Unassociated Document


    
      Exhibit
        10.30

       

      NOTE

    

     

    $50,000,000

     

    
      	May 11, 2007	 	
              New
                York

            


    

     

    FOR
      VALUE RECEIVED,
      Tekoil and Gas Gulf Coast, LLC, a
      Delaware limited liability company ("Company"),
      promises to pay to the order of J.
      Aron & Company
      or its
      registered assigns ("Payee"),
      on or
      before the Maturity Date (as defined in the Credit Agreement referred to
      below)  FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00) or, if less, the
      aggregate outstanding principal amount of the Loans (as defined in the Credit
      Agreement referred to below) made by the Payee to Company.

     

    Company
      also promises to pay interest on the unpaid principal amount hereof, from the
      date hereof until paid in full, at the rates and at the times which shall be
      determined in accordance with the provisions of that certain Credit and Guaranty
      Agreement, dated as of May 11, 2007 (as it may be amended, supplemented or
      otherwise modified, the "Credit
      Agreement";
      the
      terms used and not defined herein shall have the meanings given them in the
      Credit Agreement), by and among Company,
      TEKOIL
      & GAS CORPORATION,
      a
      Delaware corporation, and
      the
      other guarantors party thereto, J.
      ARON & COMPANY,
      individually and in its capacity as Administrative Agent for the benefit of
      the
      lenders from time to time parties thereto (the "Lenders"),
      and
      such Lenders.

     

    This
      Note
      is a "Note"
      under
      the Credit Agreement and is issued pursuant to and entitled to the benefits
      of
      the Credit Agreement, to which reference is hereby made for a more complete
      statement of the terms and conditions under which the Loans evidenced hereby
      are
      made and are to be repaid.

     

    All
      payments of principal and interest in respect of this Note shall be made in
      lawful money of the United States of America in same day funds at the Principal
      Office of Administrative Agent or at such other place as shall be designated
      in
      writing for such purpose in accordance with the terms of the Credit Agreement.
      Unless and until an Assignment Agreement effecting the assignment or transfer
      of
      the obligations evidenced hereby shall have been accepted by Administrative
      Agent and recorded in the Register, Company, each Agent and Lenders shall be
      entitled to deem and treat Payee as the owner and holder of this Note and the
      obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof,
      that before disposing of this Note or any part hereof it will make a notation
      hereon of all principal payments previously made hereunder and of the date
      to
      which interest hereon has been paid; provided, the failure to make a notation
      of
      any payment made on this Note shall not limit or otherwise affect the
      obligations of Company hereunder with respect to payments of principal of or
      interest on this Note.

     

    This
      Note
      is subject to mandatory prepayment and to prepayment at the option of Company,
      each as provided in the Credit Agreement.

     

    THIS
      NOTE
      AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED
      BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS
      OF
      THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
      THEREOF.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Upon
      the
      occurrence of an Event of Default, the unpaid balance of the principal amount
      of
      this Note, together with all accrued and unpaid interest thereon, may become,
      or
      may be declared to be, due and payable in the manner, upon the conditions and
      with the effect provided in the Credit Agreement.

     

    The
      terms
      of this Note are subject to amendment only in the manner provided in the Credit
      Agreement.

     

    No
      reference herein to the Credit Agreement and no provision of this Note or the
      Credit Agreement shall alter or impair the obligations of Company, which are
      absolute and unconditional, to pay the principal of and interest on this Note
      at
      the place, at the respective times, and in the currency herein
      prescribed.

     

    Company
      promises to pay all costs and expenses, including reasonable attorneys' fees,
      all as provided in the Credit Agreement, incurred in the collection and
      enforcement of this Note. Company and any endorsers of this Note hereby consent
      to renewals and extensions of time at or after the maturity hereof, without
      notice, and hereby waive diligence, presentment, protest, demand notice of
      every
      kind and, to the full extent permitted by law, the right to plead any statute
      of
      limitations as a defense to any demand hereunder.

     

    [The
      remainder of this page is intentionally blank. Signature page
      follows.]

     

    


    


    


    


    


    


    


    
 

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      Company
      has caused this Note to be duly executed and delivered by its officer thereunto
      duly authorized as of the date and at the place first written
      above.

     

    
      	 	 	 
	 	
              TEKOIL
                AND GAS GULF COAST, LLC,
                

              a
                Delaware
                limited liability company

            
	 
 	 
 	 
 
	 	By:	Tekoil & Gas Corporation, its Managing
              Member
	 	 	 
	 	By:  	/s/ Mark
              Western
	 	
              
Mark
              Western
	 	CEO
              and
              Chairman of the Board of Directors


    

    


     

    


    


    


    


    


    
      
        
        

      

      
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