8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 18, 2015

Hawker Energy, Inc.

(Exact name of registrant as specified in its charter)

Nevada	98-0511130
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

326 S. Pacific Coast Highway, Suite 102 Redondo Beach, CA	90277
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 316-3623

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As previously disclosed, on February 3, 2015, Hawker Energy, Inc. (“Hawker”, “we”, “us” or “our”) consummated the transactions contemplated by a Share Purchase Agreement (“Share Purchase Agreement”), dated January 12, 2015, between Hawker and Sefton Resources, Inc. (“Sefton”), whereby Hawker acquired from Sefton 100% of the issued and outstanding shares of capital stock of Sefton’s wholly-owned subsidiary, TEG Oil & Gas U.S.A., Inc. (“TEG”), resulting in TEG becoming a wholly-owned subsidiary of Hawker. Under the terms of the Share Purchase Agreement, the purchase price for the shares of TEG was $1.00 in cash plus the issuance of 3,000,000 shares of our common stock and a five-year warrant (“Warrant”) to purchase up to an additional 5,000,000 shares of our common stock for $0.25 per share.

TEG, together with Sefton and TEG MidContinent, Inc. (“TEGMC”), are “Borrowers” under an Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), dated October 1, 2008, entered into with Bank of the West (“BOTW”), under which BOTW extended credit to Borrowers (the “Loan”). The Credit Agreement has been amended on several occasions to provide that BOTW will forbear in exercising certain rights available to it under the Credit Agreement, in each case, subject to various terms and conditions. As of March 18, 2015, the aggregated amount owing by Borrowers to BOTW under the Credit Agreement  for principal, unpaid interest and unreimbursed legal fees was $4,008,083.99. As a result of consummation of the transactions contemplated by the Share Purchase Agreement, TEG is no longer affiliated with Sefton or TEGMC, and, accordingly, Sefton and TEGMC requested that BOTW release them from any further liability under the Loan as Borrowers. BOTW, Borrowers and Hawker subsequently discussed the terms on which BOTW would be willing to so release Sefton and TEGMC.

On March 18, 2015, Hawker Energy, Inc. (“Hawker”, “we”, “us” or “our”) entered into a Sixth Amendment to Forbearance Agreement (“Sixth Amendment”) among Sefton, TEG, TEGMC, Hawker and BOTW. Under the Sixth Amendment, BOTW has agreed to release Sefton and TEGMC from all of their respective obligations under the Credit Agreement (other than any surviving obligations in respect of indemnification) and to remove Sefton and TEGMC as Borrowers under the Credit Agreement, subject to (i) BOTW’s receipt of $400,000 in good funds by no later than March 23, 2015, to be applied against the amount outstanding under the Loan, (ii) delivery to BOTW of a Collateral Assignment of Note, executed by Sefton in favor of BOTW and acknowledged and agreed to by Hawker (“Collateral Assignment”), collaterally assigning to BOTW, to secure all obligations of Borrowers under the Credit Agreement, a Promissory Note, dated March 18, 2015 in the principal amount of $400,000, issued by Hawker in favor of Sefton (the “Hawker Note”), and (iii) delivery to BOTW of the original Hawker Note. The $400,000 in good funds was timely paid to BOTW and the Collateral Assignment and the Hawker Note have been delivered to BOTW. In addition, under the terms of the Sixth Amendment, Sefton has agreed to return to Hawker for cancellation (a)  the Warrant, and (b) 1,500,000 shares of our common stock. This Sixth Amendment also contains other representations, warranties and covenants of all parties that are customary for an agreement of this type.

Also on March 18, 2015, in connection with transactions contemplated by the Sixth Amendment, Hawker issued the Hawker Note. The Hawker Note bears simple interest at the rate of 6% per annum and is due on the earlier to occur of (i) March 18, 2018, or (ii) expiration of certain of BOTW’s covenants to forbear in exercising its rights under the Credit Agreement. Upon payment in full of the Loan obligations to BOTW, the Hawker Note will be returned to Hawker for cancellation. The Hawker Note also contains other terms and covenants that are customary for an agreement of this type.

