PROMISSORY NOTE

FOR VALUE RECEIVED, Sunrise Energy Resources, Inc., a Delaware corporation, and all of its subsidiaries (the " Company ") (OTC BB: SEYR) hereby promises to pay to the order of DUTCHESS PRIVATE EQUITIES FUND, LTD., a Cayman Island exempted company  (the " Holder "), by the Maturity Date, or earlier, the Face Amount of Two Million Five Hundred and Fifty-three Thousand One Hundred Twenty-five Dollars ($2,553,125) plus accrued interest U.S., (this " Note ") in such amounts, at such times and on such terms and conditions as are specified herein. The Company and the Holder are sometimes hereinafter collectively referred to as the " Parties " and each a " Party " to this Agreement.

Payment due on April 26, 2007 will be in the amount of twenty thousand dollars ($20,000);

Payment due on May 26, 2007 will be in the amount of twenty thousand dollars ($20,000);

Payment due on June 26, 2007 will be in the amount of twenty thousand dollars ($20,000);

Any outstanding balance on the Note upon Maturity shall be due and payable immediately to the Holder at such time.

Payments made during a month that exceed the Payment Amount due shall NOT be applied to any future Payments due to the Holder by the Company; provided, however, that such Payments will reduce the unpaid Face Amount of the Note accordingly.

Section 1.2      If before Maturity the Company raises any funds in excess of $1 million (one million US dollars) from a third-party, whether involving the issuance of debt or equity, including any equity line agreements with the Holder or a third party (a " Financing "), then the Company shall pay to the Holder one hundred percent (100%) of the net proceeds therefrom in excess of the first $1 million as prepayment of the Face Amount of this Note, Interest and penalties, if any, then due. A Financing will also include the sale by the Company of any of its assets which are deemed to be material to the Company (excluding assets sold in the normal course of business). All prepayments described in this Section 1.2 shall be made to the Holder within three (3) business days of the Company's receipt of proceeds from the Financing. Failure to comply with this Section 1.2 shall constitute an Event of Default (as described in Article 4 hereof). The Holder may, but is not required to, waive all or part of this Section 1.2 upon request from the Company, and any such waiver shall not be unreasonably withheld.

Section 1.3      The Company shall pay seven percent (7%) annual coupon on the unpaid Face Amount of this Note, commencing on the Issuance Date (the " Interest "). The Interest shall compound daily, pro rata for partial periods.

Section 1.4      Notwithstanding any provision to the contrary in this Note, within the first six (6) months, the Company may pay in full to the Holder ninety-seven and one-half percent (97.5%) of the balance due on the Face Amount, in readily available funds at any time and from time to time without penalty. In the event of repayment of the ninety-seven and one-half percent (97.5%) of the balance due on the Face Amount within six (6) months the Company shall be deemed to have fully repaid the Note and shall become free and clear of any and all obligations to the Holder.

Section 2.1      The Company does hereby agree to issue to the Holder for use as Collateral forty (40) signed Put Notices consistent with the conditions set forth in Article 12. In the event, the Holder uses the Collateral in full, the Company shall immediately deliver to the Holder additional Put Notices to the extent of the outstanding Face Amount as requested by the Holder.

Section 2.2      Upon the completion of the Company's obligation to the Holder of the Face Amount of this Note, the Company will not be under any further obligation to complete additional Puts. All remaining Put sheets shall be marked "VOID" by the Holder and returned to the Company at the Company's request.

Section 3.1      In the event that the Company has not repaid the Face Amount by the Maturity Date (the " Residual Amount "), then as liquidated damages (the " Liquidated Damages "), the Face Amount shall be increased by ten percent (10.0%) as an initial penalty and an additional two and one-half percent (2.5%) per month (pro rata for partial periods), compounded daily, for each month until the Face Amount is paid in full. Further, if a Residual Amount remains at Maturity, it shall constitute an Event of Default hereunder. The Parties acknowledge that the Liquidated Damages are not interest under this Note and shall not constitute a penalty.

Section 4.1       Events of Default. An " Event of Default " occurs if any one of the following occur:

(a)      The Company does not make a Payment within three (3) business days of a Payment Date, or a Residual Amount on the Note exists on the Maturity Date;

(b)      The Company, pursuant to or within the meaning of any Bankruptcy Law (as defined below): (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Custodian (as defined below) of the Company or for its property; (iv) makes an assignment for the benefit of its creditors; or (v) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company in an involuntary case; (B) appoints a Custodian of the Company or for its property; or (C) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for sixty (60) calendar days;

(c)      The Company's $0.001 par value common stock (the "Common Stock") is suspended or is no longer listed on any recognized exchange, including an electronic over-the-counter bulletin board, in excess of two (2) consecutive trading days (excluding suspensions of not more than one (1) trading day resulting from business announcements by the Company);

(d)      The registration statement for the shares underlying the current Equity Line of Credit is not effective for any reason;

(e)       The Company breaches a material term of this Agreement or any of the Company's representation or warranties hereunder were false when made;

(f)        The Company fails to carry out Puts, including any paperwork needed, in a timely manner;

(g)       An event of default occurs under any agreement given as security for the obligations and liabilities under this Note, including, without limitation the Security Agreement of even date herewith among the Company, TOV Energy-Servicing Company   Esko Pivnich ("Esko"); and Pari, Ltd. (" Pari "), and the Holder (the " Security Agreement ").

