PROMISSORY NOTE

                                AUGUST 29, 2007

     The  undersigned,  Enexco,  Inc.,  a  Texas corporation (hereinafter called
"Maker"),  whose  address  for  purposes hereof is 3131 Turtle Creek Blvd, Suite
1210,  Dallas, Texas 75219, for value received, without grace, in the manner, on
the  dates and in the amounts herein stipulated, promises to pay to the order of
Colony  Energy,  Inc.,  a  Delaware corporation (hereinafter called "Payee"), at
Payee's  principal place of business located at 2100 West Loop South, Suite 900,
Houston,  Texas  77027, or at such other place as Payee may hereafter designate,
such  principal sum as shall be advanced pursuant hereto at the request of Maker
in  lawful  money  of  the United States of America (Payee's only obligation [if
any]  to  advance  any  amount pursuant hereto is set forth in the Agreement, as
defined  hereinafter).  Maker  hereby  agrees  that Payee may note on Schedule I
hereto  all  advances  of  principal  made  pursuant hereto, and all payments of
principal.

     The  unpaid  principal amount from time to time outstanding hereunder shall
bear no interest; provided, however, the agreement of even date herewith between
Maker  and  Payee  pursuant  to which the loan represented by this Note was made
(the  "Agreement")  provides for certain consideration for the making such loan.

          The  unpaid principal balance of this Note shall be due and payable in
full  on  or before August 29, 2008, the first annual anniversary of the date of
this  Note.  Notwithstanding  the  preceding,  partial  payments  of  the unpaid
principal  balance  of this Note in the amounts indicated in the table below (to
the  extent  then outstanding) shall be due and payable at the time indicated in
the  table  opposite  such  early  payment  amounts:

     AMOUNT  OF
     EARLY  PAYMENT     EVENT  GIVING  RISE  TO  EARLY  PAYMENT
     --------------     ---------------------------------------

     $  83,429.45     Commencement  of the construction of the drilling location
for  the  "Calvin"  prospect  described  in  an  exhibit  to  the  Agreement.

     $  45,468.80     Commencement  of the construction of the drilling location
for  the  "Skydancer"  prospect  described  in  an  exhibit  to  the  Agreement.

     $127,728.90     Commencement  of  the construction of the drilling location
for  the  "Waters/Menter"  prospect  described  in  an exhibit to the Agreement.

     $  80,466.75     Commencement  of the construction of the drilling location
for  the  "Hamilton"  prospect  described  in  an  exhibit  to  the  Agreement.

     If  this  Note is not paid at maturity and said Note is placed in the hands
of  an  attorney  for collection or if collection by suit or through the probate
court, bankruptcy court, or by any other legal or judicial proceeding is sought,
Maker agrees to pay all expenses incurred, including reasonable attorneys' fees,
all  of  which  shall  become  a  part  of  the  principal  hereof.

     Maker and each and all other liable parties expressly and specifically, (i)
severally  waive  grace,  presentment for payment, demand for payment, notice of
intent to accelerate and notice of acceleration, notice of dishonor, protest and
notice  of  protest,  notice  of  nonpayment, and any and all other notices, the
filing  of  suit  and  diligence in collecting this Note or enforcing any of the
security  herefor,  (ii)  severally  agree  to  any substitution, subordination,
exchange  or  release  of  any security held for the payment of this Note or any
other  obligation  to  Payee  and  release of any party primarily or secondarily
liable  hereon,  (iii) severally agree that Payee shall not be required first to
institute suit or exhaust Payee's remedies hereon against Maker or other parties
liable  hereon or to enforce Payee's rights against them or any security herefor
in  order  to  enforce  payment  of this Note by any of them, and (iv) severally
agree  to  any  extension or postponement of time of payment of this Note and to
any  other indulgence with respect hereto without notice thereof to any of them.

     The  invalidity,  or  unenforceability  in particular circumstances, of any
provision  of  this  Note  shall  not  extend  beyond  such  provision  or  such
circumstances  and  no  other  provision of this Note shall be affected thereby.

     This  Note  is  secured  by  a  security  interest in and general lien upon
certain  of  Maker's  assets, as such security interest in and general lien were
created  in  that  certain  Deed  of  Trust,  Assignment of Production, Security
Agreement  and  Financing  Statement  of even date herewith executed by Maker in
favor  of  Payee.

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE  STATE  OF  TEXAS  AND  THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

                                   ENEXCO,  INC.,
                                   a  Texas  corporation



                                   By:_________________________________

                                   Name:_______________________________

                                   Title:________________________________











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<PAGE>
                                   SCHEDULE I

                                NATURE OF EVENT
                                ---------------
      DATE OF ADVANCE     (ADVANCE OR     AMOUNT OF ADVANCE     CUMULATIVE
      ---------------     -----------     -----------------     ----------
                                    INITIALS
                                    --------
    OR PAYMENT     PAYMENT?)     OR PAYMENT     BALANCE     MAKER     PAYEE
    ----------     ---------     ----------     -------     -----     -----