The foregoing is qualified in its entirety by reference to the complete text of the (i) Sixth Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and (ii) Hawker Note, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K. Neither the Sixth Amendment nor the Hawker Note, including without limitation any representations and warranties contained in the Sixth Amendment and the Hawker Note, are intended as documents for investors or the public to obtain factual information about the current state of affairs of Hawker. Rather, investors and the public should look to other disclosures contained in our reports under the Securities Exchange Act of 1934, as amended.

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ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION (DFO) OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT

The issuance of the Hawker Note described under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit Number                     Description

10.1 Sixth Amendment to Forbearance Agreement, dated March 18, 2015, by and among Sefton Resources, Inc., TEG Oil & Gas U.S.A., Inc., TEG MidContinent, Inc., Hawker Energy, Inc. and Bank of the West.

10.2 Promissory Note, dated March 18, 2015, in the aggregate principal amount of $400,000, issued by Hawker Energy, Inc. in favor of Sefton Resources, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Hawker Energy, Inc.

Dated:	March 24, 2015
By:	/s/ Darren Katic
	Darren Katic
	Chief Executive Officer

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EX-10.1

Exhibit 10.1

SIXTH AMENDMENT TO FORBEARANCE AGREEMENT

THIS SIXTH AMENDMENT TO FORBEARANCE AGREEMENT (“Sixth Amendment”) is made and entered into as of the 18th day of March, 2015 (the “Effective Date”), by and between Sefton Resources, Inc., a British Virgin Islands corporation (“Sefton”), TEG Oil & Gas U.S.A., Inc., a Colorado corporation (“TEG”) and/or TEG MidContinent, Inc., a Colorado corporation (“TEGMC,” and together with Sefton and TEG, “Borrowers”), Hawker Energy, Inc., a Nevada corporation (“Hawker”), and Bank of the West, a California corporation (“BOTW”), with reference to the Forbearance Agreement dated April 30, 2014, as amended by the First Amendment to Forbearance Agreement (“First Amendment”) dated June 2, 2014, the Second Amendment to Forbearance Agreement (“Second Amendment”) dated June 30, 2014 , the Third Amendment to Forbearance Agreement (“Third Amendment”) dated October 31, 2014, the Fourth Amendment to Forbearance Agreement (“Fourth Amendment”) dated November 20, 2014, and the Fifth Amendment to Forbearance Agreement dated January 1, 2015 (collectively, the “Agreement”).

RECITALS:

A.          The Agreement relates to the Loan made by BOTW to Borrowers.

B.           Borrowers previously requested that BOTW extend the date on which the Forbearance Period ends from June 2, 2014 to December 29, 2014.

C.           BOTW agreed to Borrowers’ request, subject to the terms and conditions set forth in the First Amendment and the Second Amendment.

D.           The Second Amendment provides that Borrowers shall make monthly principal payments of $120,000.00 plus interest at the current default interest rate of 8.25% payable on the last business day of each month commencing on July 31, 2014 and continuing for the months of August, September, October and Novembers, 2014 until December 29, 2014, at which time all amounts due BOTW under the Loan Documents shall be due and payable.

E.           Borrowers subsequently advised BOTW that they did not have the funds necessary to make the monthly principal payment of $120,000 plus interest of $26,740.21 which was due October 31, 2014 for a total payment due of $146,740.21 (the “October Payment”) and requested that a significant portion of that October Payment be deferred.

F.           BOTW agreed to Borrowers’ request, subject to the terms and conditions set forth in the Third Amendment.

G.           The Third Amendment provides, in part, that on or before 2:00 p.m. Pacific Daylight Time on October 31, 2014 Borrowers shall pay to BOTW $50,000.00 which shall be applied against the October Payment due from Borrowers on October 31, 2014 in the BOTW’s sole and absolute discretion.  The Third Amendment further provides, in part, that on or before 2:00 p.m. Pacific Standard Time on November 20, 2014, Borrowers will pay BOTW the balance due for the October Payment (the “October Balance Payment”). The payment of $50,000 was timely received.

