PROMISSORY NOTE

THIS REPLACEMENT PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS REPLACEMENT (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE ISSUER THAT THIS REPLACEMENT PROMISSORY NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

REPLACEMENT PROMISSORY NOTE

Fidelis Energy, Inc., a Nevada corporation (the “Issuer”), promises to pay to Chunuk Financial Corp. (the “Lender”), a principal amount equal to Two Million Fifty Thousand Dollars (US $2,050,000) (the “Principal”), plus interest (“Interest”) at the annual rate of 6% (the “Interest Rate”) on the amount of Principal from time to time remaining unpaid under this Replacement Promissory Note (this “Note”).

(a) Principal payments can be made at the election of the Issuer but will not exceed 10% of the outstanding principal per month sourced from the Issuers monthly production revenue. In addition, there will be no restriction on principal payments sourced from the proceeds of a future credit line debt financing by the Issuer. Otherwise, the entire unpaid Principal and any accumulated unpaid Interest thereon shall be due and payable on the second anniversary of the date of issuance hereof (the “Maturity Date”).

(b) Interest shall be at the annual rate of 6% per annum on the outstanding principal amount of this Note, calculated on the basis of the actual number of days elapsed divided by three hundred sixty-five (365). Interest shall be payable, in arrears, on the 10 ^th business day of each month or accumulated and payable at the Maturity Date, at the election of the Issuer.

(c) Notwithstanding the foregoing, the Interest Rate shall not at any time exceed the maximum rate of interest permitted by applicable law in effect from time-to-time. In the event that the Interest Rate exceeds the maximum percentage permitted by applicable law in any interest period during the initial term or any extension of this Note, only the maximum percentage permissible shall then be charged but thereafter in any interest period or periods during which the rate is less than the maximum percentage permissible by applicable law in effect from time-to-time, the Interest Rate shall be increased so that the Lender, its successors or assigns, may collect interest in such amount as may have been charged pursuant to the terms of this Note, but which was not charged because of the limitation imposed by law.

(d) If the calculation of interest or the imposition of a charge in the rate of interest upon default or the payment of any fees or other charges which are construed to be interest under applicable law in effect from time-to-time, result in an effective rate of interest higher than that

permitted to be paid, then such charges shall be reduced by a sum sufficient to result in an effective rate of interest permitted to be paid under applicable law.

(e) Upon the Maturity Date of this Note, whether by acceleration or in due course, Interest shall be recalculated over the actual life of the loan based upon the amounts outstanding, and if the total amount of Interest theretofore paid exceeds the amount permitted to be paid, the excess shall be credited to Principal, or if such excess exceeds the Principal amount due hereunder, refunded to the Issuer.

(f) All payments made hereunder s