(h)      The occurrence of any event which is described elsewhere in this Note as constituting an Event of Default hereunder.

As used in this Section 4.1 , the term " Bankruptcy Law " means Title 11 of the United States Code or any similar federal or state law for the relief of debtors, and the term " Custodian " means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

 Section 4.2       Remedies. Upon the occurrence of each and every Event of Default, the Holder may seek any or all of the following remedies to the extent of the Residual Amount:

(a)      The Holder may elect to execute the Puts in an amount that will repay the Holder and fully enforce the Holder's rights under the Security Agreement as well as the Secured Continuing Unconditional Guaranty of even date herewith among Pari, Esko and the Holder (the " Guaranty ")

(b)      The Holder may increase the Face Amount of the Note by ten percent (10.0%) as an initial penalty and an additional two and one-half percent (2.5%) per month (pro rata for partial periods), compounded daily, until such Event of Default is cured (if capable of being cured) or this Note, together with all interest thereon, is repaid in full (i.e., exercise the Liquidated Damages option). The Parties acknowledge that the Liquidated Damages are not interest under this Note and shall not constitute a penalty.

(c)      The Holder may elect to stop any further funding to the Company excluding the Equity Line of Credit.

(d)      As more fully described herein, the Holder may also do either (i) or (ii) below, but not both; provided, however, that the Holder may only utilize (i) below in the event of default pursuant to Section 4.1 and such default is not cured by the Company within thirty five (35) days:

(i)      Switch the Residual Amount to a three-year (" Convertible Maturity Date "), eighteen percent (18%) interest bearing convertible debenture at a floating rate discount of twenty-five percent (25%) to the prevailing market price during conversion, and with such other terms described hereinafter (the " Convertible Debenture "). The Convertible Debenture shall be considered closed (" Convertible Closing Date ") as of the date of the Event of Default.

(ii)     The Holder may increase the Payment Amount described under Article 1 hereof to fulfill the repayment of the Residual Amount, by using the Collateral Put Notices. The Company shall provide full cooperation to the Holder in directing funds owed to the Holder on any Put made by the Company to the Investor. The Company agrees to diligently carry out the terms outlined in the Equity Line for delivery of any such shares. In the event the Company is not diligently fulfilling its obligation to direct funds owed to the Holder from Puts to the Holder, as reasonably determined by the Holder, the Holder may, after giving the Company five (5) business days advance notice to cure same, elect to increase the Face Amount of the Note by two and one-half percent (2.5%) per day, compounded daily, in addition to and on top of any additional remedies available to the Holder under this Note.

(a)      In the event that a Convertible Debenture is issued by the Company pursuant to Section 4.2(d)(i), the Holder shall have the right to convert the Convertible Debenture into shares of Common Stock at any time following the Convertible Closing Date and before the close of business on the Convertible Maturity Date. The number of shares of Common Stock issuable upon the conversion of the Convertible Debenture shall be determined pursuant to Section 4.4 hereof, but the number of shares issuable shall be rounded up to the nearest whole share.

(b)      In the event all or any portion of the Convertible Debenture remains outstanding on the Convertible Maturity Date (the " Debenture Residual Amount "), the unconverted portion of such Convertible Debenture will automatically be converted into shares of Common Stock on such date in the manner set forth in Section 4.4 hereof.

(a)      The Holder may elect to convert the Residual Amount in whole or in part any time and from time to time following the Convertible Closing Date. Such conversion shall be effectuated by providing the Company, or its attorney, with that portion of the Convertible Debenture to be converted together with a facsimile or electronic mail of the signed notice of conversion (the " Notice of Conversion "). The date on which the Notice of Conversion is effective (" Conversion Date ") shall be deemed to be the date on which the Holder has delivered to the Company a facsimile or electronically mailed the Notice of Conversion (receipt being via a confirmation of the time such facsimile or electronic mail to the Company as provided by the Holder). The Holder can elect to either reissue the Convertible Debenture, or continually convert the remaining Residual Amount under the Debenture.

