paxton10q093008ex10-22.htm


    
      

      

    

    
      Exhibit
10.22

       

      THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNEC­TION WITH, THE SALE OR DISTRIBUTION
THEREOF.  NO SUCH SALE OR DISTRIBU­TION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A
FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
THE SECURITIES ACT OF 1933.

       

      SECURED PROMISSORY
NOTE

       

      


      
        	
                $[_____________]

              	
                September 3,
      2008

              
	 
      	
                Carson
      City, Nevada

              


      

      


      For value
received, PAXTON ENERGY, INC., a Nevada corporation (the “Company”), promises
to pay to [___________] (the “Holder”), the
principal sum of [__________________________] Dollars
($_________).  Interest shall accrue from the date of this Note on the
unpaid principal amount at a rate equal to twelve percent (12%) per annum,
compounded annually. This Note is one of a series of Secured Nonconvertible
Promissory Notes containing substantially identical terms and conditions issued
pursuant to the series of Subscription Agreement between the Company and the
Holder (the “Subscription
Agreement”).  Such Notes are referred to herein as the “Notes,” and the
holders thereof are referred to herein as the “Holders.” This Note is subject to
the following terms and conditions.

       

      1.           Maturity.  This Note will
automatically mature and be due and payable on September 1, 2009 (the
“Maturity
Date). Interest shall accrue on this Note and accrued interest shall be
due and payable in equal monthly installments, with the first such installment
due October 1, 2008.  Notwithstanding the foregoing, the entire
unpaid principal sum of this Note, together with accrued and unpaid interest
thereon, shall become immediately due and payable upon the insolvency of the
Company, the commission of any act of bankruptcy by the Company, the execution
by the Company of a general assignment for the benefit of creditors, the filing
by or against the Company 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
Company.

       

      2.           Payment;
Prepayment Penalty.  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
Company.  Payment shall be credited first to the accrued interest then
due and payable and the remainder applied to principal.  Prepayment of
this Note may be made at any time, provided that all of the Notes shall be
prepaid on a pro rata basis and the
Company shall pay the Holder a prepayment penalty equal to twelve (12) months
interest on the Note. Quarterly interest payments paid to Holder prior to
prepayment of the Note shall be credited to the prepayment penalty.

       


      
        
           


        

        
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      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 Company, except for transfers to
affiliates.  Subject to the preceding sentence, this Note may be
transferred only upon surrender of the original Note for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Company.  Thereupon, a new note
for the same principal amount and interest will be issued to, and registered in
the name of, the transferee.  Interest and principal are payable only
to the registered holder of this Note.

       

      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.

       

      6.           Amendments
and Waivers.  Any term of this
Note may be amended only with the written consent of the Company and at least a
majority in interest of the Holders.  Any amendment or waiver
effected in accordance with this Section 6 shall be binding upon the
Company, each Holder and each transferee of any Note.

       

      7.           Stockholders,
Officers and Directors Not Liable.  In no event shall
any stockholder, officer or director of the Company be liable for any amounts
due or payable pursuant to this Note.

       

      8.           Security
Interest.  This Note is
secured by all of
the assets of the Company in accordance with a separate security agreement (the
“Security
Agreement”) of even date herewith between the Company and the
Holder.  In case of an Event of Default (as defined in the Security
Agreement), the Holder shall have the rights set forth in the Security
Agreement.

       

      9.           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.

       

      10.           Loss of
Note.  Upon receipt by
the Company 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 Company (in case of loss, theft or destruction) or surrender and
cancellation of such Note (in the case of mutilation), the Company will make and
deliver in lieu of such Note a new Note of like tenor.

       


      
        
           


        

        
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                COMPANY:

              
	 
      	 
      
	 
      	
                PAXTON
      ENERGY, INC.

              
	 
      	
                By:
      /s/ Robert Freiheit

              
	 
      	
                      Robert
      Freiheit, President

              


      

      


      


      


      SCHEDULE
OF NOTE HOLDERS

      


      
        	
                Name and Address of
      Secured Party

              	
                Principal Amount of
      Note

              
	 
      	 
      
	
                Auction
      Specialists, Inc.

              	
                50,000

              
	
                Derek
      R. Freiheit

              	
                25,000

              
	
                Mary
      Lou Freiheit

              	
                50,000

              
	
                David
      Hauck

              	
                75,000

              
	
                Big
      Sky Trust, Robert Henrichsen, Trustee

              	
                75,000

              
	
                Howard
      S. Landa

              	
                 25,000

              
	 
      	 
      
	
                TOTAL

              	
                300,000

              


      

      
 

      


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