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H.           Borrowers subsequently advised BOTW that they did not have the funds necessary to make the October Balance Payment and requested that BOTW agree that Borrower defer the deadlines to make the October Balance Payment on November 20, 2014 and the payment of $120,000 plus accrued interest due on November 28, 2014 and such payments will be included in the Loan Payoff Payment scheduled to occur on or before December 1, 2014. BOTW agreed to this payment schedule in the Fourth Amendment.

I.           Borrowers subsequently advised BOTW that they did not have the funds necessary to make the payments due December 1, 2014 and/or the funds needed to pay the loan in full as required by the Fourth Amendment.

J.           Borrowers and Hawker, the parent of Tapia Holdings, LLC (“Tapia”) subsequently jointly advised BOTW that the decrease in the price of oil worldwide has interfered in Hawker’s ability to raise the funding necessary to enable them to complete the funding for the purchase of the assets of TEG, that TEG was without sufficient operating funds to stay in operation without immediate additional funding and Hawker was willing to lend certain additional funds to TEG to enable that company to maintain operations for the immediate near future.

K.          Borrowers and Hawker subsequently further advised BOTW that as a condition to providing additional funding, the outstanding loans from Tapia to TEG evidenced by a Secured Subordinated Note due December 29, 2014 in the original principal amount of $1,500,000 which is fully subordinated to the rights of BOTW pursuant to the Intercreditor Agreement will be assigned to Hawker along with 100% of the stock of TEG.

L.           The Fifth Amendment addressed I, J and K above.

M.          On January 1, 2015, Tapia, Hawker, TEG, Sefton and TEGMC entered into an Amended and Restated Subordination and Intercreditor Agreement (“Intercreditor Agreemnent”) which further confirmed that additional advances and any future advances made by Hawker to TEG along with any obligations owed by TEG to Tapia which were then being assigned by Tapia to Hawker would be fully subordinated to the rights of BOTW as provided in the Intercreditor Agreement.

N.          As of the Effective Date, the principal owing under the Loan and pursuant to the Fifth Amendment is Four Million Eight Thousand Eighty Three and 99/100 Dollars  ($4,008,083.99) (“New Principal”) together withunpaid interest as provided in the Fifth Amendment from March 1, 2015, and unreimbursed legal fees from January 1, 2015.

O.           Sefton and TEGMC have requested that BOTW release them from any further liability for the Obligations as Borrowers, and BOTW, Borrowers and Hawker have discussed the terms under which BOTW would be willing to so release Sefton and TEGMC.

P.           Hawker has received copies of the Agreement, including all amendments thereto identified in the opening paragraph of this Sixth Amendment.

Q.          BOTW has agreed to release Sefton and TEGMC as Borrowers subject to the terms and conditions set forth below.

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AGREEMENT:

NOW, THEREFORE, in consideration of the above premises, the covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.           Definitions.  Unless otherwise indicated, words and terms which are defined in the Agreement shall have the same meaning as used herein.

2.           Incorporation of Recitals. The Recitals of this Sixth Amendment are incorporated herein by this reference as though fully set forth herein.

