UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549

                               Form 10-QSB


(Mark One)

[X] Quarterly Report Pursuant to Section 13 OR 15(d) of the
    Securities Exchange Act of 1934

             For the quarterly period ended March 31, 2002

[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act

For the transition period from _______________to________________

Commission file number 0-20193

                      EMPIRE PETROLEUM CORPORATION

   (Exact name of small business issuer as specified in its Charter)

          DELAWARE                              73-1238709
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)               Identification No.)


15 E. 5th Street, Suite 4000, Tulsa, Oklahoma   74103-4346
(Address of principal executive offices)        (Zip Code)

(Issuer's telephone number)                   (918) 587-8093



              610, 715 - 5th Avenue S. W., Calgary, Alberta
                           Canada  T2P 2X6

(Former name, former address and former fiscal year, if changed since last
report)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Common Stock, $.001 Par Value - 23,495,259 shares outstanding as of March 15,
2002.

Transitional Small Business Disclosure Format: [ ] Yes [X] No


                      EMPIRE PETROLEUM CORPORATION

                        INDEX TO FORM 10-QSB

Part I. FINANCIAL INFORMATION                               Page(s)

Item 1. Financial Statements
Balance Sheet at March 31, 2002 (Unaudited)                  3-4
Statements of Operations for the three months ended
  March 31, 2002 and 2001 (Unaudited)                        4-5
Statements of Cash Flows for the three months ended
  March 31, 2002 and 2001 (Unaudited)                        5-6
Notes to Financial Statements                                6-8

Item 2. Plan of Operations                                  8-10


Part II. OTHER INFORMATION

Item 1. Legal Proceedings                                  10-11

Item 6. Exhibits and Reports on Form 8-K                      11


Signatures                                                    11


Item 1. FINANCIAL STATEMENTS


                      EMPIRE PETROLEUM CORPORATION

                             BALANCE SHEET


                                                           March 31,

                                                             2002

ASSETS                                                    (Unaudited)

Current assets:
  Cash and cash equivalents                              $   123,268
  Accounts receivable                                         55,893
  Prepaid expenses                                               943
		                                             ___________
Total current assets                                         180,104

Investment in prospects
Property & equipment net of accumulated
  depreciation and depletion                               7,190,307
                                                         ___________
Total Assets             	                             7,370,411
                                                         ___________


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued
    liabilities                                          $   465,619
  Debenture payable                                          182,000
  Note Payable - Related Party                               170,000
                                                         ___________
Total current liabilities                                    817,619

Long-term debenture payable                                   30,000
Deferred taxes                                             1,250,000
                                                         ___________
Total liabilities                                          2,097,619
                                                         ___________

Stockholders' equity:
Common stock at par value                                     23,495
Additional paid in capital                                 7,441,099
Accumulated deficit                                       (2,191,802)
                                                         ___________
Total stockholders' equity                                 5,272,792
                                                         ___________

Total Liabilities and Equity                             $ 7,370,411
                                                         ___________


See accompanying notes to financial statements.


                       EMPIRE PETROLEUM CORPORATION

                        STATEMENTS OF OPERATIONS

                             (Unaudited)




                                              Three Months Ended

                                                  March 31,

                                               2002         2001

Revenue:
  Oil and gas sales                    $          0     $         0
  Less royalty expense                            0               0
                                       ____________      __________
                                                  0               0
                                       ____________      __________

Costs and expenses:
  Production & operating                     73,341               0
  General & administrative                   52,610          39,757
  Depletion and amortization                  1,044               0
                                       ____________      __________
                                            126,995          39,757
                                       ____________      __________
  Operating loss                            126,995          39,757
                                       ____________      __________

Other income and expense:
  Interest income                                 0          (1,199)
  Miscellaneous income                            0          (   47)
  Interest expense                            5,385           4,571
                                       ____________      __________

Total other income and expense                5,385           3,325
                                       ____________      __________

Net loss                               $   (132,380)     $  (43,082)
                                       ____________      __________

Net loss per common share              $          0               0
                                       ____________      __________

Weighted average number of
  common shares outstanding              23,495,259      16,003,040
                                       ____________      __________



See accompanying notes to financial statements


                      EMPIRE PETROLEUM CORPORATION

                        STATEMENTS OF CASH FLOWS

                             (UNAUDITED)

                          Three Months Ended

                                               March 31,     March 31,

                                                 2002          2001


Cash flows from operating activities:
  Net loss                                    $(132,380)     $(43,082)

Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and depletion                      1,044           525

Cash flow from operations:
(Increase) decrease in assets:
  Accounts receivable                            71,817             0
  Prepaid expenses                                4,380         3,571
Increase (decrease) in liabilities:
  Accounts payable and accrued expenses         (23,530)      (39,747)
                                               ________      ________
Net cash used in operating activities           (78,669)      (78,733)
                                               ________      ________

Cash flows from investing activities:
  Additions to property, plant and equipment    ( 6,305)            0
  Cash payments for investments in prospects          0       (45,541)
                                               ________      ________
Net cash used in investing activities           ( 6,305)      (45,541)
                                               ________      ________

Cash flows from financing activities:
  Issuance of common stock                            0       477,016
  Proceeds of note payable - related party      170,000             0
  Repayment of note payable -related party            0      (282,754)
                                               ________      ________
Net cash provided by financing activities       170,000       194,262
                                               ________      ________

Net increase (decrease)in cash                   85,026        69,988

Cash and cash equivalents - Beginning            38,242        13,000
                                               ________      ________
Cash and cash equivalents - Ending             $123,268      $ 82,988
                                               ________      ________


See accompanying notes to financial statements


                      EMPIRE PETROLEUM CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (UNAUDITED)

1.     BASIS OF PRESENTATION:

The accompanying unaudited financial statements of Empire Petroleum
Corporation (Empire, or the Company) have been prepared in accordance
with generally accepted accounting principles for interim financial
information and the instructions to Form 10-QSB. Accordingly, they
do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting
of only normal recurring accruals) considered necessary for a fair
presentation of the Company's financial position, the results of
operations, and the cash flows for the interim period are included.
Operating results for the interim period are not necessarily indicative
of the results that may be expected for the year ending December 31, 2002.

