PROMISSORY NOTE

$724,658.67                                                    December 10, 2003

     After  date,  without  grace,  for  value received, HOUSTON AMERICAN ENERGY
CORP.,  a Delaware corporation having its principal office and place of business
in  Harris  County,  Texas  (the "Maker") hereby promises to pay to the order of
John  F.  Terwilliger,  an  individual  having his principal office and place of
business in Harris County, Texas (the "Payee"), the original principal amount of
SIX HUNDRED TWENTY FOUR THOUSAND SIX HUNDRED FIFTY EIGHT DOLLARS AND SIXTY SEVEN
CENTS  ($724,658.67),  together  with  interest, as hereinafter described.  This
Note  is  payable  in  lawful place as the Payee may designate in writing to the
Maker.

     This  note  may  be  assigned  by Payee at any time without prior notice to
Maker.

     This  note shall be due and payable on January 1, 2007 as to both principal
and  interest.  Interest  at  a  rate of seven and two tenths percent (7.2%) per
annum  shall  accrue on the unpaid principal balance of this Note.  If this Note
is  not  paid  at maturity, however maturity may be brought about, all principal
due  on  the  date  of  such  maturity shall bear interest from the date of such
maturity at the maximum contract rate of interest which the Payee may charge the
maker  under  applicable  law.  Interest  on this Note shall be computed for the
actual number of days elapsed and on the basis of a year consisting of 360 days.
Interest  shall  be  paid  monthly  unless  otherwise  directed  by  the  Payee.

     If,  for  any  reason whatever, the interest paid on this Note shall exceed
the  maximum non-usurious amount permitted by law, the Payee shall refund to the
maker  such  portion  of said interest as may be necessary to cause the interest
paid on this Note to equal the maximum non-usurious amount permitted by law, and
no  more.  All  sums  paid  or  agreed  to  be  paid  to  the payee for the use,
forbearance  or  detention  of  the  indebtedness  evidenced hereby shall to the
extent  permitted by applicable law be amortized, prorated, allocated and spread
throughout  the  full  term  of  this  Note  until  payment  in  full.

     The  Maker shall be entitled to prepay this Note in whole or in part at any
time  without  the  payment  of  a  prepayment  premium.

     In the event of default in the payment of this Note or under any instrument
executed  in  connection  with  this Note, the Maker agrees to pay on demand all
costs  incurred  by  the Payee (i) in the collection of any sums, including, but
not  limited  to,  principal,  interest,  expenses,  and  reimbursements due and
payable  on  this  Note,  and  (ii)  in  the  enforcement of the other terms and
provisions  of this note, whether such collection or enforcement be accomplished
by suit or otherwise, including the Payee's reasonable attorney's fees.  Failure
of  the  Maker to abide by and honor all provisions of this note shall be deemed
an  immediate  default  at  the  sole  discretion  of the Payee resulting in all
remedies  in  the  event  of  default  as  described  herein.

     Except  as otherwise provided for herein, each maker, surety, guarantor and
endorser  of  this Note expressly waives all notices, including, but not limited
to, all demands for payment, presentations for payment, notice of opportunity to
cure  default, notice of intention to accelerate the maturity, notice of protest
and  notice of acceleration of the maturity of this Note, and consents that this
Note  may be renewed and the time of payment extended without notice and without
releasing any of the parties.  Payee must approve in writing the issuance of any
debt  by  the  Maker which may be construed as senior debt to this note or takes
precedence  in  anyway  over  this  note.

     Any  check,  draft, money order or other instrument given in payment of all
or  any  portion  of  this Note may be accepted by the Payee or any other holder
hereof and handled in collection in the customary manner, but the same shall not
constitute  payment  hereunder  or diminish any rights of the Payee or any other
holder hereof, except to the extent that actual cash proceeds of such instrument
are unconditionally received by the Payee or any other holder hereof and applied
to  the  indebtedness  as  herein  provided.

     This note shall be governed by and construed in accordance with the laws of
the  State  of  Texas  and  applicable  federal  law.

                                   HOUSTON  AMERICAN  ENERGY  CORP.

                                   By:__________________________
                                   John F. Terwilliger, President


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