from day to day  outstanding
hereunder shall bear interest at a rate per annum which shall from day to day be
equal to the lesser of (a) the Floating Base Rate, as  hereinafter  defined (the
"Contract Rate;" calculated on the basis of actual days elapsed, but computed as
if each calendar year consisted of 360 days), or (b) the Highest Lawful Rate.

         Notwithstanding the foregoing, if at any time the Contract Rate exceeds
the Highest  Lawful  Rate,  the rate of interest  hereon shall be limited to the
Highest Lawful Rate,  but any  subsequent  reductions in the Contract Rate shall
not reduce the rate of interest  hereon below the Highest  Lawful Rate until the
total  amount of  interest  accrued  hereon  approximately  equals the amount of
interest  which would have accrued  hereon if a rate equal to the Contract  Rate
had at all times been in  effect.  In the event  that at  maturity  of this Note
(stated or by acceleration),  or at final payment of this Note, the total amount
of interest  paid or accrued  hereon is less than the amount of  interest  which
would have accrued  hereon if the Contract Rate had at all times been in effect,
then at such time and to the extent  permitted by law,  Maker shall pay to Payee
an amount  equal to the  difference  between  (x) the  lesser  of the  amount of
interest  which would have accrued  hereon if the Contract Rate had at all times
been in effect and the amount of interest which would have accrued hereon if the
Highest  Lawful  Rate had at all times  been in  effect,  and (y) the  amount of
interest  actually paid or accrued on this Note. Each change in the rate charged
hereunder shall, subject to the foregoing,  become effective,  without notice to
Maker,  upon the effective  date of each change in the Floating Base Rate or the
Highest Lawful Rate, as the case may be.

         As used  herein,  the term (x)  "Floating  Base  Rate"  means the prime
interest rate as quoted by the Wall Street  journal from time to time,  plus one
percent,  floating, (y) "Highest Lawful Rate" means the maximum rate (or, if the
context so requires,  an amount  calculated at such rate) of interest  which the
holder  hereof is allowed to contract for,  charge,  take,  reserve,  or receive


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under  applicable  law after  taking  into  account,  to the extent  required by
applicable law, any and all relevant payments or charges. To the extent the laws
of the State of Texas are applicable for the purposes of determining the Highest
Lawful Rate  hereunder,  such term shall mean the "indicated  rate ceiling" from
time to time in effect under Article 1.04,  Title 79,  Revised Civil Statutes of
Texas,  1925, as amended,  or to the extent  permitted by law and effective upon
the giving of the notices  required by such Article 1.04 (or effective  upon any
other  date  specified  by  applicable  law),  the  "quarterly  ceiling"  or the
"annualized  ceiling"  from  time to time in effect  under  such  Article  1.04,
whichever the holder hereof shall elect to substitute  for the  "indicated  rate
ceiling," and vice versa,  such substitution to have the effect provided in such
Article  1.04;  the holder  hereof shall be entitled to make such  election from
time to time and one or more  times  and to leave  any such  substitute  rate in
effect,  without  notice to Maker,  for  subsequent  periods in accordance  with
subsection (h)(1) of such Article 1.04.

3.  Prepayment.  Maker  may  prepay  this  Note in  whole or in part at any time
without  being  required to pay any penalty or premium for such  privilege.  All
prepayments hereunder,  whether designated as payments of principal or interest,
shall be  applied  to the  principal  or  interest  of this Note or to  expenses
provided herein or in the Credit Agreement, or any combination of the foregoing,
as directed by Payee at its option.

4. Past Due Interest.  All principal and interest  which remain in arrears three
(3) days or more after their  respective due dates shall bear interest,  payable
on demand,  for each day until paid,  commencing  on the fourth  (4th) day after
their respective due dates until paid, at a rate equal to 3% per annum above the
Contract  Rate  (the  "Default  Rate"),  but in no event to exceed  the  maximum
non-usurious rate permitted by applicable law.

5. Events of Default and  Remedies.  Without  notice or demand (each of which is
hereby  waived),  the  entire  unpaid  principal  balance  of  this  Note  shall
immediately  become due and payable at the option of the holder  hereof upon the
occurrence of any one or more of the events of default  described in Section 7.1
of  the  Credit  Agreement  (individually  or  collectively,   herein  called  a
"Default").

