Exhibit 10.1

NONE OF THE SECURITIES TO WHICH THIS PRIVATE  PLACEMENT  SUBSCRIPTION  AGREEMENT
(THE  "SUBSCRIPTION  AGREEMENT")  RELATES HAVE BEEN REGISTERED  UNDER THE UNITED
STATES  SECURITIES  ACT OF 1933, AS AMENDED (THE "1933 ACT"),  OR ANY U.S. STATE
SECURITIES  LAWS, AND, UNLESS SO REGISTERED,  NONE MAY BE OFFERED OR SOLD IN THE
UNITED  STATES OR TO U.S.  PERSONS (AS  DEFINED  HEREIN)  EXCEPT  PURSUANT TO AN
EXEMPTION  FROM,  OR  IN  A  TRANSACTION   NOT  SUBJECT  TO,  THE   REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.

                             SUBSCRIPTION AGREEMENT

                             (Offshore Subscribers)

TO: Norstra Energy Inc. (the "Company")

                          Purchase of Convertible Note

1. SUBSCRIPTION AND USE OF PROCEEDS

1.1 On the basis of the  representations and warranties and subject to the terms
and conditions set forth herein, JACKSON BENNETT, LLC, (the "SUBSCRIBER") hereby
irrevocably  subscribes  for and agrees to purchase  one  convertible  note (the
"NOTE")  from the  Company for an  aggregate  purchase  price of  $180,000  (the
"SUBSCRIPTION   PROCEEDS"),   substantially   in  the  form   attached  to  this
Subscription  Agreement  as  Exhibit  "A" (the  subscription  and  agreement  to
purchase being the "SUBSCRIPTION").

1.2 On the basis of the  representations and warranties and subject to the terms
and conditions set forth herein,  the Company hereby  irrevocably agrees to sell
the Note to the Subscriber.

1.3 Subject to the terms hereof,  the  Subscription  will be effective  upon its
acceptance by the Company.

1.4  Unless  otherwise  provided,   all  dollar  amounts  referred  to  in  this
Subscription Agreement are in lawful money of the United States of America.

2. PAYMENT

2.1 the  Subscription  Proceeds  pertaining to the purchase of the Note shall be
paid on or before the Closing Date (as defined in Section 4.1,  below) by cheque
or wire transfer to the Company.

3. DOCUMENTS REQUIRED FROM SUBSCRIBER

3.1 The Subscriber must:

     (a)  complete,  sign and  return to the  Company an  executed  copy of this
          Subscription Agreement prior to the Closing Date; and,

     (b)  complete,  sign and  return to the  Company  an  executed  copy of the
          Investor Questionnaire attached as Annex B; and

     (c)  complete,  sign and  return to the  Company  as soon as  possible,  on
          request by the Company,  any  documents,  questionnaires,  notices and
          undertakings  as  may  be  required  by  regulatory   authorities  and
          applicable law

                                     (collectively the "TRANSACTION DOCUMENTS.")
<PAGE>
4. CLOSING

4.1 There shall be no formal closing  ceremony with respect to the  transactions
contemplated by this Agreement.  Instead, the parties shall execute and exchange
the  Transaction  Documents  by  facsimile  and  email  and the  closing  of the
transactions  contemplated  by this  Agreement  shall be deemed to have occurred
(the "CLOSING") on the date (the "CLOSING  DATE") that the Company  receives the
Subscription Proceeds in full. There may be multiple Closings

5. ACKNOWLEDGEMENTS OF SUBSCRIBER

5.1 The Subscriber acknowledges and agrees that:

     (a)  Neither the Note nor the shares of common stock ("SHARES") that may be
          issued upon a  conversion  of the Note (the Note and the Shares may be
          hereinafter referred to collectively as the "SECURITIES") have been or
          will be registered  under the 1933 Act, or under any state  securities
          or "blue sky" laws of any state of the United States,  and,  unless so
          registered,  none of them may be offered or sold in the United  States
          or, directly or indirectly,  to a U.S. Person, as that term is defined
          in  Regulation  S under  the  1933 Act  ("REGULATION  S"),  except  in
          accordance  with  the  provisions  of  Regulation  S,  pursuant  to an
          effective registration statement under the 1933 Act, or pursuant to an
          exemption from, or in a transaction  not subject to, the  registration
          requirements  of the  1933  Act and in each  case in  accordance  with
          applicable state securities laws;

     (b)  the Company has not  undertaken  to, and will have no  obligation  to,
          register the Securities, or any of them, under the 1933 Act;

     (c)  it has received and carefully read this Subscription Agreement;

     (d)  the decision to execute this  Subscription  Agreement  and acquire the
          Note   hereunder   has  not  been  based  upon  any  oral  or  written
          representation  as to fact or  otherwise  made by or on  behalf of the
          Company,  and  such  decision  is  based  entirely  upon a  review  of
          information (the adequacy of which is hereby  acknowledged)  about the
          Company  that is  available  to any  member of the public on the EDGAR
          database  maintained by the U.S.  Securities  and Exchange  Commission
          (the "SEC") at www.sec.gov;

