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                        P R 0 M I S S 0 R Y   N 0 T E

$482,625.00                   Ambler, Pennsylvania             November___, 2001

         FOR VALUE RECEIVED, REGENT ENERGY CORPORATION, ("Maker", whether one
or more), promises to pay to the order of ENERGY INVESTORS, LLC, in Ambler,
Pennsylvania, the sum of FOUR HUNDRED EIGHTY TWO THOUSAND SIX HUNDRED AND
TWENTY-FIVE DOLLARS ($482,625.00) in lawful money of the United States of
America which shall be legal tender in payment of all debts and dues, public
and private, at the time of payment, and to pay interest on the unpaid
principal balance of this promissory note (the "Note") from time to time
outstanding from the date hereof until maturity at a per annum rate of
interest equal to the lesser of (i) the "Applicable Rate" or (ii) the
"Maximum Rate", as those terms are herein defined;

         (i)      The term "Applicable Rate" means TWELVE PERCENT (12%) interest
                  per annum.

         (ii)     The term "Maximum Rate" means the maximum lawful rate of
                  interest permitted to be charged by the holder of this Note to
                  Maker, as a corporation, under the law of the State of
                  Pennsylvania and the United States of America.

         Interest shall be computed on a per annum basis of a year of 365 or
366 days, as the case may be.

         This Note shall be for a term of ninety (90) days or such lesser
term as is provided in the Amended and Restated Participation and Loan
Agreement of even date herewith between Maker and Payee in this Note with
interest payable in advance in three monthly installments beginning November
___, 2001 with principal paid in full at maturity. The payments due under this
Note and the Amended and Restated Participation and Loan Agreement shall be
payable to the holder of this Note at 230 Mathers Road, Ambler, Pennsylvania,
or at such other address as may be provided in writing to Maker.

         This Note may be prepaid in whole or in part at any time and from
time to time without prepayment charge or penalty. Simultaneously with any
prepayment of principal, there must also be paid all interest accrued on the
amount of principal so prepaid and all other sums then due hereunder or under
any instrument, document, or other writing now or hereafter securing or
pertaining to this Note.

         Maker further agrees that all past due principal and accrued
interest shall bear interest from the date it is due until paid at the
Maximum Rate; and if no Maximum Rate is applicable, then at the rate of
eighteen percent (18.00%) per annum; provided, however, nothing herein or in
any instrument, document, or other writing now or hereafter securing this
Note shall entitle the holder of this Note to contract for, charge, receive,
take, or reserve interest hereon in excess of the Maximum Rate. In the event
this Note is prepaid in full or in the event the maturity of this Note is
accelerated prior to the end of the full stated term hereof, and the interest
received prior to such prepayment or acceleration exceeds interest calculated
at the Maximum Rate, the then holder of this Note shall credit the amount of
such excess against the amounts lawfully owing under this Note or under any
instrument, document, or other writing securing this Note as of the date of
such prepayment or acceleration, in any order, preference, or manner as the
holder hereof may elect, until all sums lawfully owing to the holder hereof
are fully and finally paid, and the balance, if any, shall be refunded to the
person or entity entitled thereto.

         Maker further agrees that, notwithstanding any other provision of
this Note, in no event shall the aggregate of (i) all interest which has
accrued on this Note from the date hereof through the date of such
calculation, and (ii) the sum of all other amounts accrued or paid which,
under applicable laws, are considered interest from the date hereof through
the date of such calculation, ever exceed interest calculated at the

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Maximum Rate on the principal balance of this Note from time to time
remaining unpaid. In this connection, it is agreed that in the execution,
delivery, and acceptance of this Note, Maker and the holder of this Note
intend to contract in strict compliance with applicable state and federal
laws from time to time in effect. In furtherance thereof, none of the terms
of this Note or of any instrument, document, or other writing now or
hereafter securing or pertaining to this Note shall ever be construed to
create a contract to pay for the use, forbearance, or detention of money any
interest at a rate in excess of the Maximum Rate. No person or entity shall
ever be liable for interest in excess of the Maximum Rate, and the provisions
of this paragraph shall control over all other provisions of this Note or the
Security Documents (hereafter defined) which may be in apparent conflict
therewith. Specifically, and without limiting the generality of the
foregoing, Maker agrees that:

