Bonanza Oil & Gas, Inc. : Exhibit 4.28 - Filed by newsfilecorp.com











Exhibit 4.28



PROMISSORY NOTE 

	
$101,750.00
		
Houston, Texas
	
	
 
		
Date: April 12, 2010
	



 Bonanza Oil & Gas, Inc., a Nevada corporation (the "Maker"), for value received, hereby promises to pay to the TRIUMPH SMALLCAP FUND LTD., a _____company, or registered assigns (the "Holder"), the aggregate principal sum of ONE HUNDRED
AND ONE THOUSAND SEVEN HUNDRED FIFTY ($101,750.00) Dollars in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Maker further promises to pay
interest on the unpaid principal balance hereof at the rate of ten percent (10%) per annum. Principal and interest on the outstanding balance shall be paid on December 31, 2010. Interest shall be calculated on the basis of a 360 day year and actual
days elapsed. In no event shall the interest charged hereunder exceed the maximum permitted under the laws of the State of Texas. The Maker herby represents that the debt represented by this Note was incurred as follows: 


  
	
Date
		
Amount
	
	
December 31, 2009
		
$ 1,000
	
	
January 15, 2010
		
$12,500
	
	
February 10, 2010	
$ 5,000
	
	
February 25, 2010	
$36,000
	
	
February 25, 2010	
$ 5,000
	
	
March 12, 2010
		
$11,250
	
	
April 7, 2010
		
$15,000
	
	
April 9, 2010
		
$16,000
	


  



  This Note can be prepaid in whole or in part at any time without the consent of the Holder provided that Maker shall pay all accrued interest on the principal so prepaid to date of such prepayment. 


  The entire unpaid principal balance of this Note and interest accrued with respect thereto shall be immediately due and payable upon the occurrence of any of the following (each, an "Event of Default"): 

a. 

Application for, or consent to, the appointment of a receiver, trustee or liquidator
for Maker or of its property; 

b. 

Admission in writing of the
Maker's inability to pay its debts as they mature; 

c. 

General assignment by the Maker for the benefit of creditors;


d. 

Filing by the Maker of a voluntary petition in bankruptcy or a petition or an
answer seeking reorganization, or an arrangement with creditors; or 














e. 

Entering against the Maker of a court order approving a petition filed against it
under the federal bankruptcy laws, which order shall not have been vacated or set aside or otherwise
terminated within 60 days. 

f. 

Default in the payment of the principal or accrued interest on this Note,
when and as the same shall become due and payable, whether by acceleration or otherwise;


g. 

Default in any covenant or obligation of Maker in favor of Holder arising
pursuant to the agreement between Maker and Holder dated as of the date of this Note.


All rights and remedies available to the Holder pursuant to the provisions of
applicable law and otherwise are cumulative, not exclusive and enforceable alternatively,
successively and/or concurrently after default by Maker pursuant to the provisions of this Note.
  

The Maker waives demand, presentment, protest and notice of any kind and
consents to the extension of time of payments, the release, surrender or substitution of any and all
security or guarantees for the obligations evidenced hereby or other indulgence with respect to this
Note, all without notice. 

This Note may not be changed, modified or terminated orally, but only by an
agreement in writing, signed by the party to be charged. 

In the event of any litigation with respect to the obligations evidenced by this Note,
the Maker waives the right to a trial by jury and all rights of set-off and rights to interpose
permissive counterclaims and cross-claims. This Note shall be governed by and construed in
accordance with the laws of the State of New York and shall be binding upon the successors,
endorsees or assigns of the Maker and inure to the benefit of the Holder, its successors, endorsees
and assigns. 

The Maker hereby irrevocably consents to the jurisdiction of the courts of New York
County, in the State of New York and the United States District Court for the Southern District of
New York in connection with any action or proceeding arising out of or relating to this Note. If any
term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other
terms and provisions hereof shall in no way be affected thereby. 


BONANZA OIL & GAS, INC.




By:    /s/ William Wiseman                           

      
William Wiseman, CEO




 



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