EXHIBIT 10.2


 


NOTE AGREEMENT


 


	$ ________	Houston, Texas	February 25, 2011


 


For value received,
BERING EXPLORATION, INC (“Maker”), promises to pay to the order of _____________ (“Lender”), the sum of
_____________________ AND NO/100 DOLLARS ($______________.00), in legal and lawful money of the United States of America, together
with interest thereon at the rate of ten percent (10%) per annum plus a 10% transaction fee that will also accrue with interest
from the date of the Note. Interest on the unpaid principal balance shall accrue from the date hereof. Interest will be calculated
on the basis of a 365-day year and actual number of days elapsed.


 


Payment of accrued
and outstanding interest and the principal are due on December 31, 2011 (“Maturity”) Each payment shall be credited
first on the interest then due, and the remainder on the principal sum outstanding, and interest shall cease on any principal amount
prepaid.


 


If any payment of principal
or interest on this Note shall become due on a Saturday, Sunday or any other day on which national banks are not open for business,
such payment shall be made on the next succeeding business day.


 


Maker shall be in default
under this Note if any interest or principal payment required under this Note is not paid when due, and such default is not cured
within ten (10) business days after receipt of notice of such late payment, in which case the Lender may declare all sums due under
this Note to be immediately due and payable, and may exercise any and all available remedies.


 


It is the intention
of the parties hereto to comply with the usury laws applicable to this Note; accordingly, it is agreed that notwithstanding any
provision to the contrary in this Note or in any of the documents securing payment hereof, if any, no such provision shall require
the payment or permit the collection of interest in excess of the maximum rate permitted by law. If any excess of interest is provided
for, contracted for, charged for, or received or adjudicated to be provided for, contracted for, or received, then the provisions
of this paragraph shall govern and control and neither the Maker hereof nor any other party liable for the payment hereof shall
be obligated to pay the amount of such express interest. Any such excess interest which may have been collected shall be, at the
Holder’s option, either (1) applied as credit against the then unpaid principal amount hereof or (2) refunded to the Maker.
The effective rate of interest shall be automatically subject to reduction to the maximum lawful contract rate allowed under the
usury laws of the State of Texas as they are now or subsequently construed by the courts of the State of Texas.


 


If this Note is not
paid at Maturity, regardless of how the Maturity may be brought about, or is collected or attempted to be collected through the
initiation or prosecution of any suit or through any probate, bankruptcy, or any other judicial proceedings, or is placed in the
hands of an attorney for collection, Maker shall pay, in addition to all other amounts owing under this Note, all actual expenses
of collection, all court costs, and reasonable attorney’s fees incurred by Lender.


 



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This Note 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 oral agreements between the parties. In the event that any provision contained in this Note
conflicts with applicable law, such conflict shall not affect the other provisions of this Note that can be given effect without
the conflicting provisions. To this end, the provisions of this Note are declared to be severable.


 


This Note shall be
governed by the laws of the State of Texas. Any action brought by either party against the other party to enforce or interpret
this Note shall be brought in an appropriate court in Houston, Harris County, Texas. 


 


	MAKER:	LENDER:
	 	 
	BERING EXPLORATION, INC.	___________________
	 	 
	By:	By:	 
	Name: Steven M. Plumb	 
	Title: Chief Financial Officer	 


 








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