Exhibit 10.2

                                PROMISSORY NOTE
                                 (THIS "NOTE")
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$75,000,000.00                  Houston, Texas                 November 19, 2010

     FOR  VALUE  RECEIVED  and  WITHOUT  GRACE  (except  to  the extent, if any,
provided  in  the  Credit  Agreement  referred  to hereinafter), the undersigned
("Maker")  promises  to  pay  to  the  order  of AMEGY BANK NATIONAL ASSOCIATION
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("Payee"),  at  the  Principal  Office  (as  such  term is defined in the Credit
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Agreement  referred  to  hereinafter) ofAmegy Bank National Association, SEVENTY
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FIVE  MILLION  AND  NO/100 DOLLARS ($75,000,000.00) or so much thereof as may be
advanced  against  this Note and remains unpaid pursuant to the Credit Agreement
dated  effective  November  19,  2010  by and among Maker, the lenders signatory
thereto  or  bound  thereby  from  time  to time, including, without limitation,
Payee,  and Amegy Bank National Association, in its capacities as administrative
agent, issuing bank for letters of credit issued thereunder and collateral agent
for  such  lenders  and,  under certain circumstances, certain other parties (as
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amended,  supplemented,  restated  or  otherwise modified from time to time, the
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"Credit  Agreement"),  together  with  interest  at  the rates and calculated as
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provided  in  the  Credit  Agreement.

Reference  is  hereby made to the Credit Agreement for matters governed thereby,
including,  without  limitation,  certain  events  which will entitle the holder
hereof  to  accelerate  the  maturity of all amounts due hereunder.  Capitalized
terms  used  but  not  defined  in  this Note shall have the respective meanings
assigned  to  such  terms  in  the  Credit  Agreement.

This  Note  is issued pursuant to, is a "Note" under, and is payable as provided
in  the  Credit  Agreement.  Subject to compliance with applicable provisions of
the  Credit  Agreement, Maker may at any time pay the full amount or any part of
this Note without the payment of any premium or fee, but such payment shall not,
until  this  Note  is fully paid and satisfied, excuse the payment as it becomes
due  of  any  payment  on  this  Note  provided  for  in  the  Credit Agreement.
Without  being  limited thereto or thereby, this Note is secured by the Security
Documents.

THIS  NOTE  SHALL  BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS,
WITHOUT  GIVING  EFFECT  TO  PRINCIPLES  THEREOF  RELATING  TO CONFLICTS OF LAW.

                                   CEP-M PURCHASE, LLC

                                   By:  Current Energy Partners Corporation,
                                        its Manager


                                        By:  \s\ Brent M. Cook
                                             Brent M. Cook
                                             Chief Executive Officer