EXHIBIT 10.1

                                 PROMISSORY NOTE


                                  July 15, 2005

Jersey City, New Jersey                                               $6,000,000

      FOR VALUE RECEIVED,  the undersigned,  FALCON NATURAL GAS  CORPORATION,  a
Nevada  corporation  (the  "Company"),  promises  to pay the  Buyers  listed  on
Schedule I attached  hereto (the  "Lenders"),  the  principal sum of Six Million
U.S. Dollars and 00/100  ($6,000,000)  (the "Principal  Amount") and interest at
the annual rate of twelve  percent (12%) on the unpaid  balance  pursuant to the
following terms:

1.    Principal  and  Interest.  The face amount of this  Promissory  Note (this
"Note") plus twelve  percent (12%)  interest  shall be payable to the Lenders in
twenty-three (23) equal weekly installments of an aggregate of Two Hundred Fifty
Thousand Dollars ($250,000) and one (1) installment of an aggregate Five Hundred
Five Thousand Four Hundred  Fifty-Two  Dollars and Five Cents  ($505,452.05)  as
outlined in the Payment Schedule  attached  hereto,  the first of which shall be
due on the earlier of September 2, 2005,  or the first Friday after such date as
the  Company's   Registration   Statement  No.  333-124397  (the   "Registration
Statement") is declared  effective (the  "Effective  Date") by the United States
Securities and Exchange  Commission,  and shall be payable in full no later than
twenty-four  (24) weeks from  September 2, 2005,  or February  10,.  2006.In the
event the  weekly  installments  begin the first  Friday  after such date as the
Company's Registration Statement is declared effective,  the shall be amended to
reflect  the balance of  principal  (or the sum of Two  Hundred  Fifty  Thousand
Dollars  {$250,000})  and  interest  calculated  accordingly.  For  purposes  of
clarification,  and without  limiting the preceding  sentence,  the repayment of
this  Note  is in no  manner  contingent  on the  Registration  Statement  being
declared effective by the United States Securities and Exchange Commission.

If this  Note is not paid in full  when  due,  the  outstanding  principal  owed
hereunder shall be due and payable in full together with interest thereon at the
rate of  twenty-four  percent  (24%)  per  annum  or the  highest  permitted  by
applicable law, if lower.

2.    Right of Prepayment. Notwithstanding the payment(s) pursuant to Section 1,
the  Company  at its  option  shall  have the right to  prepay,  with  three (3)
business days advance  written notice,  a portion or all  outstanding  principal
plus outstanding Interest of this Note.

3.    Fees.  The Lenders  shall be entitled to a cash fee equal to eight percent
(8%) of the  gross  amount  of this  Note  as well as a  structuring  fee of Ten
Thousand Dollars ($10,000).

4.    Waiver and Consent.  To the fullest extent  permitted by law and except as
otherwise  provided  herein,  the Company waives demand,  presentment,  protest,
notice of dishonor,  suit against or joinder of any other person,  and all other
requirements necessary to charge or hold the Company liable with respect to this
Note.

5.    Costs,  Indemnities  and  Expenses.  In the event of default as  described
herein,  the Company agrees to pay all reasonable fees and costs incurred by the
Lenders in  collecting or securing or attempting to collect or secure this Note,
including  reasonable  attorneys'  fees and  expenses,  whether or not involving
litigation,  collecting  upon  any  judgments  and/or  appellate  or  bankruptcy
proceedings.  The Company agrees to pay any documentary stamp taxes,  intangible
taxes  or other  taxes  which  may now or  hereafter  apply to this  Note or any
payment made in respect of this Note,  and the Company  agrees to indemnify  and
hold the Lenders  harmless  from and against any  liability,  costs,  attorneys'
fees,  penalties,  interest or expenses  relating to any such taxes, as and when
the same may be incurred.