On July 20, 2001, the Board of Directors approved the merger of Americomm
Resources Corporation with its wholly owned subsidiary Empire Petroleum
Corporation and the simultaneous change in the name of the corporation
to Empire Petroleum Corporation. Both the merger and name change were
effective August 15, 2001.

The information contained in this Form 10-QSB should be read in
conjunction with audited financial statements and related notes for
the year ended December 31, 2001 which are contained in the Company's
Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission (the SEC) on April 10, 2002.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Oil and gas properties - The Company uses the successful efforts method
of accounting for its oil and gas activities. Costs incurred are deferred
until exploration and completion results are evaluated. At such time,
costs of activities with economically recoverable reserves are capitalized
as proven properties, and costs of unsuccessful or uneconomical development
work are expensed.

Cash and cash equivalents - The Company defines cash and cash equivalents
to be cash on hand, cash in checking accounts, certificates of deposit,
cash in money market accounts and certain investments with maturities of
three months or less from the date of purchase.

3.    NOTES PAYABLE

On June 4, 2001, the corporation received proceeds from two notes payable
in the amount of $116,000 and signed a debenture note payable from
an affiliated person for a further $66,000. These notes are unsecured and
bear interest at 12% per year, with interest payable monthly. They are due
and payable by the company on June 4, 2002 including a 3% premium on
the principal amounts due. In no event shall interest to be paid exceed
an amount equal to simple interest on the unpaid principal balances of
the notes at the maximum rate permitted by applicable law.

On August 23, 2001, the company received proceeds of a long-term note
payable in the amount of $30,000. The note is unsecured and bears interest
at 1% per month and is convertible, at the note holder's option, into a .5%
working interest in the Timber Draw project.

On March 15, 2002, the Company borrowed $170,000 from Albert E. Whitehead
Living Trust pursuant to a convertible promissory note due March 15, 2003
earning interest at the rate of 10% per annum, and convertible into shares
of the Company stock at a price of $0.2100 per share, which represented
the market price of the Company's common stock on such date.

In April 2002, the Company entered into an "Agreed Order of Payment"
with Baker Hughes, Inc., to satisfy an outstanding indebtedness for
service in the drilling of the Timber Draw #1-AH well.  The amount
of this payment is for the principal amount of $98,984.79, accrued
interest at the rate of 18% per annum from January 17, 2001 to
January 29, 2002, interest accruing from and after January 29,
2002, at the rate of 7.48% per annum until paid, costs in the
amount of $96.00, and attorney's fees in the amount of $2,750.00.
Payment of such amounts is to be made as follows:

     1.  Empire Petroleum shall pay an initial installment of
     $40,000.00 to Baker Hughes on or before April 15, 2002 (the
     Company made this payment in April 2002 as required)

     2. Beginning May 1, 2002, Empire shall pay consecutive
     monthly installments of $10,000.00 each due on or before
     the 1st day of each consecutive month until the entire
     amounts due are paid in full.  The Company made this
     payment in May 2002 as required.

In December 2001, the Company executed a note with Weatherford
U.S., L.P. to satisfy an outstanding indebtedness for service in
the drilling of the Timber Draw #1-AH well.  The principal amount
of this note is $108,334.22 with interest payments at 10% per annum
commencing on May 27, 2001, until all interest and principal amounts
are paid in full.  Timely payments have been made in accordance with
the terms of this note.  In April 2002, the "payee" of this note agreed
to a revised payment schedule extending final payment of $66,997.00
from April 10, 2002, until June 10, 2002.

4.    INCOME TAXES

As of March 31, 2002, the Company has tax net operating loss carry forwards
totaling approximately $1,754,000. If not used, these carry forwards will
expire in the years 2001 to 2021.

5.    EMPIRE PETROLEUM CORPORATION ACQUISITION

On May 29, 2001 the Company acquired Empire Petroleum Corporation, a private
company that owned a 25% interest in the Cheyenne River Prospect, increasing
the Company's working interest in the Cheyenne River Wyoming Prospect to 75%.
The acquisition of Empire was accomplished by the issue of 7,492,351 common
shares or 30.6% of the total 24,476,925 shares now outstanding on a fully
diluted basis. The Company's shares issued were valued at $0.55 each for
this transaction. The acquisition was accounted for as follows:


                                                 USD$

Value of shares issued                           4,120,793
Current assets                                     347,762
Investments                                        206,250
Current Liabilities                               (607,182)
Deferred Taxes                                  (1,250,000)
Petroleum and natural gas properties             5,423,963
                                                __________
                                                 4,120,793

Management changes concurrent with the Empire acquisition included the
appointment of John P. McGrain as Chairman and Chief Executive Officer,
and Thomas J. Jacobsen as President and Chief Operating Officer of the
combined company. Mr. McGrain, has 30 years experience as an investor
with a focus on oil and gas companies and is currently the Chairman of
Enterra Energy Corp. (Nasdaq: EENC). Mr. Jacobsen, is also acting Chief
Operating Officer and Director of Enterra, has more than 40 years
experience in the oil and gas industry within Canada, the United
States and internationally.

