EXHIBIT
10-4

     

    


    THIS
NOTE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS.  THIS NOTE HAS
BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR DISTRIBUTION
OR RESALE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS
IT HAS BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.

     

    CONVERTIBLE PROMISSORY
NOTE

        

    
      
        	
                Principal
      Amount: $18,000

              	
                Issue
      Date: August 17, 2009

              


      

         

    

    FOR VALUE RECEIVED, the
undersigned, Signature
Exploration & Production Corp., a Delaware corporation (the “Borrower”
or the “Company”),
hereby promises to pay to the order of Bristol Capital, LLC (together with
its heirs, personal representatives, successors and assigns, and any such
bearer, being hereinafter referred to collectively as  the “Holder”),
on or before November 20, 2009  (the “Maturity
Date”), the principal sum of Eighteen Thousand Dollars
($18,000) (this “Note”),
together with interest thereon at the rate set forth herein (the “Loan”).  For
purposes of this Note, “Borrower” shall mean all successors in interest and
assignees, including, without limitation, pursuant to a merger, consolidation,
reorganization, recapitalization or other similar restructuring event
(collectively, a “Reorganization”),
and all endorsers, sureties and guarantors and any other person liable or to
become liable with respect to the Loan.

    


    
      1.           Interest
Rate.  Interest
shall accrue on the outstanding principal balance of this Note from and after
the date hereof at the rate of 10% per annum.  Interest shall be
calculated on the basis of a 360-day year, and shall be charged on the principal
outstanding from time to time for the actual number of days
elapsed.

    

     

    2.           Payment of Principal and
Interest.  The Borrower shall pay the Holder all accrued
interest on the Maturity Date.

     

    3.           Conversion.  At
any time while this Note is outstanding, the Holder may convert any portion of
this Note that is outstanding, whether such portion represents principal or
interest, into shares of common stock of the Company (the “Conversion Shares”)
at a price (the “Conversion Price”) equal to the lesser of (i) $0.01 and (ii)
50% of the average of the three (3) lowest trading prices during the twenty (20)
trading days preceding the date that the Holder notifies the Company that it
elects to effectuate a conversion (the “Conversion Date”).  The
Company must deliver the Conversion Shares to the Holder no later than the third
(3rd)
business day after the Conversion Date (the “Share Delivery Date”).

     

    4.           Acknowledgement by the
Holder.  The Holder hereby represents and warrants to the
Borrower that the Holder has sufficient knowledge and experience of financial
and business matters so that the Holder is able to evaluate the merits and risks
of purchasing this Note and the Holder has had substantial experience in
previous private and public purchases of securities.  The Holder is an
“accredited investors” as that term is defined in Rule 501 of Regulation D under
the Securities Act.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5.           Anti-dilution
Adjustment.  If at any time this Note is outstanding, the
Company issues common stock or securities convertible into or exercisable for
common stock at a price per share that is lower than the Conversion Price (a
“Dilutive Issuance”), or adjusts the price per share at which any of its
outstanding securities can be converted into or exercised for common stock to a
price that is lower than the Conversion Price (a “Dilutive Adjustment”), the
Conversion Price shall automatically be adjusted to equal the lower price
granted in such Dilutive Issuance or Dilutive Adjustment (the “Adjusted
Conversion Price”).  The Company must provide written notice to the
Holder of a Dilutive Issuance or a Dilutive Adjustment (the “Adjustment Notice”)
within three (3) trading days of such occurrence, provided however that the
Adjusted Conversion Price shall be deemed to be in effect automatically upon any
Dilutive Issuance or Dilutive Adjustment regardless of whether the Company
provides the Adjustment Notice. The Company must honor any conversions requested
by the Holder at the Adjusted Conversion Price following any Dilutive Issuance
or Dilutive Adjustment.