3.           Release of Sefton and TEGMC as Borrowers.  Subject to and effective upon the timely satisfaction of all of the following:  (a) receipt by BOTW of $400,000 in good funds by no later than March 23, 2015, to be applied to against the Obligations in acordance with the Loan Documents , and (b) the execution and delivery to BOTW of a Collateral Assignment of Note, in form and substance acceptable to BOTW (the “Collateral Assignment”), executed by Sefton in favor of BOTW and acknowledged and agreed to by Hawker, collaterally assigning to BOTW, to secure all Obligations, that certain Promissory Note dated March 18, 2015 in the principal amount of $400,000 by Hawker in favor of Sefton (as amended or replaced from time to time, the “Hawker Note”), and (c) delivery to BOTW of the original Hawker Note, together with an allonge by Sefton endorsing the same in blank to BOTW (“Allonge”), BOTW hereby releases Sefton and TEGMC from any further liability for the Obligations, except for indemnification obligations that survive the termination thereof, and the term “Borrowers” shall hereafter not include Sefton or TEGMC.  Upon repayment in full and in cash of the Obligations to BOTW, Sefton and Hawker hereby agree that to the extent that BOTW has not foreclosed upon the Hawker Note, the original Hawker Note, together with any endorsements thereto delivered to BOTW, shall be returned to Hawker and the Collateral Assignment shall be terminated.

4.           Conditions to Effectiveness.  This Sixth Amendment shall not be effective unless and until all of the following conditions have been timely complied with to the satisfaction of BOTW:

  (a)           Receipt by BOTW of a fully-executed original of this Sixth Amendment;

  (b)           Receipt by BOTW of $400,000 in immediately available funds by no later than March 23, 2015, to be applied pursuant to the Loan Documents;

  (c)           Receipt by BOTW of a fully-executed original of the Collateral Assignment, the Hawker Note, the Allonge and all other Assigned Documents, as defined in the Collateral Assignment;

  (d)           Receipt by BOTW of $15,000 as an advance reimbursement for estimated legal fees incurred by it since January 1, 2015, in connection with the negotiation, preparation and delivery of the above; and

  (e)           Receipt by BOTW of written confirmation from Hawker that the additional conditions set forth in Section 5 below have been satisfied.

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5.           Additional Conditions to Effectiveness.  This Sixth Amendment shall not be effective unless and until Hawker has received the following:

  (a)           The original of the Warrant dated February 1, 2015 issued by Hawker to Sefton, endorsed by Sefton for cancellation; and

  (b)           An original stock certificate representing 1,500,000 shares of Hawker common stock issued by Hawker to Sefton, endorsed by Sefton for cancellation.

6.           Reaffirmation of Provisions in Agreement.  Borrowers and Hawker ratify and reaffirm that all representations, warranties and statements made in the Agreement and the Intercreditor Agreement remain true as of the Effective Date of this Sixth Amendment and are deemed reaffirmed as of the date of this Sixth Amendment.

7.           Reaffirmation of Releases.  Borrowers ratify and reaffirm all releases contained in the Agreement as of the date of this Sixth Amendment and such releases are deemed effective as of the Effective Date of this Sixth Amendment.  Hawker hereby joins in and reaffirms the releases in favor of BOTW which are set forth in paragraphs 1(e) and 1(f) of the Forbearance Agreement dated as of April 30, 2014, a copy of which it has received.

8.           Continued Validity of Agreement, Loan Documents and Intercreditor Agreement.  The Agreement, as modified hereby, the Loan Documents and the Intercreditor Agreement shall continue in full force and effect as previously constituted and are ratified and affirmed by the parties hereto.  Each reference in the Agreement or in any other agreement or document to the Agreement shall mean the Agreement as amended hereby, unless the context otherwise requires.  This Sixth Amendment, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and the original Forbearance Agreement shall be read as one document.  The parties herein all agree that the release of Sefton and TEGMC pursuant to the terms of this Sixth Amendment shall not in any way release, modify, amend or relieve any of the other Borrowers or Hawker of their respective obligations under the Agreement, the Loan Documents, or the Intercreditor Agreement and the first priority position of BOTW in the Collateral.