         (i)      if, under any circumstances, the aggregate amounts paid on
                  this Note prior to and incident to final payment hereof
                  include amounts which by law are considered interest which
                  would exceed the Maximum Rate, Maker agrees that such payment
                  and collection will have been and will be deemed to have been
                  the result of mathematical error on the part both of Maker and
                  the holder of this Note, and the recipient of such excess
                  payments shall promptly refund the amount of such excess (to
                  the extent only of such interest payments above the maximum
                  amount which could lawfully have been collected and retained)
                  upon discovery of such error by the recipient of such payment
                  or upon receipt of notice thereof from the person or entity
                  making such payment; and

         (ii)     to the fullest extent permitted by applicable law, all sums
                  paid or agreed to be paid to the holder hereof for the use,
                  forbearance, or detention of the indebtedness evidenced hereby
                  shall be amortized, prorated, allocated, and spread throughout
                  the full term of this Note.

         Maker further agrees that if any default occurs in the payment of
this Note, principal or interest, or in the payment of any other note or
indebtedness of Maker, Maker's successors or assigns, to the then holder of
this Note, or upon the occurrence of any default under any of the Security
Documents, or under any other instrument, document, or other writing then
securing this Note or any other indebtedness of Maker, Maker's successors or
assigns, to the then holder of this Note, then, in any such event, and at any
time thereafter, cumulative of and in addition to all other rights and
remedies available to the holder of this Note, at the option of such holder,
the entire unpaid principal balance and all accrued interest then owing on
this Note shall immediately mature and be due and payable.

         Maker further agrees that if the original or a copy of this Note is
placed in the hands of an attorney for collection after the occurrence of any
default hereunder, or for the purpose of being sued upon or established in
any manner in any court, or for any other purpose whatsoever in any manner
connected with or pertaining to (i) the extension of credit evidenced hereby,
(ii) Maker, Maker's successors or assigns, or (iii) any property, rights, or
interests now or hereafter securing this Note, then, in any such event, Maker
promises to pay to the then holder of this Note all reasonable attorneys'
fees, costs, and expenses theretofore, then, and thereafter paid or incurred
by any holder of this Note in any manner connected therewith.

         To the maximum extent not prohibited by applicable law, Maker, on
behalf of Maker and Maker's successors and assigns, hereby (i) waives grace,
demand, notice of default, notice of intent to accelerate maturity, notice
that the holder hereof will not or will no longer accept late payments,
notice of acceleration of maturity, presentment for acceleration, presentment
for payment, protest, notice of protest and of dishonor, and diligence in
taking any action with respect to any security or the collection of any sums
owing hereon and (ii) consents to any and all renewals, extensions,
modifications, and rearrangements hereof and to the release of all or any
part of the security herefor or any person or entity liable hereon or herefor
under any terms deemed by the holder hereof, in its sole discretion, to be
adequate. Any such renewal, extension, modification, or rearrangement, or the
release of any such security, person, or entity, may be made without

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notice to Maker, Maker's successors or assigns, and without affecting any
security herefor or the liabilities and obligations of Maker, Maker's
successors or assigns, which are not expressly released in writing. Maker
further agrees that the exercise of any right or remedy conferred upon any
holder hereof in this Note, or in any instrument, document, or other writing
now or hereafter securing or otherwise pertaining to this Note, or securing
or pertaining to any other indebtedness now or hereafter owing by Maker to
any holder hereof, shall be wholly discretionary with the holder of this
Note, and the exercise of, or failure to exercise, any such right or remedy
shall not in any manner affect, impair, or diminish the obligations and
liabilities of Maker, or constitute or be deemed a waiver of any such right
or remedy or any other past, present, or future right or remedy of any holder
hereof. Maker further agrees that (without limiting the foregoing) the
acceptance of late payments or the failure to exercise the option to
accelerate the maturity of this Note upon any default hereunder shall not in
any manner constitute a waiver of the right to exercise the option to
accelerate the maturity of this Note upon the failure to promptly pay any
subsequent payment or in the event there exists or thereafter occurs any
other or subsequent default, and no waiver shall be enforceable against the
holder of this Note unless such waiver is expressly set forth in writing and
duly executed by such holder.

