SECURED PROMISSORY NOTE
$4,500,000 February 26, 2004
FOR VALUE RECEIVED, Knox Gas, LLC, a Delaware limited liability company with a principal place of
business at 111 Presidential Blvd., Suite 158A, Bala Cynwyd, PA 19004 (the "Borrower"), hereby promises to
pay to Continental Southern Resources, Inc., a Nevada corporation with a principal place of business at 1001
Fannin Street, Suite 1700, Houston, Texas 77010 (the "Lender"), the principal sum of Four Million Five Hundred
Thousand Dollars (US $4,500,000), together with interest on the unpaid principal balance from time to time
outstanding, from the date hereof until maturity at a fixed rate per annum equal to four percent (4%) (the "Stated
Rate"). Interest on this Note shall be calculated at an annual rate based on the actual number of days elapsed in
an actual calendar year (365 days or 366 days in a leap year, as may be applicable).
Principal and interest under this Note shall be due and payable as follows:
$500,000 plus accrued and unpaid interest shall be paid on or before March 27, 2004; $1,000,000 plus accrued
and unpaid interest shall be paid on or before April 27, 2004; $1,000,000 plus accrued and unpaid interest shall
be paid on or before June 27, 2004; and $2,000,000 plus accrued and unpaid interest shall be paid on or before
August 27, 2004.
All past due principal of, and interest on, this Note shall accrue interest from the date due until the date it is paid
at the lower of (i) 4% plus the Stated Rate per annum and (ii) the maximum rate allowed by law.
The Borrower shall have the right, from time to time, without premium or penalty, to prepay the indebtedness
evidenced by this Note, in full or in part.
The obligation of the Borrower for payment of principal, interest and all other sums hereunder is secured by that
certain Interest Pledge Agreement, dated as of even date herewith, between the Borrower and the Lender (the
All payments (including prepayments) to be made by the Borrower h