9.           Compliance with Loan Documents and Other Matters:  Borrowers and Hawker each represent and warrant to BOTW as follows:  (a) as of the Effective Date of this Sixth Amendment, each has complied, and is in compliance with, in all material respects, all of the terms, covenants and conditions of the Agreement, the Loan Documents and the Intercreditor Agreement (including all amendments and modifications of such documents), except for the existing defaults, (b) all financial and other information provided to BOTW by Borrowers and Hawker is true and correct, and (c) as of the Effective Date, there exists no other event of default under the Agreement, any of the Loan Documents or the Intercreditor Agreement that has not been disclosed to BOTW.

10.        Authorization.  Each party hereto represents to the other that the individual executing this Sixth Amendment on its behalf is the duly appointed signatory of such party and that such individual is authorized to execute this Sixth Amendment by or on behalf of such party and to take all action required by the terms of this Sixth Amendment.

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11.           Captions.  Section and Paragraph headings and numbers have been set forth herein for convenience only.

12.           No Novation.  This Sixth Amendment is not intended to be, and shall not be construed to create, a novation or accord and satisfaction, and, except as otherwise provided herein, the Agreement and the Loan Documents as previously amended shall remain in full force and effect.

13.           Severability.  Each provision of this Sixth Amendment shall be severable from every other provision of this Sixth Amendment for the purpose of determining the legal enforceability of any specific provision.

14.           Entire Agreement.  This Sixth Amendment and the documents referred to herein or contemplated hereby, constitute the entire agreement by and between Borrowers, Hawker and BOTW with respect to the Sixth Amendment and supersede all prior and contemporaneous negotiations, communications, discussions and agreements concerning such subject matter.

15.           Counterparts.  This Sixth Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement. This Sixth Amendment may be signed and transmitted by facsimile or electronic transmission with the same validity as if it were an ink-signed document.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment to the Agreement as of the date and year first above written.

BANK OF THE WEST
By:	/s/ Angeles Coro
	Angeles Coro
Its:  Vice President, Special Assets Department
SEFTON RESOURCES, INC.
By:	/s/ Daniel Levi
	Daniel Levi
Its:  Director
TEG OIL & GAS U.S.A., INC.
By:	/s/ Darren Katic
	Darren Katic
Its:  Corporate Secretary
TEG MIDCONTINENT, INC.
By:	/s/ Daniel Levi
	Daniel Levi
Its:  Corporate Secretary
HAWKER ENERGY, INC.
By:	/s/ Darren Katic
	Darren Katic
Its: President

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EX-10.2

Exhibit 10.2

$400,000  Redondo Beach, California March 18, 2015

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, Hawker Energy, Inc., a Nevada corporation (the “Company”), promises to pay to Sefton Resources, Inc., a British Virgin Islands corporation (“Holder”), at 2050 S. Oneida Street, Suite 102, Denver, Colorado 80224, or at such other location as is designated by Holder in writing hereunder, the sum of Four Hundred Thousand Dollars ($400,000), bearing simple interest on the unpaid principal balance of this Note, from the date of this Note until this Note is paid in full at a rate of six percent (6.00%) per annum. Accrued interest shall be computed based on the actual number of days elapsed. All payments shall be made in lawful money of the United States, without offset, deduction, or counterclaim of any kind.

1.             Payments. This Note shall be due and payable upon the earlier of (i) three years from the date of issuance or (ii) the date on which, pursuant to the terms of that certain Forbearance Agreement dated April 30, 2014 by and among Holder, TEG Oil & Gas U.S.A., Inc., and TEG MidContinent, Inc., as “Borrowers” thereunder, and Bank of the West, as “Lender” thereunder, as amended to the date hereof and from time to time hereafter, Bank of the West’s forbearance thereunder expires or is terminated. Interest shall accrue until maturity of this Note. All payments on account of indebtedness evidenced by this Note shall be made not later than 11:00 A.M. (California time) on the day when due in lawful money of the United States. Payments are to be made at such place as Holder or the legal holders of this Note may, from time to time, in writing specify, and in the absence of a specification, at the principal place of business of Holder as set forth in the first paragraph of this Note.