After the Empire acquisition, the Board of Directors was comprised of
John P. McGrain, Thomas J. Jacobsen, Albert E. Whitehead, Thomas R.
Bradley and John C. Kinard. George H. Plewes resigned as a director.
Al Whitehead and Tom Bradley, in addition to their board duties,
managed the company's land inventory of over 100,000 acres of leases.

On July 20, 2001, the Board of Directors approved the merger of the
Company with its now wholly owned subsidiary Empire Petroleum
Corporation and the simultaneous change in the name to Empire
Petroleum Corporation. Both the merger and name change were
effective August 15, 2001.

On April 16, 2002, the Board of Directors of the Company accepted the
resignations of John P. McGrain and Thomas J. Jacobsen as officers
and directors of the Company and appointed Albert E. Whitehead as
Chairman and Chief Executive Officer and Thomas R. Bradley as President
of the Company.  The new Board of Directors will be comprised of Albert
E. Whitehead, Thomas R. Bradley and John C. Kinard.  As of April 2002,
the operations and headquarters of the Company were relocated to Tulsa,
Oklahoma as shown on the cover page of this report.

Item 2. PLAN OF OPERATION

All statements, other than statements of historical fact contained in
this report are forward-looking statements. Forward-looking statements
generally are accompanied by words such as anticipate, believe,
estimate, expect, may, might, potential, project or similar statements.
Although the Registrant believes that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that
such expectations will prove correct. Factors that could cause the
Company's results to differ materially from the results discussed in
such forward-looking statements include the need for additional capital,
the costs expected to be incurred in the exploration and development of
the Registrant's properties, unforeseen engineering, mechanical or
technological difficulties in drilling wells, uncertainty of exploration
results, operating hazards, competition from other natural resource
companies, the fluctuations of prices for oil and gas, the effects of
governmental and environmental regulation, general economic conditions
and other risks described in the Registrant's filings with the Securities
and Exchange Commission. Accordingly, the actual results of the Company's
operations in the future may vary widely from the forward-looking
statements included herein, and all forward-looking statements in
this Report are expressly qualified in their entirety by the cautionary
statements in this paragraph.

Empire has no income producing oil and gas properties at March 31, 2002.
However, an oil and gas test well was drilled in January 2001 on the
Cheyenne River Prospect. The test well encountered flows of oil and
natural gas during the drilling period and was subsequently completed
as an oil well as described below.

As of March 31, 2002, Empire had $123,268 of cash on hand. Empire
expects that its cash on hand will be sufficient to fund its operations
for the next 3 months. Empire's material commitments consist of annual
lease payments on the Cheyenne River Development Project of approximately
$119,622, of which $96,414 were paid in March 2002, with $70,000 of
this amount paid by the Company and the balance of $26,414 paid by
the parties to the Farmout Agreement in the Cheyenne
River Development Project.   Although the Company has closed its Calgary,
Alberta Canada office, it still has a lease obligation for office space
there under an operating lease agreement with an unrelated party that
will expire in 2006.  This lease calls for monthly lease payments of
approximately $2,333.33 (U.S.).  The Company has negotiated a commitment
from a Calgary company to assume the obligations of this lease after the
June 2002 payment by Empire.  In Tulsa, Oklahoma, the Company leases
office space under an operating lease agreement with an unrelated party
which will expire in 2003.  The lease calls for monthly lease payments
of $3,893 for the years 2002 and 2003.  The Company currently sublets
part of its office space on a month-to-month basis for approximately
$1,000 per month.  Mr. Whitehead and Mr. Bradley serve as executive
officers of the Company without compensation.

Pursuant to the Farmout Agreement, drilling of the Timber Draw 1-AH
test well commenced during December 2000 within the 25,000 acre
Timber Draw Federal Drilling Unit included in the Cheyenne River
Development Project.  Drilling of the Timber Draw 1-AH test well
was completed at a total measured depth of 10,578 feet of which
the last 2,030 feet was drilled horizontally through the Newcastle
"B" formation (the "Muddy").  During horizontal drilling, flows of
oil and gas were encountered. During the period from February 13,
to June 22, 2001, the Company conducted a series of production
methods on its Timber Draw Unit #1-AH oil and gas discovery.  During
the test period, the well flowed 8,139 barrels of 44 degree light
gravity sweet crude and 29,072,000 cubic feet of natural gas with
a BTU content of 1,493 and rich in natural gas liquids. Consulting
engineers have calculated natural gas liquids of approximately 70
barrels per day based on estimated gas production of 500,000 cubic
feet per day. Due to the lack of a nearby pipeline connection, the
well was shut-in on June 22, 2001 to conserve the natural gas, which
was flared during the test period.  A bottom hole pressure survey
conducted in April 2002 indicated a limited reservoir for this well.
Once the well is placed on production for a prolonged period of
time a more definitive calculation of reserves can be made.