                                       1
<PAGE>

6.    Event of Default.  An "Event of Default"  shall be deemed to have occurred
upon the occurrence of any of the following: (i) the Company should fail for any
reason  or for no  reason  to make any  payment  of the  interest  or  principal
pursuant to this Note within ten (10) days of the date due as prescribed herein;
(ii) the Company shall fail to observe or perform any other covenant,  agreement
or warranty  contained in, or otherwise commit any material breach or default of
any material  provision  of this Note or any of the  Transaction  Documents  (as
defined herein),  which is not cured within ten (10) days notice of the default;
(iii) the Company or any  subsidiary  of the Company  shall  commence,  or there
shall be commenced  against the Company or any  subsidiary  of the Company under
any  applicable  bankruptcy or insolvency  laws as now or hereafter in effect or
any successor thereto, or the Company or any subsidiary of the Company commences
any other proceeding under any reorganization,  arrangement, adjustment of debt,
relief of debtors, dissolution,  insolvency or liquidation or similar law of any
jurisdiction  whether now or hereafter in effect  relating to the Company or any
subsidiary  of the  Company or there is  commenced  against  the  Company or any
subsidiary of the Company any such  bankruptcy,  insolvency or other  proceeding
which  remains  undismissed  for a period  of 61  days;  or the  Company  or any
subsidiary of the Company is adjudicated  insolvent or bankrupt; or any order of
relief or other order  approving any such case or proceeding is entered;  or the
Company  or any  subsidiary  of  the  Company  suffers  any  appointment  of any
custodian,  private  or  court  appointed  receiver  or the  like  for it or any
substantial part of its property which continues  undischarged or unstayed for a
period of sixty one (61) days;  or the Company or any  subsidiary of the Company
makes a general  assignment for the benefit of creditors;  or the Company or any
subsidiary of the Company shall fail to pay, or shall state that it is unable to
pay, or shall be unable to pay,  its debts  generally as they become due; or the
Company or any  subsidiary  of the Company shall call a meeting of its creditors
with a view to  arranging a  composition,  adjustment  or  restructuring  of its
debts;  or the  Company or any  subsidiary  of the  Company  shall by any act or
failure to act expressly indicate its consent to, approval of or acquiescence in
any of the  foregoing;  or any corporate or other action is taken by the Company
or any  subsidiary  of the  Company  for the  purpose  of  effecting  any of the
foregoing;  (iv) the Common  Stock of the  Company  shall cease to be quoted for
trading or listed for trading on the National  Association of Securities Dealers
Inc.'s Over the Counter Bulletin Board,  Nasdaq SmallCap Market,  New York Stock
Exchange,  American  Stock  Exchange  or the Nasdaq  National  Market  (each,  a
"Subsequent Market") and shall not again be quoted or listed for trading thereon
within five (5) Trading Days of such  delisting;  or (v) a breach by the Company
of its  obligations,  or an  event  of  default,  under  any of the  Transaction
Documents,  or any other  agreements  entered  into  between the Company and the
Lenders which is not cured by any applicable cure period set forth therein.

Upon an Event of Default (as defined above),  the entire  principal  balance and
accrued interest  outstanding  under this Note, and all other obligations of the
Company under this Note, shall be immediately due and payable without any action
on the part of the  Lenders,  interest  shall  accrue  on the  unpaid  principal
balance at twenty four percent (24%) or the highest rate permitted by applicable
law, if lower,  and the Lenders  shall be entitled to seek and institute any and
all remedies available to it.

7.    Maximum  Interest Rate. In no event shall any agreed to or actual interest
charged,  reserved or taken by the Lenders as consideration for this Note exceed
the limits imposed by New Jersey law. In the event that the interest  provisions
of this Note shall result at any time or for any reason in an effective  rate of
interest  that exceeds the maximum  interest rate  permitted by applicable  law,
then without further agreement or notice the obligation to be fulfilled shall be
automatically  reduced to such  limit and all sums  received  by the  Lenders in
excess of those lawfully  collectible  as interest shall be applied  against the
principal of this Note immediately  upon the Lenders' receipt thereof,  with the
same force and effect as though the Company  had  specifically  designated  such
extra sums to be so applied to  principal  and the  Lenders had agreed to accept
such extra payment(s) as a premium-free prepayment or prepayments.

