SEVENTH AMENDMENT TO RENEWAL PROMISSORY NOTE

RECITALS

WHEREAS, the undersigned five corporate entities (each, a "Maker;” or collectively, “Makers”) are each co-makers of a certain Renewal Promissory Note (the “Note”) dated May 21, 2007, in the original stated amount of $5,579,847.00, in favor of Teton, Ltd., a Texas limited partnership (“Payee”);

WHEREAS, the Note was previously amended by Amendment to Renewal Promissory Note dated May 21, 2008 (the “First Amendment”); by Second Amendment to Renewal Promissory Note and Loan Modification Agreement dated March 3, 2009 (the “Second Amendment”); by Third Amendment to Renewal Promissory Note dated May 21, 2009 (the “Third Amendment”); by Fourth Amendment to Renewal Promissory Note dated May 20, 2009 (the “Fourth Amendment”); by Fifth Amendment to Renewal Promissory Note dated September 21, 2009 (the “Fifth  Amendment”); and by Sixth Amendment to Renewal Promissory Note dated October 21, 2009 (the “S ixth  Amendment”).

WHEREAS, the Note called for an interest payment to be made on February 21, 2010;

WHEREAS, Makers and Payee desire to amend the Note to eliminate the requirement for an interest payment to be made on February 21, 2010;

NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this Amendment, Makers and Payee hereby agree as follows:

AGREEMENT

1.           Amendment to Note to Eliminate Required Interest Payment.  The Note is hereby amended to (i) eliminate the requirement for an interest payment to be made on February 21, 2010, and (ii) instead provide that all accrued interest owed on the Note shall be due and payable on the final maturity date of the Note.  As a result of this amendment, no payment on the Note shall be required to be made on February 21, 2010.  The final maturity date of the Note is unchanged and remains May 21, 2010.

2.           Correction of Typographical Errors in Fifth Amendment.  Paragraph 1 of the Fifth Amendment set forth a “Date of Advance” for nine (9) separate advances of additional funds under the Note.   The last two advances described therein (i.e., $100,000.00 and $75,000.00) were  incorrectly stated in the Fifth Amendment to have been made on 4/29/09 and 5/20/09 when such advances were in fact made on 7/20/09 and 8/18/09.   These typographical errors are hereby corrected by this Seventh Amendment, and for purposes of clarification, a corrected list of the additional advances made under the Note is restated below:

 

 

Thus, in addition to an outstanding principal balance of $4,857,303.00 payable under the Note (accruing interest at eight percent (8%) per annum from January 4, 2008), $1,095,000.00 in additional funds has also been advanced under the Note and is accruing interest at eight percent (8%) per annum from the date on which each respective additional advance was made.  (Provided, however, that for the $10,000.00 advances made on 8/28/07 and 8/30/07, interest begins to accrue on March 3, 2009).

3.           This Amendment is not an agreement to any further or other amendment of the Note.

4.           Makers expressly acknowledge and agree that except as expressly amended in this Amendment, the Note remains in full force and effect and is ratified and confirmed.  This Amendment shall neither extinguish nor constitute a novation of the Note or indebtedness evidenced thereby.

5.           The parties covenant and agree as follows:

(1)       The rights and obligations of the parties shall be determined solely from the written “Loan Agreement” (as such term is defined in Section 26.02(a)(2) of the Texas Business and Commerce Code) executed and delivered in connection with the Loan, and any oral agreements between or among the parties are superseded by and merged into the Loan Agreement.

(2)       The Loan Agreement has not been and may not be varied by any oral agreements or discussions that have or may occur before, contemporaneously with, or subsequent thereto.

(3)       THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

Executed on February 15, 2010.

 

Makers:				Payee:
Pegasi Energy Resources Corporation,  a Nevada corporation f/n/a       Maple Mountain Explorations Inc.				Teton, Ltd., a Texas limited partnership By: Notet Corp., a Texas corporation, its general partner
By:	/s/			By:	/s/
	Richard Lindermanis, Senior Vice President and CFO				W.L. Sudderth, Secretary