The Company anticipated drilling additional wells in the fourth quarter
of 2001, however, due to poor financial market conditions it was unable
to raise the funds necessary to conduct the fourth quarter, of 2001,
drilling program.  The Company now has elected to make an effort to
finance or farmout up to a 37.5%working interest in the Timber Draw #1-AH
discovery well and the 84,256 acres under lease in the Cheyenne River
Development Project.  Upon concluding a financing or farmout, steps
will be taken to conduct a sixteen square mile seismic survey surrounding
the discovery well and determine from this study the feasibility of
drilling additional well(s) and consider building a ten mile
pipeline to a gas purchaser in order to place the well on production.

The Bureau of Land Management ("BLM") has advised the Company it will
require additional test data before it can determine the economic
status of the well pursuant to the terms of the Timber Draw Unit.
A continuous test of the well will be carried out after its connection
to a purchaser's pipeline and the Company anticipates the BLM will
require about six months of production history before it renders its
ruling on whether the Company has a paying or non-paying well based on
its criteria which is essentially based on whether or not the production
from the well will payout the cost of such well.  There is no assurance
that the well will meet this criteria.  Subject to favorable results
of a 3D seismic interpretation and securing additional financing, the
Company would anticipate additional drilling in the 3rd quarter of
2002.

Empire now owns a fifty (50%) percent working interest in the Timber
Draw #1-AH discovery well which is convertible to a seventy-five
(75%) percent working interest after its partners recover their
drilling and completion costs.  Empire reserves an overriding royalty
interest of seven (7%) percent proportionally reduced until our
partners cost recovery.  As a result of the Farmout Agreement, Empire
now has a seventy-five (75%) percent interest in approximately 60,000
acres of the Development Project.  The Farmout Agreement also provides
that the partners can obtain a 25% interest in the remaining 24,256
acres, providing that they participate proportionally in the drilling
of a test well on the property.  The Company currently owns a 100%
interest in 24,256 acres.

It has been determined that approximately  16,000 acres of property
located in the northwest portion of the Cheyenne River Development
Project are surplus to the Company's needs and that these acres will
be released through non-payment of lease rentals.  As of April 1, 2002,
following the release of the surplus property, the lease block for the
Cheyenne River Development Project will constitute approximately  84,256
acres.

Empire employs one secretary in its Tulsa office and does not at this
time expect any significant change in the number of its employees
during the next twelve months. If Empire is successful in raising
additional capital, it will employ part-time or temporary persons
and consultants in situations where special expertise is required.

PART II. OTHER INFORMATION

Item 2. LEGAL PROCEEDINGS

On January 29, 2002, Baker Hughes, Inc. (Baker Hughes) secured
a default judgment in the District Court of Tulsa County in the
State of Oklahoma in connection with the principal balance of
$98,984.79 for labor, services and materials furnished by
Baker Hughes.  The Company did not contest Baker Hughes's action
as there was no dispute to the validity of its claim.  On March
13, 2002, Baker Hughes filed to authenticate the default judgment
in the District Court, Eighth Judicial District in the County
of Niobrara, State of Wyoming.  On April 18, 2002, the Company
and Baker Hughes entered into a Agreed Order of Payment as further
described in Note 3 of the Financial Statements in order to
resolve this matter.

Item 6. Exhibits and Reports on Form 8-K

        (a)   Exhibits

              10.1   Convertible Note due March 15, 2003 issued to
                     Albert E. Whitehead Living Trust.

         (b)  Reports on Form 8-K.

                     A form 8-K was filed April 16, 2002 regarding
                     the resignations of John P. McGrain and Thomas
                     J. Jacobsen as officers and directors of Empire
                     Petroleum Corporation.

                      EMPIRE PETROLEUM CORPORATION

                             SIGNATURES

In accordance with the requirements of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

EMPIRE PETROLEUM CORPORATION



Date: May 14, 2002                    By: /s/ Thomas R. Bradley



Thomas R. Bradley

President


                            EXHIBIT INDEX


NO.                DESCRIPTION

10.1               Convertible Note due March 15, 2003 issued to
                   Albert E. Whitehead Living Trust.



EXHIBIT 10.1




This Note, and any securities to be acquired upon the conversion
of this Note, have not been registered under the Securities Act
of 1933, as amended, and may not be sold, hypothecated or otherwise
transferred or disposed of in the absence of such registration,
unless an exemption from the requirement of such registration is
available under the circumstances at the time obtaining and, if
required at the sole discretion of the Company, demonstrated by
opinion of counsel satisfactory to the Company.



                      EMPIRE PETROLEUM CORPORATION




                   Convertible Note Due March 15, 2003




$170,000.00				                   Tulsa, Oklahoma
                                                 March 15, 2002


	FOR VALUE RECEIVED, EMPIRE PETROLEUM CORPORATION, a
Delaware corporation (the "Company"), promises to pay The
Albert E. Whitehead Living Trust, or registered assigns, the
principal sum of ONE HUNDRED SEVENTY THOUSAND United States
Dollars ($170,000.00) on March 15, 2003 (the "Due Date"),
together with interest from the date hereof on the unpaid
balance of such principal amount from time to time outstanding
at the rate of 10% per annum.

	Payments of principal and interest shall be made in such
coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private
debts, by check mailed and addressed to the registered holder
thereof at the address shown in the register maintained by the
Company for such purpose or, at the option of the holder hereof,
in such manner and at such place in the United States of America
acceptable to the Company as the holder hereof shall have designated
to the Company in writing.

