EXHIBIT 10.6


$2,200,000.00                 PROMISSORY NOTE                  December 13, 2007


         FOR VALUE RECEIVED, the undersigned,  Amen Minerals,  L.P. (hereinafter
called  "Maker"),  promises  to pay to the  order of  Softvest,  LP, at 400 Pine
Street,  Suite 1010,  Abilene,  Texas 79601 ("Payee"),  the principal sum of Two
Million Two Hundred Thousand and No/100 Dollars  ($2,200,000.00)  or such lesser
amount as may be  advanced  under  this Note in coin or  currency  of the United
States of America,  together with  interest  thereon from and after the maturity
date hereof  until paid in full at an annual rate of eight and one half  percent
(8.5%),  provided  that the interest rate or amount shall not exceed the maximum
rate and amount of nonusurious  interest allowed from time to time by applicable
law (the "Highest Lawful Rate").  No interest shall accrue on this Note if it is
paid on or prior to the maturity date.

         Advances  may be made under this Note upon request by Maker to Payee up
to the face amount of this Note.  This Note does not represent a revolving  line
of credit and the aggregate  amount of all advances  hereunder  shall not exceed
Two  Million  Two  Hundred   Thousand   and  No/100   Dollars   ($2,200,000.00),
notwithstanding any repayment of outstanding principal.  The total amount of all
advances,  less  any  principal  payments,   shall  constitute  the  outstanding
principal balance of this Note at any given point in time.

         This Note is payable on December  31, 2007,  the maturity  date of this
Note, when all outstanding  principal and accrued but unpaid interest under this
Note  shall be due and  payable.  Maker may  prepay  all or any  portion  of the
outstanding  principal  balance  at any  time,  and from  time to time,  without
penalty  or fee.  Any  prepayment  will be applied  first to accrued  and unpaid
interest, if any, and the balance to principal.

         Upon the  occurrence  of an Event of Default (as  hereinafter  defined)
Payee  shall  have  all  rights  and  remedies  available  hereunder  and  under
applicable law.

         Maker,  as well as any persons or entities  which become liable for the
payment of this Note,  hereby  expressly  (a) consents to any the release of any
party  primarily or  secondarily  liable  hereon;  (b) waives notice of default,
notice of intent to accelerate,  notice of acceleration,  demand and any and all
other notices with respect to this Note;  and (c) agrees that (i) the acceptance
of late  payment(s)  hereunder by Payee  hereof,  (ii) waiver of any event(s) of
default  hereunder  and/or any instrument  securing or guaranteeing  the payment
hereof or (iii) other forgiveness of any other defaults by the Maker,  shall not
constitute  a waiver  by the  Payee  hereof  of any  subsequent  defaults,  late
payments or other  violations  of Maker's  obligations  hereunder  and/or in the
terms of any instrument securing or guaranteeing the payment hereof.

         As used in this  Note,  an "Event of  Default"  shall be deemed to have
occurred  upon  the  occurrence  of any of the  following  events:  (i) when any
payment of principal or interest is not made when due,  (ii) upon the failure of
Maker to perform any covenant, agreement or obligation contained in this Note or
in any security document executed in connection herewith, (iii) upon any default
or event of default under any security document executed in connection herewith,
(iv) upon the  dissolution,  insolvency or business failure of the Maker, or the
appointment  of a receiver for all or a part of Maker's  property,  and (v) upon
the assignment for the benefit of Maker's creditors or a calling of a meeting of
creditors of Maker, or upon commencement of any proceeding under any bankruptcy,
insolvency or other debtor relief laws by or against Maker.

         If this Note is placed in the hands of any attorney for collection,  or
suit  is  filed  hereon,  or  proceedings  are  made  in  probate,   bankruptcy,
receivership,  arrangement  or otherwise for collection  hereof,  Maker and each
endorser,  guarantor and surety liable upon or for payment of this Note agree to

                                       1
<PAGE>


pay all reasonable  expenses and costs incurred by Payee in connection with such
collection,  suit  or  proceedings,  including  without  limitation,  reasonable
attorney's fees.

         All  agreements  between the Maker and Payee,  whether now  existing or
hereafter  arising and whether written or oral, are hereby limited so that in no
contingency  shall the  interest  paid or agreed to be paid to Payee  exceed the
maximum  amount  permitted  under  applicable  law. If,  under any  circumstance
whatsoever,  interest would otherwise be payable to Payee at a rate in excess of
the Highest Lawful Rate, then the interest  payable to Payee shall be reduced to
the maximum amount permitted under applicable law, and if under any circumstance
whatsoever  Payee  shall ever  receive  anything  of value  deemed  interest  by
applicable law which would exceed  interest at the Highest Lawful Rate, then any
excessive  interest  paid  shall be applied to the  reduction  of the  principal
amount  hereunder and not to the payment of interest or if such excess  interest
exceeds the unpaid  principal  balance hereof,  such excess shall be refunded to
Maker.  All  interest  paid or agreed to be paid to Payee  shall,  to the extent
permitted  by  applicable  law, be  amortized,  prorated,  allocated  and spread
throughout  the full period until  payment in full of the principal of this Note
so that the rate of interest hereon is uniform throughout the term hereof.  This
paragraph shall control all agreements between the Maker and the Payee.

         THIS NOTE SHALL BE CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE
OF TEXAS EXCEPT FOR CONFLICTS OF LAWS PRINCIPLES  WHICH WOULD RESULT IN THE LAWS
OF ANOTHER JURISDICTION TO APPLY.

         THIS NOTE AND ANY SECURITY DOCUMENTS RELATED HERETO REPRESENT 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 WITNESS WHEREOF,  Maker has executed this Note as of the 13th day of
December, 2007.

                                 AMEN MINERALS, L.P.

                                 By:  AMEN PROPERTIES, INC., its general partner


                                 By:
                                    --------------------------------------------
                                 Printed Name:
                                              ----------------------------------
                                 Title:
                                       -----------------------------------------

                                 Address:

                                 303 W. Wall Street, Suite 2300
                                 Midland, Texas 79701





                                       2