EXHIBIT
4.5




Promissory
Note dated as of May 25, 2008, issued to and J.O.E.L  JERUSALEM OIL
EXPLORATION, LTD. in the principal amount of $48,900,000





PROMISSORY
NOTE





US
$48,900,000                                             Houston,
Texas                                                                 May
25, 2008





FOR VALUE RECEIVED, ISRAMCO, INC., a Delaware
corporation with offices at 4801 Woodway Drive, Suite 100E, Houston,
Texas  77056 (herein called the “Maker”), promises to pay to the order
of  J.O.E.L.JERUSALEM OIL
EXPLORATIONS, LTD. (herein called the “Payee”) at its main office at 8
Granit St., P. O. B. 10188, Petach – Tikva, 49002, Israel, or such other place
as Payee may designate in writing from time to time, in lawful money of the
United States of America, the sum of FORTY EIGHT MILLION NINE HUNDRED
THOUSAND AND NO/100 DOLLARS  (US $48,900,000.00), payable as
follows:





(a)           Principal and
Interest.  Principal and interest shall be due and payable in
four equal annual installments, commencing on June 30, 2012.





(b)           Interest.  Interest
shall accrue at the Stated Rate.





If any
payment shall be due on a day that is not a business day, such payment shall be
due and payable on the next business day and interest shall accrue to such
day.





This Note
shall be due and payable on or before June 30, 2015, being
the final maturity date of this Note (the “Maturity Date”) when the entire
unpaid principal balance and all unpaid accrued interest owing, together with
all other fees and charges, if any, will be due and payable in
full.





"Stated Rate" means a
rate per annum equal to LIBOR plus 6.00%; provided, however, that if the Stated
Rate ever exceeds the Maximum Rate, the Stated Rate shall then and thereafter be
fixed at a rate per annum equal to the Maximum Rate then and from time to time
thereafter in effect until the total amount of interest accrued at the Stated
Rate on the unpaid balance of this Note equals the total amount of interest
which would have accrued at the Maximum Rate from time to time in
effect.







7.5  “LIBOR” shall mean the
rate per annum of the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two (2) Business Days prior to the first
day of the Interest Period for a term of 1 (one) month  or for a term
comparable to the Interest Period, at Lender discretion.




"Maximum Rate" means,
on any day, the maximum nonusurious rate of interest permitted for that day by
whichever of applicable federal or Texas laws permits the higher interest rate,
stated as a rate per annum.  On each day, if any, that the Texas
Credit Title (V.T.C.A., Texas Finance Code §§ 301.001 et seq.) establishes the
Ceiling Rate, the Ceiling Rate shall be the “weekly ceiling” (as defined in the
Texas Credit Title) for that day.  Payee may from time to time, as to
current and future balances, implement any other ceiling under the Texas Credit
Title by notice to Maker, if and to the extent permitted by the Texas Finance
Code.  Without notice to Maker or any other person or entity, the
Ceiling Rate shall automatically fluctuate upward and downward as and in the
amount by which such maximum nonusurious rate of interest permitted by
applicable law fluctuates.







7.6  “Interest Period”
shall mean shall mean the period commencing on the Effective Date and ending on
the numerically corresponding day in the every six (6) calendar months
thereafter, except that each Interest Period which commences on the last
Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent calendar
month.




Interest
on this Note shall be computed for the actual number of days elapsed and on the
basis of a year consisting of 365 days, unless the Maximum Rate would thereby be
exceeded, in which event, to the extent necessary to avoid exceeding the Maximum
Rate, interest shall be computed on the basis of the actual number of days
elapsed in the applicable calendar year in which accrued.





The
proceeds of this Note shall be used by the Maker solely for the purpose of the
acquisition of oil and gas properties and working capital, and for no other
purpose.





The
payment of this Note is unsecured.





The Maker
may at any time pay the full amount or any part of this Note without the payment
of any premium or fee.  All payments and prepayments hereon shall be
applied first to accrued interest and the balance to principal in the inverse
order of maturity.





All past
due principal and interest on this Note shall bear interest at the Maximum Rate,
or only if applicable law shall not provide a maximum nonusurious rate of
interest, then at the Stated Rate plus an additional twelve percent (12%) per
annum.





The Maker
and any and all co-makers, endorsers, guarantors and sureties jointly and
severally waive notice (including, but not limited to, notice of intent to
accelerate and notice of acceleration), demand, presentment for payment, protest
and the filing of suit for the purpose of fixing liability and consent that the
time of payment hereof may be extended and re-extended from time to time without
notice to them or any of them, and each agree that his, her or its liability on
or with respect to this Note shall not be affected by any release of or change
in any security at any time existing or by any failure to perfect or to maintain
perfection of any lien on or security interest in any such
security.










This Note
shall be governed by and construed in accordance with the laws of the State of
Texas and of the United States of America from time to time in
effect.