     

    6.           Event of
Default.  Any of the following shall constitute an “Event of
Default” under this Note, and shall give rise to the remedies provided in
Section 6
herein:

     

    
      	
               
      

            	
              (a)

            	
              The
      failure by the Borrower to pay the Indebtedness or otherwise to satisfy
      when due, as contemplated in Section
      2;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      failure by the Borrower to deliver the Conversion Shares by the Share
      Delivery Date, as contemplated in Section
      3;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      failure by the Borrower to provide the Adjustment Notice or honor
      conversions at the Adjusted Conversion Price following a Dilutive Issuance
      or Dilutive Adjustment, as contemplated in Section
      6;

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      failure by the Borrower to timely file and keep current periodic reports
      with the SEC;

            


    

     

    
      	
               
      

            	
              (e)

            	
              If
      the Borrower:  (i) makes a general assignment for the
      benefit of creditors; (ii) is adjudicated a bankrupt or insolvent;
      (iii) files a voluntary petition in bankruptcy; (iv) takes advantage,
      as against its creditors, of any bankruptcy law or statute of the United
      States of America or any state or subdivision thereof now or hereafter in
      effect; (v) has a petition or proceeding filed against it under any
      provision of any bankruptcy or insolvency law or statute of the United
      States of America or any state or subdivision thereof, which petition or
      proceeding is not dismissed within 30 days after the date of the
      commencement thereof; (vi) has a receiver, liquidator, trustee,
      custodian, conservator, sequestrator or other such person appointed by any
      court to take charge of its affairs or assets or business and such
      appointment is not vacated or discharged within 30 days thereafter; or
      (vii) takes any action in furtherance of any of the
      foregoing;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Any
      merger, liquidation, dissolution or winding up of the Borrower or its
      business or any sale of all or substantially all of the Borrower’s capital
      stock or assets; provided,
      however,
      the merger or sale of the Borrower with a successor entity that
      acknowledges and expressly assumes in writing the Borrower’s obligations
      hereunder shall not be considered an “Event of Default” for purposes
      hereof; or

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      Borrower attempts to effectuate or effectuates a reverse stock split of
      its common stock without first obtaining the prior written consent of the
      Holder.

            


    

     

    7.           Remedies on
Default.  If any Event of Default shall occur and be continuing
for a period of seven (7) calendar days, the Holder shall, in addition to any
and all other available rights and remedies, have the right, at the Holder’s
option unless such Event of Default shall have been cured or waived in writing
by the Holder (which waiver shall not be deemed to be a waiver of a subsequent
default), to:  (a) declare the entire unpaid principal balance of this
Note, together with all interest accrued thereon and all other sums due by the
Borrower hereunder (the “Default Amount”), along with a default premium equal to
10% of the Default Amount, to be immediately due and payable; and (b) pursue any
and all available remedies for the collection of such principal and interest to
enforce its rights as described herein; and in such case the Holder may also
recover all costs of suit and other expenses in connection therewith, including
reasonable attorney’s fees for collection and the right to equitable relief
(including, but not limited to, injunctions) to enforce the Holder’s rights as
set forth herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    8.           Certain
Waivers.  Except as otherwise expressly provided in this Note,
the Borrower hereby waives diligence, demand, presentment for payment, protest,
dishonor, nonpayment and default with respect to the Indebtedness evidenced
hereby.  The Borrower hereby expressly agrees that this Note, or any
payment hereunder, may be extended, modified or subordinated (by forbearance or
otherwise) from time to time, without in any way affecting the liability of the
Borrower.

     

    9.           Waivers and Amendments;
Cumulative Remedies.  Neither any provision of this Note nor
any performance hereunder may be waived orally, but only by an agreement in
writing and signed by the party against whom enforcement of any waiver or
discharge is sought.  No right or remedy conferred upon the parties
under this Note is intended to be exclusive of any other right or remedy
contained herein or in any instrument or document delivered in connection
herewith, and every such right or remedy shall be cumulative and shall be in
addition to every other such right or remedy contained herein and/or now or
hereafter existing at law or in equity or otherwise.