     1.  Definitions.  As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:

         (a)  "Common Stock" shall mean (i) the Common Stock, par
value $.001, of the Company as constituted on March 15, 2002, (ii)
any stock into which such Common Stock shall have been changed or
any stock resulting from any reclassification of such Common Stock,
(iii) all other stock of any class or classes (however designated)
of the Company, the holders of which have the right, without limitation
as to amount, either to all or to a share of the balance of current
dividends and liquidating dividends after the payment of dividends
and distributions of any shares entitled to preference, (iv) other
securities of the Company or of any other person (corporate or
otherwise) which the holders of this Note at any time shall be
entitled to receive, or shall have received, upon the conversion
of this Note, in lieu of or in addition to Common Stock, and (v)
other securities which at any time shall be issuable or shall have
been issued to holders of Common Stock in exchange for, in addition
to or in replacement of, Common Stock pursuant to Section 5 hereof
or otherwise.

         (b)  "Company" includes any corporation which shall
succeed to or assume the obligations of the Company hereunder in
compliance with Section 5 hereof.

         (c)  "Conversion Price" shall mean $0.2100 per share for
each share of Common Stock.

         (d)  "Pro Forma Dilution Price" shall have the meaning
specified in section 4.l.

      2.      Conversion of Note.

      2.l.    Conversion.  This Note may be converted at any time
prior to the Due Date by the holder hereof, in whole or in part
(but not as to less than 100 shares of Common Stock unless this
Note entitles the holder to convert this Note into less than 100
shares of Common Stock), into that number of shares as shall be
obtained by dividing the principal amount hereof to be so converted
by the Conversion Price, on any business day, by surrender of this
Note, with the form of conversion at the end hereof (or a reasonable
facsimile thereof) duly executed by such holder, to the Company at
its office in Tulsa, Oklahoma, or at the office or agency, if any,
maintained for such purpose pursuant to Section 11, designating the
amount of principal hereof to be converted.  Such holder shall
thereupon be entitled to receive the number of shares of Common
Stock, determined as provided in Section 4.l, and the accrued and
unpaid interest to and including the date of surrender on the
principal amount of the Note so converted.  Notwithstanding anything
to the contrary herein, if the Company elects to prepay all or a
portion of this Note pursuant to Section 3 hereof, the right to
convert the portion of the Note to be prepaid shall expire unless
exercised prior to the close of business on the business day
preceding the Prepayment Date (as defined in Section 3).

      2.2     When Conversion Effective.  Each conversion of this
Note shall be deemed to have been effected immediately prior to the
close of business on the business day on which this Note shall have
been surrendered to the Company as provided in section 2.l or as soon
thereafter as compliance with section 2.5 shall have been completed.
At such time, the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be
issuable upon such conversion shall be deemed to have become the
holder or holders of record thereof.

      2.3     Delivery of Stock Certificates, etc.  As soon as
practicable after the conversion of this Note in full or in
part, the Company at its expense (including the payment by it
of any applicable issue taxes) will cause to be issued in the
name of and delivered to the holder hereof, or (subject to the
restrictions on transfer referenced in the legend at the head
of this Note and to Section 2.5 hereof) as such holder (upon
payment by such holder of any applicable transfer taxes) may
direct:

      (a)     a certificate or certificates for the number of
full shares of Common Stock to which such holder shall be
entitled upon such conversion plus, in lieu of any fractional
share to which such holder would otherwise be entitled, cash in
an amount equal to the portion of the Conversion Price
representing such fractional share; and

      (b)     in case such conversion is in part only, a new Note
of like tenor, in a principal amount equal to the principal amount
hereof minus the principal amount of this Note converted as provided
in Section 2.1.

      2.4.    Company to Reaffirm Obligations.  The Company will, at
the time of each conversion of this Note, upon the request of the
holder hereof, acknowledge in writing its continuing obligation to
afford to such holder all rights to which such holder shall continue
to be entitled after such conversion in accordance with the terms of
this Note, provided that if the holder of this Note shall fail to make
any such request, such failure shall not affect the continuing
obligation of the Company to afford such rights to such holder.

      2.5     Securities Act Compliance.  At the time this Note is
converted pursuant to section 2.l, if the Company has been directed
to issue a certificate or certificates for shares of Common Stock to
a person or entity other than the holder hereof, at the request of
the Company, the holder hereof shall deliver to the Company (at the
holder's expense) an opinion of counsel, in form and content reasonably
satisfactory to the Company, to the effect that the issuance by the
Company of the shares of Common Stock pursuant to the terms of this
Note does not require registration under the Securities Act of 1933,
as amended (the "Act").

      3.      Prepayment of Note.  From and after the date of this
Note, the outstanding principal amount of this Note may be prepaid by
the Company, in whole or in part, on written notice from the Company
to the holder hereof specifying the date of prepayment ("Prepayment
Date"), which shall be no less than thirty (30) calendar days from
the date of notice.  On the Prepayment Date, upon receipt of the
original Note, the Company shall pay to the holder of this Note the
principal amount to be prepaid plus accrued and unpaid interest thereon
to and including the Prepayment Date.  Notwithstanding anything to the
contrary herein, all rights of the Company to prepay this Note are
subject to the rights of the holder hereof to convert such Note in
accordance with section 2.1 hereof, which are exercised prior to the
close of business on the business day preceding the Prepayment Date.
After the close of business on the Prepayment Date, any portion of the
principal amount of this Note which has been prepaid or which upon
surrender of the original Note is to be repaid in accordance with
this Section 3 shall cease to accrue interest and all rights of the
holder thereof with respect to such prepaid principal amount shall
cease on such date, except the right to receive the amount payable
hereunder on presentation and surrender of the original Note.  In
the event of a prepayment hereunder by the Company of less than the
entire principal amount of this Note, then promptly upon such partial
prepayment, the Company shall issue and deliver to the holder hereof
a new Note, of like tenor hereto, equal in principal amount to the
unpaid principal amount of this Note.