If (i)
any installment or payment of principal or interest of this Note is not paid
when due; or (ii) Maker or any drawer, accepter, endorser, guarantor, surety,
accommodation party or other person now or hereafter primarily or secondarily
liable upon or for payment of all or any part of this Note or any person or
entity which has pledged any security for the indebtedness evidenced by this
Note (hereinafter collectively called an “other liable party”) shall die, or
become insolvent (however such insolvency may be evidenced); or (iii) any
proceeding, procedure or remedy supplementary to or in enforcement of judgment
shall be resorted to or commenced against Maker or any other liable party, or
with respect to any property of any of them; or (iv) any governmental authority
or any court at the instance thereof shall take possession of any substantial
part of the property of or assume control over the affairs or operations of, or
a receiver shall be appointed for or take possession of the property of, or a
writ or order of attachment or garnishment shall be issued or made against any
of the property of Maker or any other liable party; or (v) any indebtedness for
which Maker or any other liable party is primarily or secondarily liable shall
not be paid when due or shall become due and payable by acceleration of maturity
thereof; or (vi) there is any occurrence of any event of default under any
security instrument or guaranty at any time securing or guaranteeing payment of
this or any other indebtedness of the Maker to the Payee, whether now existing
or which may exist in the future, or (vii) any event or condition shall occur
which shall permit the holder of any such indebtedness to declare it due and
payable upon the lapse of time, giving of notice or otherwise; or
(viii)  Maker of any other liable party (if other than a natural
person) shall be dissolved, wound up, liquidated or otherwise terminated, or a
party to any merger or consolidation without the written consent of Payee; or
(ix) if Maker or any other liable party shall sell substantially all or an
integral portion of its assets without the written consent of Payee; or (x)
Maker or any other liable party fails to furnish financial information requested
by Payee or if Maker or any other liable party furnishes or has furnished any
financial or other information or statements which are misleading in any
respect; or (xi) if Payee in good faith either believes the prospect of
repayment of this Note is impaired or deems itself insecure; thereupon, at the
option of Payee, this Note and any and all other indebtedness of Maker to Payee
shall become and be due and payable forthwith without demand, notice of default
or of intent to accelerate the maturity hereof, notice of acceleration of the
maturity hereof, notice of nonpayment, presentment, protest or notice of
dishonor, all of which are hereby expressly waived by Maker and each other
liable party.





In
addition to all principal and accrued interest on this Note, Maker agrees to pay
(a) all reasonable costs and expenses incurred by Payee in collecting this Note
to abate probate, reorganization, bankruptcy or any other proceedings, and (b)
reasonable attorneys fees when and if this Note is placed in the hands of an
attorney for collection after default.





Each
Maker and all sureties and endorsers of this Note, and each party hereafter
assuming or otherwise becoming liable hereon: (i) agree to any substitution,
exchange or release of any such security or the release of any party primarily
or secondarily liable hereon; (ii) agree that the Payee or other holder hereof
shall not be required first to institute suit or exhaust its remedies hereon
against the Maker or others liable or to become liable hereon or enforce its
rights against any security herefor in order to enforce payment of this Note by
it; and (iii) consent to any extensions or postponement of time of payment of
this Note and to any other indulgence with respect hereto without notice thereof
to any of them.





All
agreements between the Maker hereof and the Payee, whether now existing or
hereafter arising and whether written or oral, are hereby expressly limited so
that in no event, whether by reason of acceleration of maturity hereof or
otherwise, shall the amount paid or agreed to be paid to the Payee for the use,
forbearance, or detention of the money to be loaned hereunder or otherwise
exceed the Maximum Rate.  If fulfillment of any provision hereof or of
any mortgage, loan agreement, or other document evidencing or securing the
indebtedness evidenced hereby, at the time performance of such provision shall
be due, shall involve transcending the limit of validity prescribed by law,
then, ipso facto, the obligation to be fulfilled shall be reduced to the limit
of such validity; and if the Payee shall ever receive anything of value deemed
interest under applicable law which would exceed interest at the Maximum Rate,
an amount equal to any excessive interest shall be applied to the reduction of
the principal amount owing hereunder and not to the payment of interest, or if
such excessive interest exceeds the unpaid balance of principal hereof, such
excess shall be refunded to the Maker.  All sums paid or agreed to be
paid to the Payee for the use, forbearance, or detention of the indebtedness of
the Maker to the Payee shall, to the extent permitted by applicable law, be
amortized, prorated, allocated, and spread throughout the full term of such
indebtedness until payment in full so that the rate of interest on account of
such indebtedness is uniform throughout the term thereof.  The
provisions of this paragraph shall control all agreements between the Maker and
the Payee.





IN WITNESS WHEREOF, the
undersigned Maker has duly executed this Note effective as of the day and year
above first written.





ISRAMCO,
INC.








By:
_________________________________


Haim Tsuff, Chief Executive
Officer