     (e)  there  are  risks   associated  with  an  investment  in  the  Company
          including, by way of example and not in limitation, the specific risks
          identified in the Company's  most recent  periodic  reports filed with
          the SEC and available for viewing at the SEC's website at www.SEC.gov;

     (f)  it  and  its  advisor(s)  have  had a  reasonable  opportunity  to ask
          questions of and receive  answers from the Company in connection  with
          the sale of the Note hereunder,  and to obtain additional information,
          to  the  extent   possessed  or  obtainable  by  the  Company  without
          unreasonable effort or expense;

     (g)  all  information  which the  Subscriber has provided to the Company is
          correct and  complete  as of the date the  Subscription  Agreement  is
          signed, and if there should be any change in such information prior to
          this  Subscription  Agreement  being  executed  by  the  Company,  the
          Subscriber will immediately provide the Company with such information;

     (h)  the Company is entitled to rely on the  representations and warranties
          of the  Subscriber  contained in this  Subscription  Agreement and the
          Subscriber  will hold the Company  harmless from any loss or damage it
          may  suffer  as a result  of the  Subscriber's  failure  to  correctly
          complete this Subscription Agreement;

                                       2
<PAGE>
     (i)  the Subscriber has been advised to consult the Subscriber's own legal,
          tax and other  advisors  with  respect  to the  merits and risks of an
          investment in the  Securities  and with respect to  applicable  resale
          restrictions,  and it is solely responsible (and the Company is not in
          any way responsible) for compliance with:

          (i)  any applicable  laws of the  jurisdiction in which the Subscriber
               is resident in connection with the distribution of the Securities
               hereunder, and

          (ii) applicable resale restrictions;

     (j)  none of the  Securities  are listed on any stock exchange or automated
          dealer  quotation  system and no  representation  has been made to the
          Subscriber  that any of the Securities will become listed on any stock
          exchange or automated dealer quotation  system,  except that currently
          certain  market makers make market in the Shares of the Company on the
          OTC  Bulletin  Board  operated by the  Financial  Industry  Regulatory
          Authority ("FINRA");

     (k)  none of the  Securities  may be offered or sold by the Subscriber to a
          U.S.  Person (as  defined in Section 0,  below,  or for the account or
          benefit of a U.S.  Person (other than a distributor)  prior to the end
          of the Distribution Compliance Period (as defined herein);

     (l)  the  Subscriber is not acquiring the Note as a result of, and will not
          itself  engage in, any  "directed  selling  efforts"  (as that term is
          defined in  Regulation  S under the 1933 Act) in the United  States in
          respect  of  the   Securities   which  would  include  any  activities
          undertaken for the purpose of, or that could reasonably be expected to
          have the effect of,  conditioning  the market in the United States for
          the  resale  of any of the  Securities;  provided,  however,  that the
          Subscriber may sell or otherwise dispose of the Securities pursuant to
          registration  thereof  under  the  1933 Act and any  applicable  state
          securities   laws  or  under  an  exemption  from  such   registration
          requirements;

     (m)  the Company will refuse to register any transfer of the Securities not
          made in accordance with the provisions of Regulation S, pursuant to an
          effective  registration statement under the 1933 Act or pursuant to an
          available exemption from the registration requirements of the 1933 Act
          and in each case in accordance with applicable state securities laws;

     (n)  neither  the  SEC nor  any  other  securities  commission  or  similar
          regulatory  authority  has  reviewed  or passed  on the  merits of the
          Securities;

     (o)  no documents in connection  with the sale of the Note  hereunder  have
          been reviewed by the SEC or any state securities administrators;

     (p)  there  is no  government  or  other  insurance  covering  any  of  the
          Securities;

     (q)  the issuance and sale of the Securities to the Subscriber  will not be
          completed  if it would be  unlawful  or if, in the  discretion  of the
          Company  acting  reasonably,  it is not in the best  interests  of the
          Company;

     (r)  the Subscriber is purchasing  the Securities  pursuant to an exemption
          from the  registration  and the prospectus  requirements of applicable
          securities  legislation  on the  basis  that the  Subscriber  is not a
          resident of either the United States or Canada and, as a consequence:

          (i)  is  restricted  from using most of the civil  remedies  available
               under securities legislation,

          (ii) may not receive  information  that would otherwise be required to
               be provided under securities legislation, and

                                       3
<PAGE>
          (iii)the  Company is  relieved  from  certain  obligations  that would
               otherwise apply under securities legislation; and

     (s)  the  statutory  and  regulatory  basis  for the  exemption  from  U.S.
          registration  requirements claimed for the offer of the Note, although
          in technical  compliance  with Regulation S, would not be available if
          the  offering  is part of a plan or scheme  to evade the  registration
          provisions of the 1933 Act or any applicable state securities laws; .

