Filed by sedaredgar.com - Doral Energy Corp. - Exhibit 10.38






AMENDMENT AGREEMENT TO 
CONVERTIBLE PROMISSORY NOTE


THIS AMENDMENT AGREEMENT (the "Amendment Agreement") is
dated for reference as of the 11th day of November, 2009. 

BETWEEN: 

DORAL ENERGY CORP., a
Nevada corporation 

(the “Borrower") 

OF THE FIRST PART 

AND: 

W.S. OIL & GAS
LIMITED, a Texas limited partnership 

(the “Lender") 

OF THE SECOND PART 

WHEREAS: 

A.                      On
or about August 24, 2009, the Borrower issued a convertible promissory note (the
“Convertible Note”) to the Lender, pursuant to which the Borrower has agreed to
pay to the Lender a total of $500,000; and 

B.                      The
Borrower and the Lender wish to amend the terms of the Convertible Note in the
manner described below, 

For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, THE PARTIES HEREBY AGREE AS
FOLLOWS: 

1.         
Section 2(a) of the Convertible Note is deleted in its entirety and is replaced
with the following: 

	 	2. 	
      Conversion



    
     (a)      At any time
after an Event of Default (as defined below), the Lender shall have the option
to convert any remaining principal and interest due on this Note into fully-paid
and nonassessable shares of the Borrower’s Common Stock at a conversion rate
(the “Conversion Rate”) equal to the greater of (i) four times Fair Market Value
(4 x Fair Market Value) as of the date this conversion right is exercised; and
(ii) $0.05. “Fair Market Value” for a date shall be equal to the average
of the daily closing prices for the five (5) consecutive trading days before
such date excluding any trades which are not bona fide arm’s length
transactions. The closing price for each day shall be (a) if such security is
listed or admitted for trading on any national securities exchange, the last
sale price of such security, regular way, or the mean of the closing bid and
asked prices thereof if no such sale occurred, in each case as officially
reported on the principal securities exchange on which such security are listed,
or (b) if quoted on NASDAQ or any similar system of automated dissemination of
quotations of securities prices then in common use the mean between the closing
high bid and low asked quotations of such security in the over-the-counter
market as shown by NASDAQ or such similar system of automated dissemination of
quotations of securities prices, as reported by any member firm of the New York
Stock Exchange selected by the Lender, (c) if not quoted as described in clause
(b), the mean between the high bid and low asked quotations for the shares as
reported by NASDAQ or any similar successor organization, as reported by any
member firm of the New York Stock Exchange selected by the Lender. If such
security is quoted on a national securities or central market system in lieu of
a market or quotation system described above, the closing price shall be
determined in the manner set forth in clause (a) of the preceding sentence if
bid and asked quotations are reported but actual transactions are not, and in
the manner set forth in clause (b) of the preceding sentence if actual
transactions are reported 





	2. 	
      The Lender agrees not to sell, transfer or assign any
      whole or part of the Convertible Note without the express written consent
      of the Borrower.

	 	 
	3. 	
      This Amendment Agreement may be executed in counterparts
      which together shall form one and the same instrument. Sections 13 through
      17 of the Convertible Note are incorporated by reference herein and made a
      part hereof.



IN WITNESS WHEREOF the parties hereto have executed this
Amendment Agreement as of the day and year first above written. 

	DORAL ENERGY CORP. 	 	W.S. OIL & GAS LIMITED 
	a Nevada corporation by its 	 	a Texas limited partnership by its 
	authorized signatory: 	 	authorized signatory: 
	  	 	  
	  	 	  
	/s/ H. Patrick
      Seale 	 	/s/
      Everett Willard Gray, II 
	Signature of Authorized Signatory 	 	Signature of Authorized Signatory 
	  	 	  
	  	 	  
	H. Patrick Seale
    	 	Everett Willard Gray, II 
	Name of Authorized Signatory 	 	Name of Authorized Signatory 
	  	 	  
	  	 	  
	President and
      Chief Operating Officer 	 	General Partner 
	Position of Authorized Signatory 	 	Position of Authorized Signatory