      4.      Adjustment of Common Stock Issuable Upon Conversion.

      4.l.    General; Pro Forma Dilution Price.  The number of shares
of Common Stock which the holder of this Note shall be entitled to
receive upon the conversion hereof shall be determined by multiplying
the number of shares of Common Stock which would otherwise (but for the
provisions of this section) be issuable upon such conversion, by the
fraction of which (a) the numerator is the Conversion Price and (b) the
denominator is the Pro Forma Dilution Price (as defined below in this
section 4.l) in effect on the date of such conversion.  The "Pro Forma
Dilution Price" per share of Common Stock shall initially be the
Conversion Price and shall be adjusted and readjusted from time to
time as provided in this section  (and, as so adjusted or readjusted,
shall remain in effect until a further adjustment or readjustment
thereof is required by this section), provided, that the Company shall
not be required to make any adjustments required by this section, if
the amount of such adjustment would be less than $1.00, but in such
case any adjustment that would otherwise be required then to be made
shall be carried forward and shall be made at the time of and together
with the next subsequent adjustments, which, together with any adjustment
or adjustments so carried forward, shall amount to at least $1.00 per
share.

      4.2.    Adjustment of Pro Forma Dilution Price.  In case the
Company shall declare, order, pay or make a dividend or other
distribution (including, without limitation, any distribution of
other or additional stock or other securities or property by way
of dividend or spinoff, reclassification, recapitalization or similar
corporate rearrangement) on the Common Stock other than a dividend
payable in cash or other property and declared out of earned surplus
of the Company, then, and in each such case, the Pro Forma Dilution
Price shall, immediately after the close of business on the record
date fixed for the determination of holders of any class of securities
entitled to receive such dividend or distribution, be reduced or
increased to a price (calculated to the nearest cent, a half cent
being considered a full cent) determined by dividing

      (x)     an amount equal to

         (i)  the product obtained by multiplying the number
of shares of Common Stock outstanding immediately prior to the
close of business on such record date by the Pro Forma Dilution
Price in effect at such time,

      minus

         (ii) the aggregate amount of such dividend or
distribution (dividends or distributions of property other
than cash being valued at the fair market value of such
property as determined in good faith by the board of directors
of the Company),

      by

      (y)     the number of shares of Common Stock outstanding
at the close of business on such record date, provided that, for
the purposes of this section 4.2, treasury shares shall not be
deemed to be outstanding; and provided, further, that in no event
shall the effect of this section 4.2 result in a price to be paid
upon actual conversion of this Note which is greater than the
Conversion Price, as adjusted in the manner provided in section 4.3.

      4.3.    Stock Dividends, Stock Splits, etc.  In case the
Company at any time or from time to time after September 23, 1997
shall declare or pay any dividend on the Common Stock payable in
Common Stock or effect a subdivision of the outstanding shares of
Common Stock into a greater number of shares of Common Stock (by
reclassification or otherwise), the Pro Forma Dilution Price in
effect immediately prior to such dividend shall, as of the opening
of business on the date of payment of such dividend, be
proportionately decreased.

      4.4.    Adjustments for Combinations, etc.  In case the
outstanding shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a lesser
number of shares of Common Stock, the Pro Forma Dilution Price
in effect immediately prior to such combination or consolidation
shall, concurrently with the effectiveness of such combination or
consolidation, be proportionately increased.

      5.      Adjustments for Consolidation, Merger, Reorganization,
etc.  In case the Company, after the date of this Note, (a) shall
consolidate with or merge into any other person and shall not be
the continuing or surviving corporation of such consolidation or
merger, or (b) shall permit any other person to consolidate with
or merge into the Company and the Company shall be the continuing
or surviving person but, in connection with such consolidation or
merger, the Common Stock shall be changed into or exchanged for
stock or other securities or property of any other person, or (c)
shall effect a capital reorganization or reclassification of the
Common Stock, then, and in each such case, proper provision shall
be made so that, on the terms and in the manner provided in section
4, the holder of this Note, upon the conversion hereof at any time
after the consummation of such consolidation, merger, reorganization
or reclassification, shall be entitled to receive, in lieu of the
Common Stock issuable upon such conversion prior to such
consummation, the stock and other securities and property to
which such holder would have been entitled upon such consummation
if such holder had so converted this Note immediately prior thereto,
subject to adjustments (subsequent to such corporate action) as
nearly equivalent as possible to the adjustments provided for in
section 4.

      6.      No Dilution or Impairment.  The Company (a) will not
permit the par value of any shares of stock receivable upon the
conversion of this Note to exceed the amount payable therefor
upon such conversion, (b) will take all such action as may be
necessary or appropriate in order that the Company may validly
and legally issue fully paid and non-assessable shares of stock
upon the conversion of this Note from time to time outstanding,
and (c) will not consolidate with or merge into any other person
where the Company is not the continuing or surviving person, or
permit any other person to consolidate with or merge into the
Company where the Company is the continuing or surviving person
if, in connection with such consolidation or merger, the Common
Stock then issuable upon the conversion of this Note shall be
changed into or exchanged for stock or other securities or
property of any other person, unless, the continuing or surviving
entity after such consolidation or merger or the entity issuing or
distributing such stock or other securities or property, as the
case may be, shall expressly assume in writing and be bound by all
the terms of this Note.

