PROMISSORY NOTE

Exhibit 10.47

        FORVALUE RECEIVED, the undersigned, TENGASCO, INC., a Tennessee corporation and TENGASCOPIPELINE CORPORATION, a Tennessee corporation (the **“Maker”** whether one ormore), jointly and severally promise to pay to the order of Dolphin Offshore Partners, LP,whose address is care of Dolphin Asset Management Corporation, 129 East 17thSt., New York, N.Y. its successors and/or assigns (said parties and any subsequent holdershereinafter being collectively called the **“Holder”** at 129 East17th St., New York, N.Y (or at such other place as the Holder hereof maydesignate) the principal sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000),(the “Principal”), plus interest (the “Interest”) at the rate setforth below on the Principal from time to time remaining unpaid. 

        Intereston the outstanding Principal balance shall accrue at a rate of twelve percent (12%) perannum based upon a 360-day year. Interest on the unpaid principal balance shall accruefrom date hereof and shall be payable monthly on the eighteenth day of each monthbeginning June 18, 2004. There shall be a late fee on any payment of interest not paidwithin three days of its due date in the amount of one percent of the amount of theprincipal outstanding on such due date. 

        Theentire unpaid Principal and any accumulated unpaid Interest thereon shall be due (the“Due Date”) on May 20, 2005. 

        Thisnote may be prepaid in whole or in part at any time without penalty. 

        This Noteis secured by a lien on following property wherever located and whether now owned orhereafter owned or acquired by Maker, whether or not affixed to realty, and all Proceedsand Products thereof in any form, and all parts, accessories, attachments, special tools,additions, replacements, substitutions and accessions thereto or therefor and in allincreases or profits received therefrom (Collateral): (1) all of Maker’s interest,either real or personal, tangible or intangible; in all of those certain undividedinterests in all oil and gas leases and producing properties in the State of Kansas ownedby the Company and more fully described in mortgage or deed of trust of even date herewithand secured by mortgage or deed of trust lien in favor of Holder on the properties sodescribed therein, being the same property as described in instrument dated November 8,2001 and recorded in the UCC Records of the Secretary of State of Kansas to whichreference is made for purpose of description); (2) all of Maker’s interest, eitherreal or personal, tangible or intangible; in all of those certain undivided interests inall oil and gas leases and producing properties in the Swan Creek Field in the State ofTennessee owned by the Company and more fully described in mortgage or deed of trust ofeven date herewith and secured by mortgage or deed of trust lien in favor of Holder on theproperties so described therein, being the same property as described in instrument datedNovember 8, 2001 and recorded in Trust Book 79, page 10 in the Register of Deeds Office ofHancock County, Tennessee to which reference is made for purpose of description; and (3)all of Maker’s interest, either real or personal, tangible or intangible; in allcertain undivided interest in all pipeline facilities owned by the Company in the State ofTennessee as described in Security Agreement between Maker and Holder. 

        ThisNote is a Note referred to in the Security Agreement between Maker and Holder, and isentitled to the benefits and subject to the terms thereof and may be prepaid in whole orin part and secured by the collateral as provided therein. 

    1.                 Default. The happening of any of the following events shall constitute an          event of default hereunder: failure of Maker to pay in full any Principal          payment or Interest Payment due hereunder promptly when it becomes due; the          occurrence of any one or more of the Events of Default specified in the Security          Agreement or the Maker becoming bankrupt, insolvent or if any bankruptcy          (voluntary or involuntary) or insolvency proceedings (as said terms          “insolvent” and “insolvency proceedings” are defined in the          Uniform Commercial Code of Tennessee) are instituted or made by or against          Maker, or if application is made for the appointment for a receiver for the          Maker or for any of the assets of any Maker, or as assignment is made for the          benefit of the Maker’s creditors. 

        Uponthe happening of any event of default as defined herein, the Holder, at its option, maydeclare the entire unpaid Principal balance of this Promissory Note without notice ordemand, together with accrued Interest, to be immediately due and payable without noticeor demand. In the event of default, the then unpaid principal balance hereof shall bearinterest from the time of such default at the maximum legal rate permissible. 

        Inaddition to payment of Interest and Principal, if there is a default in this Note, theHolder shall be entitled to recover from the Maker all the Holder’s costs ofcollection, including the Holder’s attorneys’ fees (whether incurred inconnection with any judicial, bankruptcy, reorganization, administrative, appeals or otherproceedings and whether such fees or expenses arise before proceedings are commenced orafter entry of any judgment), and all other costs or expenses incurred in connectiontherewith. 

    2.                 Waiver. With respect to the payment hereof, the Maker waives all rights          of exemption of property from levy or sale under execution or the process for          the collection of debts under the Constitution or laws of the United States or          of any state thereof, and demand, presentment, protest, notice of dishonor, suit          against any party, and all other requirements necessary to charge or hold any          Maker liable hereunder. 