6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER

6.1 The  Subscriber  hereby  represents  and warrants to and covenants  with the
Company  (which  representations,  warranties  and  covenants  shall survive the
Closing), and acknowledges that the Company is relying thereon, that:

     (a)  the  Subscriber  is not a U.S.  Person  as  that  term is  defined  in
          Regulation S;

     (b)  the  Subscriber  is not  acquiring the Note for the account or benefit
          of, directly or indirectly, any U.S. Person as that term is defined in
          Regulation S;

     (c)  the  Subscriber  is  resident  in the  jurisdiction  set out under the
          heading "Name and Address of Subscriber" on the signature page of this
          Subscription   Agreement  and  the  sale  of  the  Securities  to  the
          Subscriber as contemplated  in this  Subscription  Agreement  complies
          with or is exempt from the  applicable  securities  legislation of the
          jurisdiction of residence of the Subscriber;

     (d)  the Subscriber has the legal capacity and competence to enter into and
          execute this  Subscription  Agreement and to take all actions required
          pursuant  hereto and, if the Subscriber is a  corporation,  it is duly
          incorporated and validly subsisting under the laws of its jurisdiction
          of  incorporation  and  all  necessary  approvals  by  its  directors,
          shareholders and others have been obtained to authorize  execution and
          performance   of  this   Subscription   Agreement  on  behalf  of  the
          Subscriber;

     (e)  if the Subscriber is a corporation or other entity,  the entering into
          of  this  Subscription  Agreement  and the  transactions  contemplated
          hereby do not and will not result in the violation of any of the terms
          and provisions of any law  applicable to, or the constating  documents
          of, the Subscriber or of any agreement,  written or oral, to which the
          Subscriber  may be a party or by  which  the  Subscriber  is or may be
          bound;

     (f)  the  Subscriber  has duly  executed and  delivered  this  Subscription
          Agreement  and  upon  acceptance   thereof  by  the  Company  it  will
          constitutes   a  valid  and  binding   agreement  of  the   Subscriber
          enforceable against the Subscriber in accordance with its terms;

     (g)  the  Subscriber is acquiring  the  Securities as principal for its own
          account for  investment  purposes  only and not for the account of any
          other person and not for distribution, assignment or resale to others,
          and no other  person has a direct or indirect  beneficial  interest in
          such  Securities,  and it  has  not  subdivided  its  interest  in the
          Securities with any other person;

     (h)  the  Subscriber  is  outside  the United  States  when  receiving  and
          executing  this  Subscription  Agreement  and is acquiring the Note as
          principal for the  Subscriber's  own account for  investment  purposes
          only,  and  not  with a view  to,  or  for,  resale,  distribution  or
          fractionalisation  thereof,  in whole or in part,  and no other person
          has a direct or indirect beneficial interest in the Securities;

     (i)  the  Subscriber  is  aware  that  an  investment  in  the  Company  is
          speculative and involves certain risks, including the possible loss of
          the entire  investment  and it has carefully  read and  considered the
          matters set forth under the heading  "Risk  Factors"  appearing in the
          Company's  Forms 10-K,  10-Q, 8-K and any other filings filed with the
          SEC;

                                       4
<PAGE>
     (j)  the Subscriber has made an independent  examination and  investigation
          of an investment in the Securities and the Company and has depended on
          the advice of its legal and  financial  advisors  and agrees  that the
          Company  will  not  be  responsible  in any  way  whatsoever  for  the
          Subscriber's decision to invest in the Securities and the Company;

     (k)  the  Subscriber  (i) has adequate net worth and means of providing for
          its current financial needs and possible personal contingencies,  (ii)
          has no need for  liquidity  in this  investment,  and (iii) is able to
          bear the economic  risks of an  investment  in the  Securities  for an
          indefinite period of time;

     (l)  the Subscriber understands and agrees that the Company and others will
          rely   upon  the   truth  and   accuracy   of  the   acknowledgements,
          representations   and  agreements   contained  in  this   Subscription
          Agreement   and   agrees   that  if  any  of  such   acknowledgements,
          representations  and  agreements  are no longer  accurate or have been
          breached, the Subscriber shall promptly notify the Company;

     (m)  the Subscriber has the legal capacity and competence to enter into and
          execute this  Subscription  Agreement and to take all actions required
          pursuant hereto;

     (n)  the  Subscriber  has duly  executed and  delivered  this  Subscription
          Agreement  and it  constitutes  a valid and binding  agreement  of the
          Subscriber  enforceable  against the Subscriber in accordance with its
          terms;

     (o)  the Subscriber is not an  underwriter  of, or dealer in, the Company's
          Shares, nor is the Subscriber participating, pursuant to a contractual
          agreement or otherwise, in the distribution of any of the Shares;

     (p)  the Subscriber is not an  underwriter  of, or dealer in, the Company's
          Shares, nor is the Subscriber participating, pursuant to a contractual
          agreement or otherwise, in the distribution of any of the Securities;

     (q)  the Subscriber  understands and agrees that offers and sales of any of
          the Securities prior to the expiration of restricted  period after the
          date of original  issuance  of the  Securities  (the six month  period
          hereinafter referred to as the "DISTRIBUTION COMPLIANCE PERIOD") shall
          only be made in compliance  with the safe harbor  provisions set forth
          in Regulation S, pursuant to the  registration  provisions of the 1933
          Act or an exemption therefrom, and that all offers and sales after the
          Distribution  Compliance  Period shall be made only in compliance with
          the registration  provisions of the 1933 Act or an exemption therefrom
          and in each case only in accordance with applicable  state  securities
          laws;

