PROMISSORY NOTE


$300,000.00                                                     February 1, 2006
                                                      Rancho Cordova, California


         For value received, Paxton Energy, Inc., a Nevada corporation (the
"Maker"), promises to pay to Robert Freiheit, an individual residing at 7112
Robin Hood Way, Granite Bay, California 95746 (the "Holder"), the principal sum
of Three Hundred Thousand Dollars ($300,000.00). This Note shall accrue interest
at the rate of nine percent (9%) per annum and is subject to the following terms
and conditions.

         1. Maturity. This Note will automatically mature and be due and payable
on June 1, 2006, (the "Maturity Date"). Notwithstanding the foregoing, the
entire unpaid principal sum of this Note shall become immediately due and
payable upon the insolvency of the Maker, the commission of any act of
bankruptcy by the Maker, the execution by the Maker of a general assignment for
the benefit of creditors, the filing by or against the Maker of a petition in
bankruptcy or any petition for relief under the federal bankruptcy act or the
continuation of such petition without dismissal for a period of 90 days or more,
or the appointment of a receiver or trustee to take possession of the property
or assets of the Maker.

         2. Payment; Prepayment. All payments shall be made in lawful money of
the United States of America at such place as the Holder hereof may from time to
time designate in writing to the Maker. Prepayment of this Note may be made at
any time without penalty.

         3. Loan Fee. The Maker shall the Holder a loan fee equal to 40,000
restricted shares of the Maker's common stock (the "Loan Fee").

         3. Transfer; Successors and Assigns. The terms and conditions of this
Note shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties. Notwithstanding the foregoing, the Holder may not
assign, pledge, or otherwise transfer this Note without the prior written
consent of the Maker.

         4. Governing Law. This Note and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of Nevada,
without giving effect to principles of conflicts of law.

         5. Notices. Any notice required or permitted by this Agreement shall be
in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or
48 hours after being deposited in the U.S. mail as certified or registered mail
with postage prepaid, if such notice is addressed to the party to be notified at
such party's address or facsimile number as set forth below or as subsequently
modified by written notice.

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         6. Amendments and Waivers. Any term of this Note may be amended only
with the written consent of the Maker and the Holder. Any amendment or waiver
effected in accordance with this Section 6 shall be binding upon the Maker and
each Holder and each assignee of this Note.

         7. Counterparts. This Note may be executed in any number of
counterparts, each of which will be deemed to be an original and all of which
together will constitute a single agreement.

         8. Action to Collect on Note. If action is instituted to collect on
this Note, the Maker promises to pay all costs and expenses, including
reasonable attorney's fees, incurred in connection with such action.

         9. Loss of Note. Upon receipt by the Maker of evidence satisfactory to
it of the loss, theft, destruction or mutilation of this Note or any Note
exchanged for it, and indemnity satisfactory to the Maker (in case of loss,
theft or destruction) or surrender and cancellation of such Note (in the case of
mutilation), the Maker will make and deliver in lieu of such Note a new Note of
the like tenor.

                                               MAKER:

                                               PAXTON ENERGY, INC.

                                               By: /s/ Robert Freiheit
                                                  Robert Freiheit, President

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