     

    10.           Governing
Law.  This Note shall be deemed to be a contract made under the
laws of the State of New York and shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to the
principles of conflicts of law.  If either party shall commence an
action or proceeding to enforce any provision of this Note, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for
its attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or
proceeding.

     

    11.           Consent to Jurisdiction and
Service of Process.  The Borrower by execution, and the Holder
by acceptance, hereof each consent to the jurisdiction of any federal district
court in the State of New York having competent jurisdiction.  The
Borrower waives personal service of any summons, complaint or other process in
connection with any such action or proceeding and agrees that service thereof
may be made, as the Holder may elect, by certified mail directed to the Borrower
at the location provided for in Section 13 hereof,
or, in the alternative, in any other form or manner permitted by
law.

     

    12.           Additional
Documents.  From time to time the Holder will execute and
deliver to the Borrower such additional instruments as the Borrower may
reasonably request to effectuate the purposes of this Note.

     

    13.           Notices.  All
notices and other communications required or permitted hereunder shall be in
writing and shall be mailed by United States first-class mail, postage prepaid,
or delivered personally by hand or by nationally recognized overnight courier or
sent via facsimile addressed to:

     

    If to the
Borrower:

    


    Signature
Exploration and Production Corp.

    201 St
Charles Avenue, Ste 2500

    New
Orleans, LA 70170

    Attn:
Steven Weldon

    


     

    If to the
Holder:

     

    Bristol
Capital, LLC

    6353 W.
Sunset Blvd., Suite 4006

    Hollywood,
California 90028

    Attention:
Paul Kessler

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    or at
such other address as shall have been furnished to the other party in
writing.  All such notices and other written communications shall be
effective:  (a) if mailed, five days after mailing; (b) if delivered,
upon delivery; and (c) if sent via facsimile, upon confirmation of
receipt.

     

    14.           Severability.  If
any provision of this Note is prohibited or unenforceable in any jurisdiction,
it shall be ineffective in such jurisdiction only to the extent of such
prohibition or unenforceability, and such prohibition or unenforceability shall
not invalidate the balance of such provision to the extent it is not prohibited
or unenforceable nor the remaining provisions hereof, nor render unenforceable
such provision in any other jurisdiction.

     

    15.           Assignment.  This
Note shall inure to the benefit of, and shall be binding upon, the Borrower and
the Holder and their respective successors and permitted
assigns.  Neither party hereto may assign any of its rights or
obligations hereunder without the prior written consent of the other
party.

     

    16.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument.  A facsimile signature of any party shall be considered to
have the same binding legal effect as an original signature.

     

    17.           No StockHolders
Rights.  Nothing contained in this Note shall be construed as
conferring upon the Holder or any other person the right to vote or to consent
or to receive notice as a stockholder in respect of meeting of stockholders for
the election of directors of the Borrower or any other matters or any rights
whatsoever as a stockholder of the Borrower; and no dividends shall be payable
or accrued in respect of this Note.

     

    18.           JURY
WAIVER.  THE BORROWER BY EXECUTION, AND THE HOLDER BY
ACCEPTANCE, HEREOF EACH CONSENT THAT IN ANY CIVIL ACTION, COUNTERCLAIM, OR
PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR
RELATES TO THIS NOTE, ANY AND ALL TRANSACTIONS CONTEMPLATED BY THIS NOTE, THE
PERFORMANCE OF THIS NOTE, OR THE RELATIONSHIP CREATED BY THIS NOTE, WHETHER
SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A
COURT OF COMPETENT JURISDICTION AND NOT TO A JURY.  EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.  ANY
PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS NOTE WITH ANY COURT, AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS NOTE OF THE WAIVER OF
THEIR RIGHT TO A TRIAL BY JURY.

     

    IN WITNESS WHEREOF, the
undersigned has executed and delivered this Note on and as of the date first set
forth above.

     

    By: /s/ Steven
Weldon                                            


    Name:  Steven
Weldon, Chief Financial Officer