EXHIBIT 10.21

                                 PROMISSORY NOTE

$1,128,522.63                                                December  31,  2002

     After  date,  without  grace,  for  value received, HOUSTON AMERICAN ENERGY
CORP.,  a Delaware corporation having its principal office and place of business
in  Harris  County,  Texas  (the "Maker") hereby promises to pay to the order of
JOHN  F.  TERWILLIGER,  an  individual  having his principal office and place of
business in Harris County, Texas (the "Payee"), the original principal amount of
ONE  MILLION  ONE  HUNDRED  TWENTY-EIGHT  THOUSAND  FIVE  HUNDRED  TWENTY-TWO  &
sixty-three  cents, together with interest, as hereinafter described.  This Note
is  payable in lawful money of the United States of America at 801 Travis, Suite
2020, Houston, Harris County, Texas  77002, or such other place as the Payee may
designate  in  writing  to  the  Maker.

     This  note  may  be  assigned  by Payee at any time without prior notice to
Maker.

     This  Note  shall  be  due  and  payable on demand as to both principal and
interest.  Interest at a rate of ten percent (10%) per annum shall accrue on the
unpaid  principal  balance  of this Note.  If this Note is not paid at maturity,
however  maturity  may  be  brought about, all principal due on the date of such
maturity  shall  bear  interest  from  the  date of such maturity at the maximum
contract  rate of interest which the Payee may charge the Maker under applicable
law.  Interest  on  this  Note  shall  be computed for the actual number of days
elapsed  and  on  the  basis  of  a  year  consisting  of  360  days.

     If,  for  any  reason whatever, the interest paid on this Note shall exceed
the  maximum non-usurious amount permitted by law, the Payee shall refund to the
Maker  such  portion  of said interest as may be necessary to cause the interest
paid on this Note to equal the maximum non-usurious amount permitted by law, and
no  more.  All  sums  paid  or  agreed  to  be  paid  to  the Payee for the use,
forbearance  or  detention  of  the  indebtedness  evidenced hereby shall to the
extent  permitted by applicable law be amortized, prorated, allocated and spread
throughout  the  full  term  of  this  Note  until  payment  in  full.

     The  Maker shall be entitled to prepay this Note in whole or in part at any
time  without  the  payment  of  a  prepayment  premium.

     In the event of default in the payment of this Note or under any instrument
executed  in  connection  with this Note, the Maker agrees to  pay on demand all
costs  incurred  by  the Payee (i) in the collection of any sums, including, but
not  limited  to,  principal,  interest,  expenses,  and  reimbursements due and
payable  on  this  Note,  and  (ii)  in  the  enforcement of the other terms and
provisions  of this Note, whether such collection or enforcement be accomplished
by  suit  or  otherwise,  including  the  Payee's  reasonable  attorney's  fees.

     Except  as otherwise provided for herein, each maker, surety, guarantor and
endorser  of  this Note expressly waives all notices, including, but not limited
to, all demands for payment, presentations for payment, notice of opportunity to
cure  default, notice of intention to accelerate the maturity, notice of protest
and  notice  of  acceleration  of  the maturity, notice of protest and notice of
acceleration  of  the  maturity of this Note, and consents that this Note may be
renewed  and  the  time of payment extended without notice and without releasing
any  of  the  parties.

     Any  check,  draft, money order or other instrument given in payment of all
or  any  portion  of  this Note may be accepted by the Payee or any other holder
hereof and handled in collection in the customary manner, but the same shall not
constitute  payment  hereunder  or diminish any rights of the Payee or any other
holder hereof, except to the extent that actual cash proceeds of such instrument
are unconditionally received by the Payee or any other holder hereof and applied
to  the  indebtedness  as  herein  provided.

     This Note shall be governed by and construed in accordance with the laws of
the  State  of  Texas  and  applicable  federal  law.


                                   HOUSTON  AMERICAN  ENERGY  CORP.



                                   By   /s/  John  F.  Terwilliger
                                      ----------------------------
                                       John  F.  Terwilliger,  President