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Exhibit 10.1  


 
 

PROMISSORY NOTE    
    



	$200,000.00	 	November 16, 2007





        FOR
VALUE RECEIVED, the undersigned National Energy Resources Acquisition Company, a Delaware corporation ("Maker" or the
"Company"), whose address is 1700 Broadway, Suite 2020, Denver, Colorado 80290, shall be entitled to borrow from NRCO LLC
("Payee"), whose address is 1700 Broadway, Suite 2020, Denver, Colorado 80290, and the Payee hereby agrees to lend to Maker in one or more
installments the aggregate principal amount of TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($200,000.00), in legal and lawful money of the United States of America (the
"Note"). 


        This
is a non-interest bearing note. 


        Maker
shall repay the entire unpaid principal balance of this Note at the offices of the Payee upon the earlier of December 31, 2008 or the consummation of a public
offering of the Company's securities. 


        If
payment of this Note or any installment of this Note is not made when due, the entire indebtedness hereunder, at the option of Payee, shall immediately become due and
payable, and Payee shall be entitled to pursue any or all remedies to which Payee is entitled hereunder, or at law or in equity. 



        Any
provision herein, or in any document securing this Note, or any other document executed or delivered in connection herewith, or in any other agreement or commitment, whether written
or oral, expressed or implied, to the contrary notwithstanding, neither Payee nor any holder hereof shall in any event be entitled to receive or collect, nor shall or may amounts received hereunder be
credited, so that Payee or any holder hereof shall be paid, as interest, a sum greater than the maximum amount permitted by applicable law to be charged to the person, partnership, firm or corporation
primarily obligated to pay this Note at the time in question. 


        This
Note may be prepaid, in whole or in part, without penalty. This Note may not be changed, amended or modified except in a writing expressly intended for such purpose
and executed by the party against whom enforcement of the change, amendment or modification is sought. The loan evidenced by this Note is made solely for business purposes and is not for
personal, family, household or agricultural purposes. 


        THIS
NOTE IS BEING EXECUTED AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF COLORADO. EXCEPT TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAY APPLY TO THE
TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF COLORADO SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS NOTE. IN THE EVENT OF A DISPUTE INVOLVING THIS NOTE OR ANY
OTHER INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, THE UNDERSIGNED PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE IN ANY COURT OF COMPETENT JURISDICTION IN DENVER COUNTY, COLORADO. 



        Service
of any notice by Maker to Payee or by Payee to Maker, shall be mailed, postage prepaid by certified United States mail, return receipt requested, at the address for such party
set forth in this Note, or at such subsequent address provided to the other party hereto in the manner set forth in this paragraph for all notices. Any such notice shall be deemed given three
(3) days after deposit thereof in an official depository under the care and custody of the United States Postal Service. 


        Should
the indebtedness represented by this Note or any part thereof be collected at law or in equity or through any bankruptcy, receivership, probate or other court proceedings
or if this Note is placed in the hands of attorneys for collection after default, the undersigned and all endorsers, 







 



guarantors
and sureties of this Note jointly and severally agree to pay to the holder of this Note, in addition to the principal and payable hereon, reasonable attorneys' and collection fees. 


        The
undersigned and all endorsers, guarantors and sureties of this Note and all other persons liable or to become liable on this Note severally waive presentment for payment,
demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention to accelerate the maturity of this Note, notice of acceleration, protest and notice of protest, diligence in
collecting, and the bringing of suit against any other party, and agree to all renewals, extensions, modifications, partial payments, releases or substitutions of security, in whole or in part, with
or without notice, before or after maturity. 


        The
undersigned hereby expressly and unconditionally waives, in connection with any suit, action or proceeding brought by the payee on this Note, any and every right it may have to
(i) injunctive relief, (ii) a trial by jury, (iii) interpose any counterclaim therein and (iv) have the same consolidated with any other or separate suit, action or
proceeding. Nothing herein contained shall prevent or prohibit the undersigned from instituting or maintaining a separate action against payee with respect to any asserted claim. 



        This
Note represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. 


[Signature Page Follows] 


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EXECUTED
AND AGREED as of the date first above written. 



	

NATIONAL ENERGY RESOURCES ACQUISITION COMPANY,
	a Delaware corporation	 	 	 	 
	

 	
 	

By:	
 	

/s/  PATRICK R. MCDONALD      
 Patrick R. McDonald
 Chief Executive Officer and President
	

NRCO LLC,

a Colorado limited liability company	
 	

 	
 	

 
	

 	
 	

By	
 	

/s/  HAROLD R. LOGAN, JR.      
 Harold R. Logan, Jr.
 Secretary and Treasurer




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PROMISSORY NOTE