6. Acceleration. In the event that Maker fails or refuses to pay any part of the
principal  of or  interest  on  this  Note  when  due,  or in the  event  of the
occurrence  of a  Default  under the  Credit  Agreement  or under  any  Security
Document, then in any such event, the holder hereof shall be entitled to declare
the entire unpaid principal of and accrued interest on this Note immediately due
and payable, without notice of intent to accelerate, notice of acceleration, any
other notice whatsoever, demand, or presentment, all of which are hereby waived,
foreclose  any liens or  security  interests  securing  all or any part  hereof,
offset  against this Note any sum or sums owed by the holder  hereof to Maker or
any  guarantor,  or may proceed to protect and  enforce,  and exercise any other
right or remedy to which the holder hereof may be entitled by agreement, at law,
or in equity.  Each right and remedy  available  to the holder  hereof  shall be
cumulative  of and in addition to each other such right and remedy.  No delay on
the part of the holder  hereof in the exercise of any right or remedy  available
to the holder hereof shall operate as a waiver thereof,  nor shall any single or
partial exercise thereof or exercise of any other such right or remedy.

7.  Collection  Costs.  If this Note is placed in the hands of an  attorney  for
collection, or if it is collected through any legal proceedings, Maker agrees to
pay the court costs,  reasonable  attorneys' fees, and other costs of collection
of the holder hereof.

8. Waiver. Except as provided herein, Maker and any party which may be or become
liable for the payment of any sums of money payable on this Note  (including any
surety, endorser, or guarantor)


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jointly and  severally  waive (to the extent  permitted  by law) all  applicable
exemption  rights  (whether  arising by  constitution,  law, or otherwise),  all
valuation and appraisement rights,  presentment and demand for payment, protest,
notice of protest and nonpayment, and notice of the intention to accelerate, and
agree that their  liability on this Note shall not be affected by any renewal or
extension in the time of payment hereof,  by any indulgences,  or by any release
or change in any  security for the payment of this Note,  and hereby  consent to
any and all renewals, extensions,  indulgences, releases, or changes, regardless
of the number of such renewals, extensions, indulgences, releases, or changes.

9. Legal Interest Limitation. Regardless of any provision contained herein or in
any agreement,  document,  or instrument  securing or assuring payment hereof or
executed in  connection  herewith,  the holder hereof shall never be entitled to
receive,  collect,  or apply,  as interest on this Note, any amount in excess of
the Highest  Lawful  Rate,  and, in the event the holder  hereof ever  receives,
collects,  or applies as interest,  any such excess,  such amount which would be
excessive interest shall be deemed a partial prepayment of principal and treated
hereunder as such;  and, if the principal  hereof is paid in full, any remaining
excess  shall  forthwith  be paid to Maker.  In  determining  whether or not the
interest paid or payable,  under any specific  contingency,  exceeds the Highest
Lawful Rate,  Maker and the holder hereof shall, to the maximum extent permitted
under applicable law, (a)  characterize any nonprincipal  payment as an expense,
fee, or premium rather than as interest,  (b) exclude voluntary  prepayments and
the effects thereof,  and (c) spread the total amount of interest throughout the
entire  contemplated term of this Note;  provided that, if this Note is paid and
performed in full prior to the end of the full contemplated term hereof,  and if
the interest  received by the holder  hereof for the actual  period of existence
hereof  exceeds the Highest Lawful Rate, the holder hereof shall refund to Maker
the amount of such excess,  and, in such event,  the holder  hereof shall not be
subject to any penalties  provided by any laws for  contracting  for,  charging,
taking,  reserving,  or receiving interest in excess of the Highest Lawful Rate.
Pursuant to Article  15.10(b) of Chapter 15, Subtitle 3, Title 79, Revised Civil
Statutes of Texas, 1925, as amended,  the holder hereof and Maker agree that the
other  provisions  of such  Chapter  15 shall  not  apply to this Note or to any
provision hereunder.

