Promissory Note and Security Agreement between Texhoma Energy, Inc. and Polaris Holdings, Inc.

Summary

Texhoma Energy, Inc. has borrowed $250,000 from Polaris Holdings, Inc., with Polaris paying the funds directly to ORX Resources, Inc. on Texhoma's behalf for a drilling project. Texhoma must repay the loan by August 10, 2006, with a partial payment due by June 15, 2006, and 12% annual interest. Repayment will be made from stock sale proceeds and production income. Polaris also has an option to acquire a 3% working interest in the project. If Texhoma defaults, all cash flow from the Texaurus Partnership will go to Polaris until the loan is repaid.

EX-10.1 2 ex10-1.txt PROMISSORY NOTE AND SECURTIY AGREEMENT WITH POLARIS Exhibit 10.1 Texhoma Energy, Inc. -------------------- 2200 Post Oak Blvd Ste 340, Houston, Texas 77056 Phone: 713 ###-###-#### Fax: 713 ###-###-#### PROMMISORY NOTE --------------- AND --- SECURITY AGREEMENT ------------------ Between POLARIS HOLDINGS, INC. Suite 120, 2411 Fountainview Drive Houston, TX 77057 and TEXHOMA ENERGY, INC. Suite 320, 5000 Post Oak Blvd. Houston, Texas 77056 Texhoma Energy, Inc (Texhoma) has requested a loan of US$ 250,000 (TWO HUNDRED AND FIFTY THOUSAND UNITED STATES DOLLARS) (the "Loan-funds") from Polaris Holdings, Inc. (Polaris). Texhoma has an 11% Working Interest in the Clovelly prospect and has been cash-called by ORX Resources, Inc (ORX), the operator of the property, for the drilling of the Allain-LeBreton No, 2 Well. Polaris has agreed to deposit the Loan-funds directly with ORX as a payment towards the cash call on behalf of Texhoma. Banking details have been provided to Polaris. This letter is both a Corporate Guarantee from Texhoma that it will fully repay the Loan-funds on or before August 10, 2006 with $100,000 partial payment by June 15, 2006. The loan is carried at an interest of 12% P.A . Texhoma will further commit following payments to Polaris until the loan is repaid in full: - 2/3 of net receipts from stock sales - less portion paid to Jostein Hauge - 1/3 of Texhoma's share of production income (both Kilrush and Little White Lake properties) For the provision of the Loan-funds Polaris is granted the Option to participation in the Clovelly Prospect for a 3% Working Interest, i.e. Polaris can elect to participate in the project after reviewing the electric logs of the Allain-LeBreton No. 2 Well at the target depth but before completion of the well. If Polaris elects to participate, Texhoma will surrender 3/11th of its 11% Working Interest in the Project and in return Polaris will reimburse Texhoma for the drilling cost incurred by Texhoma for the 3% Working Interest from the commencement of the drilling operations. The amount so determined will be deducted from the repayment of the Loan-funds. In the event that the Loan-funds are not repaid as per Agreement, Texhoma will assign 100% of its cash flow from the Texaurus Partnership to Polaris or its nominee until the loan is repaid in full. EXECUTED by the Parties this 8th day of June, 2006. TEXHOMA ENERGY, INC. /s/ Max Maxwell /s/ Frank Jacobs - -------------------------- -------------------------- Max Maxwell Frank A. Jacobs President & CEO Secretary - ------------------------- -------------------------- POLARIS HOLDINGS, INC. /s/ Ingolf Grinde /s/ Ingolf Grinde - ------------------------- -------------------------- Ingolf Grinde Director/Secretary President Ingolf Grinde - ------------------------- -------------------------- Print Name