Promissory Note, Dated 08/10/99

PROMISSORY NOTE
$505,488,085


Alexandria, Virginia
August 10, 1999


FOR VALUE RECEIVED, in the manner and in the amounts hereinafter provided for, the undersigned, Eastern States Oil & Gas, Inc. a Virginia corporation ("Borrower") promises to pay to the order of Statoil Energy Holdings, Inc., a Delaware corporation, its heirs and assigns ("Noteholder"), the principal sum of Five Hundred Five Million Four Hundred Eighty Eight Thousand Eighty Five Dollars ($505,488,085) or the actual principal amount due from the undersigned (the "Principal Indebtedness"), at the time of payment provided for hereinafter, and to pay interest on the unpaid Principal Indebtedness at the times and at the rate per annum established in accordance with all the terms and provisions of this Note until all the indebtedness evidenced by this Note has been fully satisfied. Payment of principal and interest shall be made at the place which the Noteholder from time to time shall direct in writing.


1. This Note shall bear interest at the annual rate of eight percent (8%) payable semi-annually on January 1 and July 1 each year during the term of this note.


2. Unless otherwise extended, the Borrower agrees to pay to the Noteholder all outstanding principal and interest, not previously paid, on December 31, 2001.


3. THIS IS A BALLOON NOTE. Notwithstanding the principal amount of this Note as stated on the face hereof, the actual principal amount due from the undersigned to Statoil Energy Holdings, Inc., on account of this Note, as of any date of computation shall be the sum of all advances made to the Borrower less all payments of principal actually received by Statoil Energy Holdings, Inc. in collected funds during the same period, but in any event shall not exceed the face amount of this Note plus accrued and unpaid interest.


4. The Borrower reserves the right at any time to prepay, in whole or in part, the Principal Indebtedness set forth above without premium or penalty. Any such prepayment shall be applied first to interest accrued through the date of prepayment, and then to the Principal Indebtedness.


5. Interest shall be calculated on the basis of a year of three hundred sixty (360) days, and for the actual number of days elapsed, and shall, fr ...