     (r)  the  Subscriber  agrees  not to  engage  in any  hedging  transactions
          involving  any of  the  Securities  unless  such  transactions  are in
          compliance  with the  provisions of the 1933 Act and in each case only
          in accordance with applicable state securities laws;

     (s)  the  Subscriber  (i) is able to fend for  itself in the  Subscription;
          (ii) has such  knowledge  and  experience  in  financial  and business
          matters  as to be capable  of  evaluating  the merits and risks of its
          investment  in the  Securities  and the  Company;  and  (iii)  has the
          ability to bear the economic risks of its  prospective  investment and
          can afford the complete loss of such investment;

     (t)  the Subscriber will indemnify the Company  against,  and will hold the
          Company and, where  applicable,  its respective  directors,  officers,
          employees,  agents,  advisors and shareholders  harmless from, any and
          all loss, liability,  claim, damage and expense whatsoever (including,
          but not limited to, any and all fees,  costs and  expenses  whatsoever
          reasonably  incurred in investigating,  preparing or defending against
          any claim, lawsuit, administrative proceeding or investigation whether
          commenced   or   threatened)   arising   out  of  or  based  upon  any
          representation  or warranty of the Subscriber  contained  herein or in
          any document  furnished by the Subscriber to the Company in connection

                                       5
<PAGE>
          herewith being untrue in any material respect or any breach or failure
          by the Subscriber to comply with any covenant or agreement made by the
          Subscriber to the Company in connection therewith;

     (u)  the  Subscriber  is  not  aware  of  any  advertisement  of any of the
          Securities and is not acquiring the Securities as a result of any form
          of   general    solicitation   or   general   advertising    including
          advertisements, articles, notices or other communications published in
          any  newspaper,  magazine or similar media or broadcast  over radio or
          television,  or any  seminar  or  meeting  whose  attendees  have been
          invited by general solicitation or general advertising; and

     (v)  no  person   has  made  to  the   Subscriber   any   written  or  oral
          representations:

          (i)  that any person will resell or repurchase any of the Securities,

          (ii) that any  person  will  refund the  purchase  price of any of the
               Securities,

          (iii) as to the future price or value of any of the Securities, or

          (iv) that any of the Securities  will be listed and posted for trading
               on any stock  exchange or automated  dealer  quotation  system or
               that  application  has  been  made to list  and  post  any of the
               Securities  of the  Company on any stock  exchange  or  automated
               dealer  quotation  system,  except that  currently  the Company's
               common shares are quoted on the over-the-counter  market operated
               by the Over-The-Counter Bulletin Board operated by FINRA.

6.2 In this  Subscription  Agreement,  the term  "U.S.  Person"  shall  have the
meaning ascribed thereto in Regulation S.

7. ACKNOWLEDGEMENT AND WAIVER

7.1 The Subscriber has acknowledged that the decision to purchase the Securities
was solely made on the basis of  information  available to the Subscriber on the
EDGAR  database  maintained by the SEC at  www.sec.gov.  The  Subscriber  hereby
waives,  to the  fullest  extent  permitted  by law,  any rights of  withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of the Securities.

8. LEGENDING OF SUBJECT SECURITIES

8.1 The Subscriber hereby acknowledges that that upon the issuance thereof,  and
until  such  time  as the  same  is no  longer  required  under  the  applicable
securities  laws  and  regulations,  the  certificates  representing  any of the
Securities will bear a legend in substantially the following form:

     NONE  OF THE  SECURITIES  TO  WHICH  THIS  PRIVATE  PLACEMENT  SUBSCRIPTION
     AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER
     THE UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),  OR
     ANY U.S. STATE  SECURITIES  LAWS,  AND,  UNLESS SO REGISTERED,  NONE MAY BE
     OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN)
     EXCEPT  PURSUANT TO AN EXEMPTION  FROM, OR IN A TRANSACTION NOT SUBJECT TO,
     THE  REGISTRATION  REQUIREMENTS  OF THE 1933 ACT AND IN EACH  CASE  ONLY IN
     ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

The Subscriber  hereby  acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company  in order to  implement  the  restrictions  on  transfer  set  forth and
described in this Subscription Agreement.

                                       6
<PAGE>
9. COSTS

9.1 The Subscriber  acknowledges and agrees that all costs and expenses incurred
by the Subscriber  (including any fees and  disbursements of any special counsel
retained  by the  Subscriber)  relating  to the  purchase  of the Note or to the
conversion  of  the  Note  or  the  Conversion  Shares  shall  be  borne  by the
Subscriber.

10. GOVERNING LAW

10.1 This Subscription  Agreement is governed by the laws of the State of Nevada
and the federal laws  applicable  thereto.  The  Subscriber,  in its personal or
corporate  capacity and, if applicable,  on behalf of each beneficial  purchaser
for whom it is acting,  irrevocably attorns to the jurisdiction of the courts of
the State of Nevada.

