Exhibit 10.14

                                 PROMISSORY NOTE

   $20,000,000.00                 Houston, Texas                 May 23, 2006


     FOR VALUE RECEIVED and WITHOUT GRACE,  the undersigned  ("Makers")  jointly
and  severally  promise to pay to the order of STERLING BANK  ("Payee"),  at its
banking  quarters in Houston,  Harris County,  Texas,  the sum of TWENTY MILLION
DOLLARS  ($20,000,000.00),  or so much  thereof as may be advanced  against this
Note pursuant to the Amended and Restated  Credit  Agreement  dated of even date
herewith  by and  between  Makers and Payee (as  amended by the First  Amendment
dated  as of  May  22,  2006,  and  as  may  be  further  amended,  restated  or
supplemented from time to time, the "Credit Agreement"),  together with interest
at the rates and calculated as provided in the Credit Agreement.

     Reference  is hereby  made to the Credit  Agreement  for  matters  governed
thereby,  including,  without limitation,  the availability of Makers to receive
advances under this Note and certain events which will entitle the holder hereof
to accelerate the maturity of all amounts due hereunder.  Capitalized terms used
but not defined in this Note shall have the  meanings  assigned to such terms in
the Credit Agreement.

     This Note is issued  pursuant  to and is payable as  provided in the Credit
Agreement.  Subject  to  compliance  with  applicable  provisions  of the Credit
Agreement,  Makers may at any time pay the full  amount or any part of this Note
without the payment of any premium or fee,  but such  payment  shall not,  until
this Note is fully paid and  satisfied,  excuse the payment as it becomes due of
any payment on this Note provided for in the Credit Agreement.

     This  Note is  issued  as an  amendment  and  restatement  of that  certain
Promissory  Note dated December 3, 2004,  executed by The CYMRI  Corporation,  a
Texas corporation, Petroleum Engineers, Inc., a Louisiana corporation, Petroleum
Engineers  International,  Inc., a Louisiana  corporation,  and Triumph  Energy,
Inc.,  a  Louisiana  corporation,  and  payable  to the  order  of  Payee in the
principal amount of $20,000,000.

     Without  being  limited  thereto  or  thereby,  this Note is secured by the
Security Instruments.

     THIS NOTE  SHALL BE  GOVERNED  AND  CONTROLLED  BY THE LAWS OF THE STATE OF
TEXAS WITHOUT GIVING EFFECT TO PRINCIPLES  THEREOF RELATING TO CONFLICTS OF LAW;
PROVIDED,  HOWEVER,  THAT CHAPTER 345 OF THE TEXAS FINANCE CODE (WHICH REGULATES
CERTAIN  REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING  TRIPARTY  ACCOUNTS) SHALL
NOT APPLY TO THIS NOTE.



                       [Signatures on the following page.]

<PAGE>



                                       MAKERS:



                                       CYMRI, L.L.C.
                                       (f/k/a TRADESTAR ACQUISITION SUB, L.L.C.)

                                       By: /s/ Frederick A. Huttner
                                           -------------------------------
                                               Frederick A. Huttner
                                               Vice President



                                       TRIUMPH ENERGY, INC.

                                       By: /s/ Larry M. Wright
                                           -------------------------------
                                               Larry M. Wright
                                               Chief Executive Officer