         WITHOUT LIMITATION OF ANY OTHER PROVISION HEREIN, THE MAKER HEREBY
EMPOWERS ANY ATTORNEY OR ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY
EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR THE MAKER AND, WITH OR WITHOUT
COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST THE
MAKER IN FAVOR OF THE HOLDER OF THIS NOTE FOR ALL AMOUNTS DUE HEREUNDER AND
ALL ACCRUED INTEREST, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S
COMMISSION OF THE GREATER OF 10% OF SUCH PRINCIPAL AND INTEREST OR $1,000
ADDED AS A REASONABLE ATTORNEY'S FEE AND FOR DOING SO THIS NOTE OR A COPY
VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE MAKER HEREBY FOREVER
WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL
AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY
STATE NOW IN FORCE OR HEREAFTER ENACTED. NO SINGLE EXERCISE OF THE FOREGOING
POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO
EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY
COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE
UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE HOLDER
OF THIS NOTE SHALL ELECT UNTIL SUCH TIME AS THE HOLDER OF THIS NOTE SHALL
HAVE RECEIVED PAYMENT IN FULL OR ALL AMOUNTS PAYABLE BY MAKER.

         This Note, and all instruments, documents, and other writings
evidencing, securing, or pertaining to the indebtedness evidenced hereby have
been executed in Harris County, Texas, and shall be construed in accordance
with and governed by the applicable laws of the United States of America and
the State of Pennsylvania. Maker further agrees and consents to all of the
provisions of the Security Documents and of all other instruments, documents,
and other writings now or hereafter securing or pertaining to this Note and
agrees that all of same are binding on Maker, and on the heirs, successors,
legal representatives, and assigns of Maker.

         To the maximum extent not prohibited by applicable law, this Note is
secured by all security instruments, collateral assignments, mortgages,
liens, and lien instruments (the "Security Documents") executed by Maker (or
by any other person or entity) in favor of the holder of this Note, including
those executed simultaneously herewith, those executed heretofore, and those
hereafter executed, including, without limitation, that certain Deed of Trust
and Security Agreement (the "Deed of Trust") dated effective August 15, 2001,
executed by Maker to Donald G. Sinex, Trustee, which Deed of Trust is
recorded in Book1327, Page 212, records of San Juan County, New Mexico
together with Uniform Commercial Code Financing Statement also dated
effective August 15, 2001 and recorded in UCC file No. 2001082006524, Office
of the Secretary of State of New Mexico together with the Renewal and
Extension of Lien executed by Maker of even date herewith, with all such
documents describing or referencing Mortgaged Properties in the
Horshoe-Gallup Unit on Exhibit "A" attached thereto, reference to which is
here made for all purposes.

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         THE MAKER IRREVOCABLY WAIVES ANY AND ALL RIGHT THE MAKER MAY HAVE TO
A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO
THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY
TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS.  THE MAKER ACKNOWLEDGES
THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

         The Maker acknowledges that it has read and understood all the
provisions of this Note, including the confession of judgment and waiver of
jury trial, and has been advised by counsel as necessary or appropriate.

         Notwithstanding any provision of this Promissory Note to the
contrary, the Holder of this Promissory Note acknowledges that the
obligations imposed on Maker by this Promissory Note, and the rights of any
and all holders hereof, are subject to and subordinate to the Mortgage,
Assignment of Production, Security Agreement and Financing Statement as
described in Section VII (p) of the Deed of Trust as renewed and extended
that secures the obligations under this Promissory Note.

                                         REGENT ENERGY CORPORATION

                                         By
                                           -------------------------------------
                                            John N. Ehrman, President






















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