11. SURVIVAL

11.1   This   Subscription   Agreement,   including   without   limitation   the
representations,  warranties and covenants  contained herein,  shall survive and
continue  in full  force and  effect  and be  binding  upon the  parties  hereto
notwithstanding  the  completion  of the purchase of the Note by the  Subscriber
pursuant hereto.

12. ASSIGNMENT

12.1 This Subscription Agreement is assignable.

13. SEVERABILITY

13.1 The  invalidity or  unenforceability  of any  particular  provision of this
Subscription  Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.

14. ENTIRE AGREEMENT

14.1 Except as  expressly  provided in this  Subscription  Agreement  and in the
agreements, instruments and other documents contemplated or provided for herein,
this  Subscription  Agreement  contains the entire agreement between the parties
with  respect  to the sale of the  Securities  and  there  are no  other  terms,
conditions,  representations or warranties,  whether expressed, implied, oral or
written,  by statute or common  law,  by the  Company  or by anyone  else.  This
subscription  may only be amended by instrument in writing signed by the parties
hereto.

15. NOTICES

15.1 All  notices  and other  communications  hereunder  shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of  telecommunication.  Notices to the Subscriber  shall be directed to the
address on the signature page of this Subscription  Agreement and notices to the
Company  shall be directed to it at Norstra  Energy Inc.,  2860  Exchange  Blvd,
Suite 400, Southlake TX.

16. COUNTERPARTS AND ELECTRONIC MEANS

16.1 This Subscription  Agreement may be executed in any number of counterparts,
each of which, when so executed and delivered,  shall constitute an original and
all of which together shall  constitute one instrument.  Delivery of an executed
copy of this  Subscription  Agreement by electronic  facsimile  transmission  or
other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Subscription  Agreement as of the
date hereinafter set forth.

                                       7
<PAGE>
17. REGISTRATION INSTRUCTIONS

17.1 The Subscriber hereby directs the Company to cause any Note issued pursuant
to this  Subscription  Agreement to be registered on the books of the Company as
directed on the signature page of this Agreement.

IN WITNESS WHEREOF the Subscriber has duly executed this Subscription  Agreement
as of the date of acceptance by the Company.

                                    JACKSON BENNETT LLC


                                    /s/ Ariel St. George
                                    --------------------------------------------
                                    (Signature and, if applicable, Office)

                                    Registration Information (if different from
                                    above)

                                    --------------------------------------------
                                    (Name of Subscriber - Please type or print)


                                    --------------------------------------------
                                    (Signature and, if applicable, Office)

                                    --------------------------------------------
                                    (Address of Subscriber)

                                    --------------------------------------------
                                    (City, State or Province, Postal Code of
                                    Subscriber)

                                    --------------------------------------------
                                    (Country of Subscriber)

                                    --------------------------------------------
                                    (Fax and/or E-mail Address of Subscriber)

                                   ACCEPTANCE

The  above-mentioned  Subscription  Agreement  in  respect of the Note is hereby
accepted by Norstra Energy Inc.

DATED at Southlake, Texas, the 25th day of April, 2013.

NORSTRA ENERGY INC.


Per: /s/ Glen Landry
     ------------------------------
     Glen Landry

                                       8
<PAGE>
                                   EXHIBIT "A"

                            FORM OF CONVERTIBLE NOTE

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS
CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE  TRANSACTION TO A PERSON WHO IS NOT
A U.S.  PERSON (AS DEFINED  HEREIN)  PURSUANT TO  REGULATION  S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES  REPRESENTED  HEREBY NOR THE SECURITIES  INTO WHICH THESE
SECURITIES ARE CONVERTIBLE  HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S.
STATE  SECURITIES  LAWS, AND, UNLESS SO REGISTERED,  MAY NOT BE OFFERED OR SOLD,
DIRECTLY  OR  INDIRECTLY,  IN THE UNITED  STATES OR TO A U.S.  PERSON  EXCEPT IN
ACCORDANCE  WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,  PURSUANT TO
AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE 1933 ACT,  OR  PURSUANT  TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY
AND THE SECURITIES  INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS
DEFINED BY REGULATION S UNDER THE 1933 ACT.

Dated: April 25, 2013

                                                                   U.S. $180,000

                                CONVERTIBLE NOTE

FOR VALUE  RECEIVED,  NORSTRA  ENERGY INC.  (the  "COMPANY")  promises to pay to
JACKSON BENNETT LLC, or its registered assignS (the "HOLDER"), the principal sum
of One Hundred  Eighty  Thousand  Dollars  ($180,000) in lawful  currency of the
United States (the "PRINCIPAL AMOUNT") on April 25, 2015 or such earlier date as
the Note may be  permitted  to be repaid as provided  hereunder  (the  "MATURITY
DATE"),  with 10%  annual  interest,  to the  Holder on the  earlier  of (i) the
Conversion Date (as hereafter  defined) and (ii) the Maturity Date (except that,
if any such date is not a Business  Day,  then such payment  shall be due on the
next succeeding Business Day) in cash. THE COMPANY MAY PREPAY ANY PORTION OF THE
PRINCIPAL AMOUNT WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER.