                                       2
<PAGE>

8.    Secured Nature of the Note.  This Note is secured by the Pledged  Property
as defined in the Pledge and Escrow  Agreement  entered  into by and between the
Company and the Lenders dated the date hereof, as well as the Security Agreement
entered  into by and between the Company  and Cornell  Capital  Partners,  LP on
April 19, 2005.

9.    Cancellation  of Note.  Upon the  repayment  by the  Company of all of its
obligations  hereunder  to  the  Lenders,  including,  without  limitation,  the
principal  amount  of  this  Note,  plus  accrued  but  unpaid   interest,   the
indebtedness  evidenced hereby shall be deemed canceled and paid in full. Except
as  otherwise  required  by law or by the  provisions  of  this  Note,  payments
received by the Lenders  hereunder  shall be applied first against  expenses and
indemnities,  next against  interest accrued on this Note, and next in reduction
of the outstanding principal balance of this Note.

10.   Severability. If any provision of this Note is, for any reason, invalid or
unenforceable,  the remaining provisions of this Note will nevertheless be valid
and enforceable and will remain in full force and effect.  Any provision of this
Note that is held invalid or unenforceable by a court of competent  jurisdiction
will be deemed modified to the extent necessary to make it valid and enforceable
and as so modified will remain in full force and effect.

11.   Amendment and Waiver.  This Note may be amended,  or any provision of this
Note may be waived,  provided that any such  amendment or waiver will be binding
on a party  hereto  only if such  amendment  or waiver is set forth in a writing
executed by the parties hereto.  The waiver by any such party hereto of a breach
of any  provision  of this Note shall not operate or be construed as a waiver of
any other breach.

12.   Successors.  Except as otherwise provided herein, this Note shall bind and
inure to the  benefit  of and be  enforceable  by the  parties  hereto and their
permitted successors and assigns.

13.   Assignment.  This Note shall not be directly or  indirectly  assignable or
delegable  by the  Company.  The  Lenders  may assign  this Note as long as such
assignment complies with the Securities Act of 1933, as amended.

14.   No Strict  Construction.  The language used in this Note will be deemed to
be the language chosen by the parties hereto to express their mutual intent, and
no rule of strict construction will be applied against any party.

15.   Further Assurances.  Each party hereto will execute all documents and take
such  other  actions  as the other  party  may  reasonably  request  in order to
consummate the  transactions  provided for herein and to accomplish the purposes
of this Note.

16.   Notices,   Consents,  etc.  Any  notices,   consents,   waivers  or  other
communications  required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending  party);  or (iii) one (1) trading day after deposit
with a nationally  recognized  overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

If to Company:                          Falcon Natural Gas Corporation
                                        Westchase Center
                                        2500 Citywest Boulevard, Suite 300
                                        Houston, TX  77019
                                        Attention:   Massimiliano Pozzoni
                                                     Vice President
                                        Telephone:   (832) 476-8699
                                        Facsimile:   (713) 456-2581

                                       3
<PAGE>

With a copy to:                         Kirkpatrick Lockhart Nicholson & Graham
                                        201 South Biscayne Boulevard - Suite
                                        2000
                                        Miami, FL  33131-2399
                                        Attention:   Clayton E. Parker, Esq.
                                        Telephone:   (305) 539-3300
                                        Facsimile:   (305) 358-7095

If to the Lenders:                      Cornell Capital Partners, LP
                                        101 Hudson Street, Suite 3700
                                        Jersey City, NJ 07302
                                        Attention:   Mark A. Angelo
                                        Telephone:   (201) 985-8300
                                        Facsimile:   (201) 985-8266

                                        Highgate House Funds, Ltd.
                                        488 Madison Avenue, 12th Floor
                                        New York, NY  10022
                                        Attention:   Adam Gottbetter
                                        Telephone:   (212) 400-6900
                                        Facsimile:   (212) 400-6901

