$200,000.00 OKLAHOMA CITY, OKLAHOMA
APRIL 5, 2000
For value received, GMX Resources Inc. ("Maker") promises to pay to the order of Ken L. Kenworthy, Jr.
("Payee") the principal sum of Two hundred thousand and no/100 dollars ($200,000.00) on March 11, 2001.
Maker promises to pay interest on the unpaid principal balance outstanding hereunder from the date of this Note
at the same times as Payee is obligated to pay interest to First National Bank of Edmond ("Bank") under the
terms of that certain note number 1105400 payable by Payee to Bank, or any renewal or extension thereof
("Bank Note") at the same rate as Maker is obligated to pay interest on its bank indebtedness to Bank One
Oklahoma N.A. ("Bank One Debt").
Payment of both principal and interest are to be made in lawful money of the United States of America. Any
amount not paid when due shall bear interest at the default rate prescribed for the Bank One Debt.
The Maker agrees that if and as often as this note is placed in the hands of an attorney for collection or to enforce
the holder's rights hereunder, Maker will pay to the holder hereof its reasonable attorneys fees, together with all
court costs and other expenses incurred by such holder.
Maker and all endorsers, sureties, guarantors and all other persons who may become liable for all or any part of
this obligation severally waive presentment for payment, protest and notice of nonpayment. Said parties consent
to an extension of time (whether one or more) of payment hereof, any renewal (whether one or more) hereof, and
any release of any party liable for payment of this obligation. Any such extension, renewal or release may be
made without notice to any such party and without discharging such party's liability hereunder.
The Maker and the Payee and each other holder of this Note covenant and agree that their respective rights and
obligations are subject to the terms of a Subordination Agreement between Maker, Payee and Bank One
Oklahoma, N.A. dated