This Note is subject to the following additional provisions:

1. OTHER AGREEMENTS.

1.1 This Note has been issued pursuant to a subscription  agreement  between the
Company  and the Holder  dated  April 25,  2013 (the  "SUBSCRIPTION  AGREEMENT")
pursuant to which the Holder  purchased  this Note,  and this Note is subject in
all respects to the terms of the  Subscription  Agreement and  incorporates  the
terms of the Subscription Agreement to the extent that they do not conflict with
the terms of this Note. This Note may be transferred or assigned.

2. EVENTS OF DEFAULT.

2.1 "Event of Default",  wherever  used herein,  means any one of the  following
events  (whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order,  rule or regulation of any  administrative  or governmental
body):

                                       9
<PAGE>
     (a)  any default in the payment of the Principal  Amount of this Note, free
          of any claim of  subordination,  as and when the same shall become due
          and payable  (whether on a Conversion  Date or the Maturity Date or by
          acceleration or otherwise);

     (b)  the  Company  shall fail to observe or perform  any other  covenant or
          agreement  contained in this Note or the Subscription  Agreement which
          failure is not cured,  if  possible to cure,  within 30 calendar  days
          after notice of such default is sent by the Holder to the Company; or

     (c)  the Company or any of its  subsidiaries  (each a  "SUBSIDIARY")  shall
          commence,  or there  shall be  commenced  against  the  Company or any
          Subsidiary a case under any applicable  bankruptcy or insolvency  laws
          as now or hereafter in effect or any successor thereto, or the Company
          or  any   Subsidiary   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 or there is commenced against the Company or
          any Subsidiary  any such  bankruptcy,  insolvency or other  proceeding
          which remains  undismissed  for a period of 60 days; or the Company or
          any Subsidiary 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  suffers any appointment of
          any  custodian  or the  like  for it or any  substantial  part  of its
          property which  continues  undischarged or unstayed for a period of 60
          days; or the Company or any Subsidiary makes a general  assignment for
          the benefit of  creditors;  or 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  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  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 for the purpose of effecting any of the foregoing.

2.2 If any Event of Default  occurs,  the full Principal  Amount,  together with
interest and other amounts owing in respect  thereof to the date of acceleration
shall become,  at the Holder's  election,  immediately  due and payable in cash.
Upon payment of the full  Principal  Amount,  together  with  interest and other
amounts  owing in  respect  thereof,  in  accordance  herewith,  this Note shall
promptly be  surrendered  to or as directed by the Company.  The Holder need not
provide and the Company hereby waives any presentment,  demand, protest or other
notice of any kind, and the Holder may immediately and without expiration of any
grace period  enforce any and all of its rights and remedies  hereunder  and all
other remedies  available to it under  applicable  law. Such  declaration may be
rescinded and annulled by the Holder at any time prior to payment  hereunder and
the Holder  shall have all rights as a Note holder  until such time,  if any, as
the full  payment  under this  Section  shall have been  received by it. No such
rescission or annulment  shall affect any subsequent  Event of Default or impair
any right consequent thereon.

3. CONVERSION.

3.1  At any  time  after  the  Financing  Date  until  this  Note  is no  longer
outstanding,  this Note may be converted into Conversion  Shares at any time and
from time-to-time,  in whole or in part, at the option of the Holder. The Holder
shall  effect  conversions  by  delivering  to the Company the form of Notice of
Conversion  attached  hereto as Annex A (a "NOTICE OF  CONVERSION"),  specifying
therein  the  amount of  principal  to be  converted  and the date on which such
conversion is to be effected (a "CONVERSION DATE");  provided that the date upon
which any such  conversion  may be effected may not be less than 5 calendar days
following  the date of delivery of the Notice of  Conversion.  If no  Conversion
Date is specified in a Notice of Conversion,  the  Conversion  Date shall be the
date that is 5 calendar days after such Notice of Conversion is delivered to the
Company.  To effect conversions  hereunder,  the Holder shall not be required to
physically  surrender the Note to the Company unless the entire principal amount
of this Note has been so converted.  Conversions hereunder shall have the effect
of lowering the outstanding  principal amount of this Note in an amount equal to
the applicable  conversion.  The Holder and the Company shall  maintain  records
showing the principal  amount  converted and the date of such  conversions.  The
Company  shall  deliver  any  objection  to any Notice of  Conversion  within 10
business days of receipt of such notice. The Holder, by acceptance of this Note,
acknowledges  and agrees that, by reason of the  provisions  of this  paragraph,

                                       10
<PAGE>
following  conversion  of a portion  of this Note,  the  unpaid and  unconverted
principal  amount of this Note may be less  than the  amount  stated on the face
hereof.