With a copy to:                         David Gonzalez, Esq.
                                        101 Hudson Street, Suite 3700
                                        Jersey City, NJ 07302
                                        Telephone:   (201) 985-8300
                                        Facsimile:   (201) 985-8266


or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  trading  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service, shall be rebuttable evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

17.   Remedies, Other Obligations, Breaches and Injunctive Relief. The Lenders's
remedies  provided in this Note shall be cumulative and in addition to all other
remedies  available  to the  Lenders  under  this  Note,  at  law  or in  equity
(including a decree of specific  performance and/or other injunctive relief), no
remedy of the Lenders  contained  herein shall be deemed a waiver of  compliance
with the  provisions  giving rise to such remedy and nothing  herein shall limit
the Lenders's  right to pursue actual  damages for any failure by the Company to
comply with the terms of this Note. No remedy conferred under this Note upon the
Lenders  is  intended  to be  exclusive  of any other  remedy  available  to the
Lenders,  pursuant to the terms of this Note or otherwise.  No single or partial
exercise by the Lenders of any right,  power or remedy  hereunder shall preclude
any other or further  exercise  thereof.  The failure of the Lenders to exercise
any right or remedy under this Note or otherwise,  or delay in  exercising  such
right or remedy,  shall not operate as a waiver thereof.  Every right and remedy
of the Lenders under any document  executed in connection with this  transaction
may be  exercised  from time to time and as often as may be deemed  expedient by
the Lenders.  The Company  acknowledges  that a breach by it of its  obligations
hereunder will cause  irreparable harm to the Lenders and that the remedy at law
for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the Lenders shall be entitled, in
addition to all other  available  remedies,  to an  injunction  restraining  any
breach, and specific  performance without the necessity of showing economic loss
and without any bond or other security being required.

                                       4
<PAGE>

18.   Governing Law;  Jurisdiction.  All questions  concerning the construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
the  internal  laws of the State of New  Jersey,  without  giving  effect to any
choice of law or conflict of law  provision or rule (whether of the State of New
Jersey or any other  jurisdictions) that would cause the application of the laws
of any  jurisdictions  other than the State of New  Jersey.  Each  party  hereby
irrevocably  submits to the exclusive  jurisdiction of the Superior Court of the
State of New Jersey sitting in Hudson  County,  New Jersey and the United States
Federal  District  Court for the District of New Jersey  sitting in Newark,  New
Jersey, for the adjudication of any dispute hereunder or in connection  herewith
or therewith,  or with any transaction  contemplated hereby or discussed herein,
and hereby  irrevocably  waives, and agrees not to assert in any suit, action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any  such  court,  that  such  suit,  action  or  proceeding  is  brought  in an
inconvenient  forum or that the  venue of such  suit,  action or  proceeding  is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.

19.   No  Inconsistent  Agreements.  None of the parties  hereto will  hereafter
enter into any agreement,  which is inconsistent  with the rights granted to the
parties in this Note.

20.   Third Parties. Nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any person or entity, other than the parties
to this Note and their respective permitted successor and assigns, any rights or
remedies under or by reason of this Note.

21.   Waiver of Jury Trial. AS A MATERIAL  INDUCEMENT FOR THE LENDERS TO LOAN TO
THE COMPANY THE MONIES  HEREUNDER,  THE COMPANY HEREBY WAIVES ANY RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING  RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY
AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

22.   Entire Agreement.  This Note (including any recitals hereto) set forth the
entire  understanding  of the parties with respect to the subject matter hereof,
and shall not be  modified  or affected  by any offer,  proposal,  statement  or
representation, oral or written, made by or for any party in connection with the
negotiation of the terms hereof,  and may be modified only by instruments signed
by all of the parties hereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       5
<PAGE>

IN WITNESS  WHEREOF,  this  Promissory Note is executed by the undersigned as of
the date hereof.


                                        FALCON NATURAL GAS CORPORATION

                                        By: /s/ Massimiliano Pozzoni
                                        ----------------------------
                                        Name:   Massimiliano Pozzoni
                                        Title:  Vice President


                                       6