      7.      Report as to Adjustments.  In case of any adjustment or
readjustment in the shares of Common Stock issuable upon the conversion
of this Note, the Company at its expense will promptly compute such
adjustment or readjustment in accordance with the terms of this Note
and will prepare a report, certified by the principal financial
officer of the Company setting forth such adjustment or readjustment
and showing, in detail, the facts upon which such adjustment or
readjustment is based, including a statement of (a) the number of
shares of Common Stock outstanding or deemed to be outstanding and
(b) the Pro Forma Dilution Price in effect as adjusted and readjusted
(if required by section 4) on account thereof.  The Company will
forthwith mail a copy of each such report to the holder of this Note,
and will, upon the written request at any time of the holder of this
Note, furnish to such holder a like report setting forth the Pro Forma
Dilution Price at the time in effect and showing how it was calculated.

      8.      Notices of Record Date, etc.  In the event of

         (a)  any taking by the Company of a record of the holders
of any class of securities for the purpose of determining the
holders thereof who are entitled to receive any dividend (other
than a regular cash dividend payable out of earned surplus at the
same rate as that applicable to the most recent such dividend,
notice of which has been given pursuant to this section 8) or
other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, or

         (b)  any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the
Company or any transfer of all or substantially all the assets of
the Company to any other person or any consolidation or merger
involving the Company and any other person, or

         (c)  any voluntary or involuntary dissolution, liquidation
or winding-up of the Company, the Company will mail to the holder of
this Note a notice specifying (i) the date or expected date on which
any such record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such
dividend, distribution or right, and (ii) the date or expected date
on which any such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding-up
is to take place and the time, if any such time is to be fixed, as of
which the holders of record of Common Stock shall be entitled to
exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution,
liquidation or winding-up.  Such notice shall be mailed at least
45 days prior to the date therein specified.

      9.      Reservation of Stock, etc.  The Company will at all
times reserve and keep available, solely for issuance and delivery
upon the conversion of this Note, all shares of Common Stock from
time to time issuable upon the conversion of this Note at the time
outstanding.  All shares of Common Stock issuable upon the conversion
of this Note shall be duly authorized, and when issued, validly issued,
fully paid and non-assessable with no liability on the part of the
holders thereof.

      10.     Substitution of Notes.

      10.1.   Exchange of Notes.  Subject to the restrictions
referenced at the top of the first page of this Note concerning,
inter alia, the sale, transfer, encumbrance or other disposition
of this Note, upon surrender for exchange of this Note, properly
endorsed, to the Company, the Company at its expense will issue
and deliver to or upon the order of the holder thereof a new Note
or Notes of like tenor, in the name of such holder or as such holder
(upon payment by such holder of any applicable transfer taxes) may
direct.

      10.2.   Replacement of Notes.  Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of any Note and, in the case of any
such loss, theft or destruction, upon delivery of an indemnity
bond (or, in the sole discretion of the Company, an indemnity
agreement satisfactory to the Company), reasonably satisfactory
in form and amount to the Company or, in the case of any such
mutilation, upon surrender and cancellation of such Note, the
Company at its expense will execute and deliver, in lieu thereof,
a new Note of like tenor.

      11.     Note Agent.  The Company may, by written notice to
the holder of this Note, appoint an agent for the purpose of
issuing Common Stock upon the conversion of this Note pursuant
to Section 2, exchanging and replacing this Note pursuant to
Section 10, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.

      12.     Subordination.

         (a)  The holder of this Note by the holder's acceptance
hereof, and each subsequent holder, by its acceptance of any
interest in this Note, agree that the indebtedness represented
hereby shall be subordinate in right of payment to the prior
payment in full of all obligations of the Company in respect of
indebtedness to banks or other lending institutions now existing
or hereafter incurred which may be designated as senior indebtedness
by the board of directors of the Company (hereinafter referred to as
"Senior Indebtedness").

         (b)  In Furtherance of Subordination.  No payments of
principal or interest may be made while any event of default exists
in respect of any Senior Indebtedness, and the holder hereof agrees
that any payments which would otherwise be made pursuant hereto shall
be applied to the Senior Indebtedness, and any such payments received
by the holder hereof shall be held in trust for the holders of the
Senior Indebtedness until all such events of default have been cured.

         (c)  Further Assurance.  The holder hereof agrees to take any
and all further action and to execute and deliver any further documents
that any holder or holders of Senior Indebtedness may reasonably request
in order to preserve and protect any right or interest granted or
intended to be granted hereby.

         (d)  Convertibility.  Nothing herein shall be deemed to
restrict the right of conversion of this Note as elsewhere provided
herein.