3.2  The  number  of  Conversion  Shares  issuable  upon  a  conversion  of  any
outstanding  principal  under  the Note  shall  be  determined  by the  quotient
obtained by dividing (x) by (y) where (x) is equal to the amount of  outstanding
principal  to be  converted  and (y) is the  Conversion  Price  (as  hereinafter
defined).

3.3 Not later than five Trading Days after any Conversion Date, the Company will
deliver to the Holder a certificate or certificates  representing the Conversion
Shares  (bearing  such  legends as may be required by  applicable  law and those
required by the  Subscription  Agreement)  representing the number of Conversion
Shares being acquired upon the conversion of Note.

3.4 The conversion  price (the  "CONVERSION  PRICE") in effect on any Conversion
Date shall be shall mean $0.50 per share.

3.5  At any  time  after  the  Financing  Date  until  this  Note  is no  longer
outstanding,  this Note may be converted into Conversion  Shares at any time and
from  time-to-time,  in whole or in part,  at the  option  of the  Company.  The
Company shall effect  conversions  by delivering to the Holder written notice of
conversion  specifying  therein the amount of principal to be converted  and the
date on which such conversion is to be effected (a "CONVERSION DATE");

3.6 The Company  covenants  that it will at all times reserve and keep available
out of its authorized and unissued  shares of Common Stock such number of shares
as is necessary in order to ensure that a sufficient  number are  available  for
the purpose of issuance of Conversion  Shares upon conversion of this Note, free
from  pre-emptive  rights  or any other  actual  contingent  purchase  rights of
Persons other than the Holder.  The Company covenants that all Conversion Shares
shall,  upon issue,  be duly and validly  authorized,  issued and fully paid and
non-assessable.

3.7 Upon a conversion hereunder the Company shall not be required to issue stock
certificates  representing fractions of any Conversion Shares, and the number of
Conversion Shares shall be rounded up or down to the nearest whole number.

3.8 If the Company, at any time while this Note is outstanding: (A) pays a stock
dividend or otherwise  makes a distribution  or  distributions  in shares of its
Common  Stock or any other  equity or equity  equivalent  securities  payable in
shares of Common Stock, (B) subdivides outstanding shares of Common Stock into a
larger number of shares, (C) combines  (including by way of reverse stock split)
outstanding  shares of Common  Stock  into a smaller  number of  shares,  or (D)
issues by  reclassification  of shares of the Common Stock any shares of capital
stock of the  Company,  then the  Conversion  Price  shall  be  multiplied  by a
fraction of which the  numerator  shall be the number of shares of Common  Stock
(excluding  treasury shares, if any) outstanding  before such event and of which
the denominator  shall be the number of shares of Common Stock outstanding after
such event.  Any adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective  immediately
after  the  effective  date  in  the  case  of  a  subdivision,  combination  or
re-classification.

4. REPAYMENT.

4.1 Repayment of this Note, including all interest, shall be due on the Maturity
Date, unless earlier converted into common shares.

5. INTEREST.

5.1 Interest on the Principal  Amount shall be calculated at 10%, per annum, and
be payable on the Maturity Date.

                                       11
<PAGE>
6. NOTICES.

6.1 Any and all notices or other  communications or deliveries to be provided by
the Holder hereunder,  including,  without limitation, any Notice of Conversion,
shall be in writing and delivered personally, by facsimile, sent by a nationally
recognized  overnight courier service,  addressed to the Company, at the address
set forth above,  or such other  address or facsimile  number as the Company may
specify for such purposes by notice to the Holder  delivered in accordance  with
this Section.  Any and all notices or other  communications  or deliveries to be
provided by the Company hereunder shall be in writing and delivered  personally,
by  facsimile,  sent  by  a  nationally  recognized  overnight  courier  service
addressed  to the Holder at the  facsimile  telephone  number or address of such
Holder appearing on the books of the Company,  or if no such facsimile telephone
number or address  appears,  at the address of the Holder to which this Note was
delivered.  Any notice or other  communication or deliveries  hereunder shall be
deemed given and effective on the earliest of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone number specified in this Section prior to 5:30 p.m.  (Eastern Standard
Time),  (ii)  the  date  after  the  date of  transmission,  if such  notice  or
communication  is delivered  via  facsimile at the  facsimile  telephone  number
specified in this Section later than 5:30 p.m.  (Eastern  Standard  Time) on any
date and earlier than 11:59 p.m. (Eastern Standard Time) on such date, (iii) the
second  business  day  following  the  date of  mailing,  if sent by  nationally
recognized  overnight courier service,  or (iv) upon actual receipt by the party
to whom such notice is required to be given.

7. DEFINITIONS.

7.1 For the purposes hereof,  in addition to the terms defined elsewhere in this
Note: (i) capitalized terms not otherwise defined herein have the meanings given
to such terms in the Subscription Agreement,  and (ii) the following terms shall
have the following meanings:

     (a)  "BUSINESS DAY" means any day except Saturday, Sunday and any day which
          shall be a federal  legal  holiday  in the  United  States or a day on
          which  banking  institutions  in the State of Texas are  authorized or
          required by law or other government action to close.