2.             Prepayment. The Company may, at any time, prepay the outstanding balance of principal and interest of this Note in whole or in part, without premium or penalty. Any prepayment shall be applied first, to accrued interest, then to principal.

3.             Events of Default. The occurrence of any one of the following shall constitute an Event of Default under this Note:

(a)           The failure of the Company to pay any part of the principal of, or interest in, this Note when due, and such failure continues for ten days after receipt by the Company of notice of that failure;

(b)           The Company (i) is generally unable to pay its debts as they become due, (ii) makes a general assignment for the benefit of its creditors, (iii) commences a voluntary case under the U.S. Bankruptcy Code (as now or hereafter in effect), (iv) files a petition seeking to take advantage of any other law providing for the relief of debtors, (v) fails to controvert in a timely or appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the U.S. Bankruptcy Code, (vi) admits in writing its inability to pay its debts generally as they become due, (vii) takes any action under the laws of its jurisdiction of organization analogous to any of the foregoing or (viii) takes any requisite action for the purpose of effecting any of the foregoing;

(c)           a proceeding or case is commenced, without the application or consent of the Company in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution, winding up, or composition or readjustment of its debts, or (ii) similar relief in respect of it, under any law providing for the relief of debtors, and the proceeding or case continues undismissed, or unstayed and in effect, for a period of 90 days against the Company; or action under the laws of the jurisdiction of organization of the Company analogous to any of the foregoing is taken with respect to the Company and continues undismissed, or unstayed and in effect, for a period of 90 days; or

(d)           all or substantially all of the assets of the Company are attached, seized, subject to a writ of distress warrant, or levied upon, or comes into the possession of any receiver, trustee, custodian or assignee for the benefit of creditors without being vacated, stayed, dismissed or set aside within 60 days after the occurrence thereof.

4.             Severability. The Company and Holder intend and believe that each provision in this Note comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, of this Note is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public policy, and if the court should declare that portion, provision or provisions to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of the Company and Holder that such portion, provision or provisions be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Note shall be construed as if the illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained herein, and that the rights, obligations and interest of the Company and Holder under the remainder of this Note shall continue in full force and effect.

5.             Maximum Interest. Notwithstanding any other provision of this Note or any other agreement between the Company and Holder, nothing herein shall require the Company to pay, or Holder to accept, interest in an amount which subjects Holder to any penalty or forfeiture under applicable law, and in no event shall the total of all charges payable hereunder (whether of interest or of such other charges which may or might be characterized as interest) exceed the maximum rate permitted to be charged under applicable law. If Holder receives any payment which is or would be in excess of that permitted to be charged under applicable law, the payment shall have been, and shall be deemed to have been, made in error and shall be (i) to the extent permissible under applicable law, applied to reduce the principal balance of this Note, or (ii) otherwise, held as additional cash collateral for the indebtedness evidenced by this Note.

6.             Waiver. The Company and all parties now or hereafter liable for the payment of this Note, whether as endorser, guarantor, surety or otherwise, generally waive demand, presentment for payment, notice of dishonor, protest and notice of protest, notice of intent to accelerate and notice of acceleration, diligence in collecting or bringing suit, and agree to all extensions, renewals, indulgences, releases or changes which from time to time may be granted by Holder and to all partial payments hereon, with or without notice before or after maturity.

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7.             Attorneys’ Fees. If any action is instituted on this Note, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which the party or parties may be entitled. Diligence, demand, presentment, notice of dishonor, and protest are waived by the Company, and any and all makers, sureties, guarantors, and endorsers of this Note, and their successors and assigns. Time is of the essence for every obligation under this Note.

8.             Governing Law. This Note shall be construed under the laws of the State of California, as such laws are applied to contracts entered into and performed entirely within that state by residents thereof.

IN WITNESS WHEREOF, the Company has executed and delivered this Note as of the day and year and at the place first above written.

	Hawker Energy, Inc., a Nevada corporation
By:	/s/ Darren Katic
	Darren Katic, President

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