      13.     Default.

	Upon the occurrence and during the continuance of any of
the following conditions or events:

         (a)  if the Company shall fail or refuse to make any
payment of principal hereof or of interest hereon as and when the
same shall become due and payable, which default shall continue for
a period of 10 days or more after written notice to the Company by
the holder hereof; or

         (b)  it the Company shall default in the due observance or
performance of any of the covenants or conditions contained in this
Note which default shall continue for a period of 10 days or more
after written notice to the Company by the holder hereof; or

         (c)  if there shall occur an event which constitutes, or,
upon the sending of notice or the passage of time or both, would
constitute, a breach or default under the terms of any agreement
or instrument between the Company and any third party as a result
of which the Company is rendered liable for an amount in excess of
$10,000 which is not paid or otherwise satisfied within 90 days of
the final determination of such liability, or giving rights of
acceleration or similar rights (whether or not exercised) against
the Company or its property with respect to any Senior Indebtedness
exceeding $10,000 in principal amount; or

         (d)  if the Company shall be in default (after the
expiration of any applicable grace periods) in respect of any
Senior Indebtedness; or

         (e)  if the Company shall make a general assignment
for the benefit of its creditors, or shall admit in writing its
inability to pay its debts as they become due, or shall file a
voluntary petition in bankruptcy, or shall be adjudicated a
bankrupt or insolvent, or shall file any petition or answer
seeking for itself any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under
any present or future statute, law or regulation, or shall file
any answer admitting or not contesting the material allegations
of a petition filed against the Company in any such proceeding,
or shall seek or consent to or acquiesce in the appointment of
any trustee, receiver or liquidator of the Company or of all or
any substantial part of the properties of the Company; or

         (f)  if, within 60 days after the commencement of any
action against the Company seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar
relief under any present or future statute, law or regulation,
such action shall not have been dismissed or all orders or
proceedings thereunder affecting the operations or the business
of the Company stayed, or if the stay of any such order or proceeding
shall thereafter be set aside, or if, within 60 days after the a
ppointment without the consent or acquiescence of the Company of
any trustee, receiver or liquidator of the Company or of all or
any substantial part of the properties of the Company, such
appointment shall not have been vacated;

then, in each case, the holder of this Note may, by written
notice to the Company, declare this Note to be due and payable,
whereupon the principal of this Note and all interest thereon
accrued and unpaid to and including the date of such declaration,
shall forthwith mature and become due and payable without
presentment, demand, protest or other notice, all of which are
hereby waived; provided, however, that in the case of the
occurrence of an event described in paragraphs (e) or (f) of
this Section 13, the principal of this Note and all interest
thereon accrued and unpaid to and including the date of such
event shall automatically become immediately due and payable,
without presentment, demand, protest or any notice of any kind,
all of which are hereby waived.

      14.     This Note shall remain in full force and effect and
continue to be effective should any petition be filed by or against
the Company for liquidation or reorganization, should the Company
become insolvent or make an assignment for the benefit of creditors
or should a receiver or trustee be appointed for all or any
significant part of the Company's assets, and shall continue to be
effective or be reinstated, as the case may be, if at any time
payment and performance of the Company's obligations hereunder,
or any part thereof, is, pursuant to applicable law, rescinded
or reduced in amount, or must otherwise be restored or returned
by the holder hereof, whether as a "voidable preference,"
"fraudulent conveyance," or otherwise, all as though such
payment or performance had not been made.  In the event that
any payment, or any part thereof, is rescinded, reduced,
restored or returned, the Company's obligations hereunder shall
be reinstated and deemed reduced only by such amount paid and not
so rescinded, reduced, restored or returned.

      15.     Ownership of Note.  Until this Note is transferred
on the books of the Company, the Company may treat the person in
whose name this Note is issued as the absolute owner hereof for
all purposes, notwithstanding any notice to the contrary, except
that, if and when this Note is properly assigned in blank, the
Company may (but shall not be obligated to) treat the bearer
hereof as the absolute owner of this Note for all purposes,
notwithstanding any notice to the contrary.  This Note, if
properly assigned, may be converted by a new holder without
first having a new Note issued.

      16.     Notices, etc.  All notices and other communications
from the Company to the holder of this Note shall be mailed by
first class registered or certified mail, postage prepaid, or sent
via Federal Express or similar overnight courier service, at such
address as may have been furnished to the Company in writing by
such holder, or, until an address is so furnished, to and at the
address of the last holder of this Note who has so furnished an
address to the Company.

      17.      Miscellaneous.

         (a)  This Note shall in all respects be governed by the
laws of the State of New York applicable to contracts made and to
be performed entirely in such State.

         (b)  This Note may not be altered or amended, except by a
writing duly signed by the party against whom such alteration or
amendment is sought to be enforced.

         (c)  Any provision of this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or enforceability
without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability of such provision in any
jurisdiction shall not affect the validity or enforceability of
such provision in any other jurisdiction.

         (d)  Any waiver by the holder hereof of any right or
remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which such holder would otherwise have
had on any future occasion.  No failure to exercise nor any delay
in exercising on the part of the holder hereof, any right, power
or privilege hereunder, shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or future exercise thereof
or the exercise of any other right, power or privilege.  The rights
and remedies hereunder provided are cumulative and may be exercised
singly or concurrently, and are not exclusive of any rights and
remedies provided by law.

         (e)  This Note and all obligations of the Company
hereunder shall be binding upon the successors and assigns of the
Company, and shall, together with the rights and remedies of the
holder hereunder, inure to the benefit of the holder and its
successors and registered assigns.

         (f)  The Company hereby waives presentment for payment,
demand, notice of dishonor, notice of protest and protest and
diligence in taking any action to collect amounts due hereunder.


DATED:  March 15, 2002

				EMPIRE PETROLEUM CORPORATION


				By
				  Name:  /s/Thomas R. Bradley
				  Title: Acting President