     (b)  "COMMON STOCK" means the common stock,  par value $0.001 per share, of
          the  Company  and stock of any other  class into which such shares may
          hereafter have been reclassified or changed.

     (c)  "CONVERSION DATE" has the meaning set forth in Section 3.5 hereof.

     (d)  "CONVERSION PRICE" has the meaning set forth in Section 3.4 hereof.

     (e)  "CONVERSION  SHARE"  means shares of the  Company's  Common Stock into
          which  principal  and  Interest  due  pursuant  to  this  Note  may be
          converted.

     (f)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     (g)  "FINANCING  DATE"  means  the date on which  the  Principal  Amount is
          delivered to the Company by the Investor.

     (h)  "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
          rules and regulations promulgated thereunder.

     (i)  "TRADING  DAY"  means a day on which the  shares  of Common  Stock are
          traded on a trading  market  on which the  shares of Common  Stock are
          then listed or quoted,  provided, that in the event that the shares of
          Common  Stock are not listed or quoted,  then Trading Day shall mean a
          Business Day.

                                       12
<PAGE>
8. REPLACEMENT OF NOTE IF LOST OR DESTROYED.

If this Note shall be mutilated,  lost,  stolen or destroyed,  the Company shall
execute and deliver, in exchange and substitution for and upon cancellation of a
mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed
Note,  a new Note for the  principal  amount  of this Note so  mutilated,  lost,
stolen or  destroyed  but only upon  receipt of evidence of such loss,  theft or
destruction  of such  Note,  and of the  ownership  hereof,  and  indemnity,  if
requested, all reasonably satisfactory to the Company.

9. GOVERNING LAW.

All  questions   concerning  the   construction,   validity,   enforcement   and
interpretation  of this Note shall be governed by and  construed and enforced in
accordance with the internal laws of the State of Nevada,  without regard to the
principles of conflicts of law thereof.

10. WAIVERS

Any waiver by the  Company or the  Holder of a breach of any  provision  of this
Note shall not operate as or be  construed to be a waiver of any other breach of
such provision or of any breach of any other provision of this Note. The failure
of the Company or the Holder to insist upon strict adherence to any term of this
Note on one or more  occasions  shall not be considered a waiver or deprive that
party of the right  thereafter  to insist upon strict  adherence to that term or
any other term of this Note. Any waiver must be in writing.

11. USURY.

If any provision of this Note is invalid, illegal or unenforceable,  the balance
of this Note shall remain in effect, and if any provision is inapplicable to any
Person or circumstance,  it shall  nevertheless  remain  applicable to all other
Persons  and  circumstances.  If it shall be found  that any  interest  or other
amount deemed interest due hereunder  violates  applicable laws governing usury,
the applicable rate of interest due hereunder shall  automatically be lowered to
equal the maximum  permitted  rate of interest.  The Company  covenants  (to the
extent that it may  lawfully  do so) that it shall not at any time insist  upon,
plead,  or in any manner  whatsoever  claim or take the benefit or advantage of,
any stay,  extension  or usury law or other law which would  prohibit or forgive
the Company  from paying all or any portion of the  principal  of or interest on
this Note as contemplated herein, wherever enacted, now or at any time hereafter
in  force,  or  which  may  affect  the  covenants  or the  performance  of this
indenture,  and the  Company  (to  the  extent  it may  lawfully  do so)  hereby
expressly  waives all benefits or advantage of any such law, and covenants  that
it will not, by resort to any such law,  hinder,  delay or impeded the execution
of any power  herein  granted  to the  Holder,  but will  suffer  and permit the
execution of every such as though no such law has been enacted.

12. NEXT BUSINESS DAY.

Whenever any payment or other  obligation  hereunder shall be due on a day other
than a Business Day, such payment shall be made on the next succeeding  Business
Day.

IN WITNESS  WHEREOF,  the Company has caused  this  Convertible  Note to be duly
executed by a duly authorized officer as of the date first above indicated.

                                          NORSTRA ENERGY INC.

                                          By: /s/ Glen Landry
                                              ----------------------------------
                                          Title: President

                                       13
<PAGE>
                                     ANNEX A

                              NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the Convertible Note of
Norstra  Energy Inc., a Nevada  corporation  (the  "COMPANY"),  due on April 25,
2015, into shares of the Company's  common stock (each a "Share") as of the date
written below. The undersigned will pay all transfer taxes,  intangible or other
taxes payable with respect hereto and is delivering  herewith such  certificates
and opinions as reasonably requested by the Company in accordance therewith.  No
fee will be charged to the holder for any conversion.

The undersigned agrees to comply with the prospectus delivery requirements under
the applicable  securities laws in connection with any transfer of the aforesaid
Shares.

Conversion calculations:
                        ------------------------------------
Date to Effect Conversion:
                          ----------------------------------
Principal Amount of Note to be Converted:
                                         -------------------
Accrued Interest to be Converted:
                                 ---------------------------
Number of Shares to be issued:
                              ------------------------------

Signature:
          --------------------------------------------------

Name:
     -------------------------------------------------------

Address:
        ----------------------------------------------------

        ----------------------------------------------------

                                       14