10. Conflicts.  This Note has been executed and delivered  pursuant to the terms
of the Credit  Agreement,  and Payee is entitled to the benefits of and security
provided for in the Credit Agreement. Advances hereunder by Payee to Maker shall
be governed by the terms and  provisions  of the Credit  Agreement.  Any Default
under the terms of the  Credit  Agreement  by Maker or under any other  Security
Document  will  automatically  be a Default  hereunder.  The terms of the Credit
Agreement will govern in the event of any conflict with the terms of this Note.

11.  Additional  Security.  This Note is  secured  by all  security  agreements,
collateral assignments,  assignments,  pledges,  guaranties,  deeds of trust and
lien  instruments  executed by Maker (or by any other liable  party) in favor of
Payee or any other holder of this Note, including those executed simulta neously
herewith, those executed heretofore and those executed hereafter.

12. Set-off Rights. Maker agrees that Payee may apply any deposits of Maker with
Payee to the payment of Maker's  obligations under this Note in the event of any
Default under the terms and  provisions  of this Note or the documents  securing
same.

13.  Deed of  Trust.  This  Note is  secured  by the  liens of  Deeds of  Trust,
Mortgage,  Assignment of Production,  Security Agreement and Financing Statement
(the "Deeds of Trust") of even date herewith  given to Rebecca  Dozier,  Trustee
for the benefit of Payee, and any other holder of holders of this Note, covering
the lands and other property in Pontotoc  County,  Oklahoma,  and other property
owned by Maker and described in the Deeds of Trust (the "Subject Property"),  to
which reference is made for all purposes.

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14.  Cumulative  Rights.  No delay on the part of the holder of this Note in the
exercise  of any  power or right  under  this  Note,  or under any  document  or
instrument executed in connection  herewith,  shall operate as a waiver thereof,
nor shall a single or partial exercise of any other power or right.  Enforcement
by the holder of this Note of any  security  for the  payment  hereof  shall not
constitute  any election by it of remedies so as to preclude the exercise of any
other remedy available to it.

15.  Notices.  Any notice or demand  given  hereunder  by the holder shall be in
writing and be deemed to have been given and received (a) when actually received
by Maker, if delivered in person or by courier or messenger, or (b) two Business
Days (hereinafter defined) after a letter containing such notices,  certified or
registered,  with postage prepaid addressed to Maker, is deposited in the United
States Mail.  The address of Maker is set forth at the top of this Note, or such
other address as Maker shall advise the holder hereof by certified or registered
letter.

16. Governing Law. THIS NOTE IS BEING EXECUTED AND DELIVERED, AND IS INTENDED TO
BE PERFORMED, IN THE STATE OF TEXAS, AND THE LAWS OF SUCH STATE SHALL GOVERN THE
CONSTRUCTION,  VALIDITY,  ENFORCEMENT,  AND INTERPRETATION HEREOF, EXCEPT TO THE
EXTENT FEDERAL LAWS OTHERWISE  GOVERN THE VALIDITY,  CONSTRUCTION,  ENFORCEMENT,
AND INTERPRETATION HEREOF.

17.  Headings.  The  headings  of the  sections  of this note are  inserted  for
convenience only and shall not be deemed to constitute a part hereof.

18. Successors and Assigns. All of the covenants,  stipulations,  promises,  and
agreements in this Note by or on behalf of Maker shall bind its  successors  and
assigns,  whether so expressed or not;  provided,  however,  that Maker may not,
without  the prior  written  consent of the holder  hereof,  assign any  rights,
duties,  or  obligations  under this Note.  Any  assignment  in violation of the
foregoing shall be null and void.

19. Business Day;  Payments.  As used herein,  the expression (a) "Business Day"
means every day on which Payee is open for business,  and (b) "Nonbusiness  Day"
means every day which is not a Business Day.  Payment of  the  principal of this
note shall be due and payable in lawful  money of the United  States of America,
in Harris County, Texas at the office of Payee set forth at the top of this Note
at or before 3:00 p.m.,  Houston,  Texas time on the day such payment is due. In
any case where a payment of principal is due on a Nonbusiness  Day,  Maker shall
be entitled to delay such payment until the next succeeding Business Day.

         IN WITNESS  WHEREOF,  the  undersigned has executed this note as of the
day and year first above written.

                                              MAKER:

                                              FIELDPOINT PETROLEUM CORPORATION



                                              By:
                                                  ------------------------------
                                                  Ray D.  Reaves, Jr., President



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