(b)      C ommon Stock to be Issued.   Upon the conversion of the Convertible Debenture by the Holder, the Company shall instruct its transfer agent to issue stock certificates without restrictive legends or stop transfer instructions, if, at that time, a registration statement covering the underlying shares of Common Stock has been declared effective (or with proper restrictive legends if the registration statement has not as yet been declared effective), in specified denominations representing the number of shares of Common Stock issuable upon such conversion. In the event that the Convertible Debenture is deemed saleable under Rule 144 of the Securities Act, the Company shall, upon a Notice of Conversion, instruct the transfer agent to issue free trading certificates without restrictive legends, subject to other applicable securities laws. The Company is responsible to for all costs associated with the issuance of the shares, including but not limited to the opinion letter, overnight delivery of the certificates and any other costs that arise. The Company shall act as registrar of the Shares of Common Stock to be issued and shall maintain an appropriate ledger containing the necessary information with respect to each Convertible Debenture. The Company warrants that no instructions have been given or will be given to the transfer agent which limit, or otherwise prevent resale and that the Common Stock shall otherwise be freely resold, except as may be set forth herein or subject to applicable law.

(c)       Conversion Rate. The Holder is entitled to convert   the Convertible Debenture Residual Amount, plus accrued interest and penalties, anytime following the Convertible Closing Date, at the lesser of either (i) seventy-five percent (75%) of the lowest closing bid price during the fifteen (15) trading days immediately preceding the Notice of Conversion or (ii) 100% of the lowest bid price for the twenty (20) trading days immediately preceding the Convertible Closing Date (" Fixed Conversion Price "). No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded up to the nearest whole share.

(d)      Nothing contained in the Convertible Debenture shall be deemed to establish or require the Company to pay interest to the Holder at a rate in excess of the maximum rate permitted by applicable law. In the event that the rate of interest required to be paid exceeds the maximum rate permitted by governing law, the rate of interest required to be paid thereunder shall be automatically reduced to the maximum rate permitted under the governing law and such excess shall be returned with reasonable promptness by the Holder to the Company. In the event this Section 4.4(d) applies, the Parties agree that the terms of this Note shall remain in full force and effect except as is necessary to make the interest rate comply with applicable law.

(e)      The Holder shall be treated as a shareholder of record on the date the Company is required to issue the Common Stock to the Holder. If prior to the issuance of stock certificates, the Holder designates another person as the entity in the name of which the stock certificates requesting the Convertible Debenture are to be issued, the Holder shall provide to the Company evidence that either no tax shall be due and payable as a result of such transfer or that the applicable tax has been paid by the Holder or such person. If the Holder converts any part of the Convertible Debentures, or will be, the Company shall issue to the Holder a new Convertible Debenture equal to the unconverted amount, immediately upon request by the Holder.

(f)       Within four (4) business days after receipt of the documentation referred to in this Section, the Company shall deliver a certificate for the number of shares of Common Stock issuable upon the conversion. In the event the Company does not make delivery of the Common Stock as instructed by Holder within four (4) business days after the Conversion Date, the Company shall pay to the Holder an additional one percent (1.0%) per day in cash of the full dollar value of the Debenture Residual Amount then remaining after conversion, compounded daily; provided, however, that the Company shall not be liable for any amounts under this Section 4.4(f) in the event that the delay in the issuance of the Common Stock is as a result of actions by the Holder or outside of the control of the Company. The Company shall use reasonably commercial efforts to ensure that its transfer agent, Computer Share, timely complies with any instructions to issue shares as may be required.

(g)      The Company shall at all times reserve (or make alternative written arrangements for reservation or contribution of shares) and have available all Common Stock necessary to meet conversion of the Convertible Debentures by the Holder of the entire amount of Convertible Debentures then outstanding. If, at any time, the Holder submits a Notice of Conversion and the Company does not have sufficient authorized but unissued shares of Common Stock (or alternative shares of Common Stock as may be contributed by stockholders of the Company) available to effect, in full, a conversion of the Convertible Debentures (a " Conversion Default ," the date of such default being referred to herein as the " Conversion Default Date "), the Company shall issue to the Holder all of the shares of Common Stock which are available. Any Convertible Debentures, or any portion thereof, which cannot be converted due to the Company's lack of sufficient authorized common stock (the " Unconverted Debentures "), may be deemed null and void upon written notice sent by the Holder to the Company. The Company shall provide notice of such Conversion Default (" Notice of Conversion Default ") to the Holder, by facsimile, within one (1) business days of such default.

(h)      The Company agrees to pay the Holder payments for a Conversion Default (" Conversion Default Payments ") in the amount of (N/365) multiplied by 0.24, the product of which is then multiplied by the initial issuance price of the outstanding or tendered but not converted Convertible Debentures held by the Holder, where N equals the number of days from the Conversion Default Date to the date (the " Authorization Date ") that the Company authorizes a sufficient number of shares of Common Stock to effect conversion of all remai