        Nofailure or delay on the part of the Holder in exercising any right, power or remedyhereunder shall operate as a waiver thereof, nor shall any single or partial exercise ofany such right, power or remedy preclude any other or further exercise thereof or theexercise of any other right, power or remedy. The remedies provided for herein arecumulative and are not exclusive of any remedies that may be available to the Maker or theHolder at law, in equity or otherwise. Any amendment, supplement or modification of or toany provision of this Note, any waiver of any provision of this Note and any consent toany departure by the Maker from the terms of any provision of this Note, shall beeffective (i) only if it is made or given in writing and signed by the Maker and theHolder of this Note and (ii) only in the specific instance and for the specific purposefor which made or given. 

    3.                 Fees and Costs. The Maker agrees to pay all filing fees and taxes, and          all costs of collection or securing or attempting to collect or secure the          payment thereof, including attorneys’ fees, whether or not involving          litigation and/or appellate proceedings. 

    4.                 Remedies. The Holder shall not by any act, delay, omission or otherwise          be deemed to have waived any of its rights or remedies, and no waiver of any          kind shall be valid, unless in writing and signed by the Holder. All rights and          remedies of the Holder shall be cumulative. Furthermore, the Holder shall be          entitled to all the rights of a Holder in due course of a negotiable instrument.          In the event of default, Holder shall have all remedies available to a secured          party under the Uniform Commercial Code. Holder shall give Maker ten business          days notice in writing of any public or private sale of the property securing          this note. Holder shall incur no liability as a result of the sale of the          property securing this note, other than for its own negligence, willful          misconduct, or bad faith. 

    5.                 Warranty of Title. The seller warrants that the Maker’s title to the          property is free of any encumbrance. 

    6.                 Governing Law. This Note shall be governed by and construed in accordance          with the laws of the State of New York. Any provision of this Note that may be          unenforceable or invalid under any law shall be ineffective to the extent of          such unenforceability or invalidity without affecting the enforceability or          validity of any other provision hereof. 

    7.                 Notice. Any notice required to be given to any person shall be deemed          sufficient if mailed, postage prepaid, to such person’s address as set          forth in this Note. 

    8.                 Successors and Assigns. The provisions of this Note are binding on the          assigns and successors of Maker and shall inure to the benefit of the Holder and          its successors and assigns. 

    9.                 Collection. If this Note is not paid upon demand or according to the          tenor hereof and strictly as above provided, it may be placed in the hands of an          attorney at law for collection. In such event, each party liable for payment          thereof, as Maker, endorser, guarantor or otherwise, hereby agrees to pay the          holder hereof, in addition to the sums above stated, a reasonable          attorneys’ fee, whether or not suit be initiated, which fee shall include          attorneys’ fees at the trial level and on appeal, together with all costs          incurred. IN THE EVENT THAT LITIGATION IS INITIATED FOR THE COLLECTION OF THE          OBLIGATION EVIDENCED BY THIS NOTE, THEN MAKER HEREBY WAIVES ANY RIGHT TO TRIAL          BY JURY REGARDING THIS NOTE AND ANY AGREEMENT OR INSTRUMENT SECURING SAME, AND          THE PREVAILING PARTY IN SUCH LITIGATION SHALL BE ENTITLED TO AN AWARD FOR COSTS          AND REASONABLE ATTORNEYS’ FEES INCURRED IN THE LITIGATION, INCLUDING ALL          TRIALS AND APPEALS RELATING THERETO. 

        TheMaker hereby irrevocably consents and submits to the exclusive jurisdiction of the UnitedStates federal courts and the courts of the State of New York located inNew York, New York, in connection with any action or proceeding arising out ofor relating to this Note or any document or instrument delivered pursuant hereto. 

        Forpurposes of any action that may be brought to enforce this Note, the Maker agrees thatthis Note constitutes an instrument for the payment of money only within the meaning ofSection 3213 of the Civil Practice Law and Rules of the State of New York. 

        Notwithstandinganything to the contrary, in no event, whether by reason of advancement of the proceedshereof, acceleration of maturity of the unpaid balance hereof, or otherwise, shall theamount taken, reserved or paid, charged or agreed to be paid, for the use, forbearance ordetention of money advanced pursuant hereto or pursuant to any other document executed inconnection herewith, exceed the maximum rate allowed by New York law. If any one or moreof the provisions contained herein, or the application thereof in any circumstance, isheld invalid, illegal or unenforceable in any respect for any reason, the validity,legality and enforceability of any other provisions hereof shall not be in any wayimpaired, unless the provisions held invalid, illegal or unenforceable shall substantiallyimpair the benefits of the remaining provisions hereof. 

        TheMaker shall execute such documents and perform such further acts (including, withoutlimitation, obtaining any consents, exemptions, authorizations or other actions by, orgiving any notices to, or making any filings with, any governmental authority or any otherperson) as may be reasonably required or appropriate to carry out or to perform theprovisions of this Note. 

TENGASCO, INC.