exv10w2






Exhibit 10.2









FIRST AMENDMENT TO REVOLVING PROMISSORY NOTE




     This First Amendment to Revolving Promissory Note is executed effective October 16, 2008, by
Infinity Energy Resources, Inc. (“Borrower”), a Delaware corporation, and
Amegy Bank National Association (“Lender”).



Recitals:




     Borrower is legally obligated to pay a Revolving Promissory Note (the “Revolving
Note”) dated January 9, 2007, in the maximum principal amount of $50,000,000.00, executed by
Borrower, and payable to the order of Lender. The Revolving Note is governed by the Loan Agreement
dated January 9, 2007, among Borrower, Lender, and Guarantors (as defined therein), as amended (the
“Loan Agreement”), as modified by the Forbearance Agreement dated August 31, 2007, among
Borrower, Lender, and Guarantors, the Second Forbearance Agreement dated March 26, 2008, among
Borrower, Lender, and Guarantors, and the Third Forbearance Agreement (the “Third Forbearance
Agreement”) of even date herewith, among Borrower, Lender, and Guarantors. The Revolving Note
matures on January 9, 2009, and Borrower has requested that Lender extend the Maturity Date in
connection with the Third Forbearance Agreement as set forth below. Unless otherwise defined
herein, capitalized terms herein have the meanings assigned in the Revolving Note.



Agreement:




     For valuable consideration, including the funds previously advanced by Lender to Borrower
under the Revolving Note, the receipt and sufficiency of which are hereby acknowledged, Borrower
and Lender agree and stipulate as follows:




	 	1.	 	The recitals above are true and correct and form the basis for this amendment.
	 
	 	2.	 	The Maturity Date of the Revolving Note is extended until May 31, 2009.
	 
	 	3.	 	The Revolving Note will continue to be due and payable as follows:





          (a) accrued, unpaid interest on this Note shall be due and payable on each Interest Payment
Date, commencing on the date of this Amendment, and continuing until the Maturity Date;



          (b) the principal of this Note shall be due and payable as required by the Loan Agreement as
modified by the Third Forbearance Agreement, to meet any Borrowing Base deficiency or Monthly
Commitment Reductions (if and when required by Lender under the Loan Agreement); and



 









 





          (c) the outstanding principal balance of the Revolving Note, together with all accrued but
unpaid interest, shall be due and payable on the Maturity Date, as extended.



     4. Borrower acknowledges that the outstanding principal balance of the Revolving Note as of
September 3, 2008, is $9,910,493.64, and that Borrower has no defenses or setoffs to payment of the
Revolving Note.



     5. Except as specifically amended herein, the Revolving Note remains unchanged; and Borrower
ratifies the Revolving Note, as amended. All liens and security interests securing payment of the
Revolving Note are renewed and extended until the Revolving Note is paid in full.



     6. At Lender’s option, this Amendment may be executed by Borrower in remote locations with
signature pages faxed to Lender. Borrower agrees that the faxed signatures are binding upon
Borrower, and Borrower further agrees to promptly deliver the original signatures for this
Amendment by overnight mail or expedited delivery.



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THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.



THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.



Executed effective on the date stated above.




	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	Infinity Energy Resources, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     Stanton E. Ross, President	 	 
	 

	 	 	 	     and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	Amegy Bank National Association 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     A. Stephen Kennedy,	 	 
	 

	 	 	 	     Senior Vice President/	 	 
	 

	 	 	 	     Manager — Energy Group	 	 






This Amendment was prepared by:

Paul D. Bradford

Harris, Finley & Bogle, P.C.

777 Main Street, Suite 3600

Fort Worth, Texas 76102-5341

(817) 870-8700




First Amendment to Revolving Promissory Note — Page 3 of 3