GMX RESOURCES INC
INTERCREDITOR AND SUBORDINATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>exh10-2_12428.txt
<DESCRIPTION>INTERCREDITOR AND SUBORDINATION AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.2
                                                                    ------------


                    INTERCREDITOR AND SUBORDINATION AGREEMENT

         THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "AGREEMENT") is
made and entered into as of January 16, 2004, by and among Local Oklahoma Bank,
an Oklahoma bank (together with its successors and assigns and any other bank,
financial institution or other lender which refinances the Senior Loan (as
defined below), "SENIOR LENDER"); the noteholders listed on Schedule I attached
hereto (together with their permitted successors and assigns, collectively, the
"SUBORDINATED CREDITORS", whether one or more); and GMX Resources Inc., an
Oklahoma corporation (the "BORROWER").

                                    RECITALS

         A. Senior Lender has loaned or agreed to loan an amount up to
$15,000,000 to Borrower subject to Senior Lender's calculation of a borrowing
base which such borrowing base is currently $6,490,000 (the "SENIOR LOAN"),
which loan is evidenced by the Promissory Note dated August 31, 2003, executed
by Borrower, as maker, and payable to the order of Senior Lender in the stated
principal amount of $15,000,000 (the "SENIOR NOTE"). Subordinated Creditors have
agreed to lend $1,000,000 to Borrower (the "SUBORDINATED LOAN"), which loan is
evidenced by several Subordinated Promissory Notes of even date herewith,
executed by Borrower and payable to the order of Subordinated Creditors in the
stated aggregate principal amount of $1,000,000 (the "SUBORDINATED NOTES").

         B. Senior Lender and Subordinated Creditors desire to confirm, as
between themselves, the subordination of all rights of Subordinated Creditors
with respect to payment of the Subordinated Debt (hereinafter defined) to the
indefeasible payment in full in cash of the Senior Debt (hereinafter defined).

         C. Senior Lender has advised Subordinated Creditors that it would not
permit the loans to be extended to the Borrower by the Subordinated Creditors
but for the execution of this Agreement by Subordinated Creditors.

                                    AGREEMENT
                                    ---------

                  NOW, THEREFORE, in consideration of the premises, and in order
to induce Senior Lender to allow the issuance of the Subordinated Notes by
Borrower, the parties hereto hereby covenant and agree as follows:

                  1. Definitions. The following terms shall have the following
meanings as used in this Agreement:

                  "COLLECTION ACTION" shall mean (a) to demand, sue for, take or
receive from or on behalf of the Borrower or the Subordinated Creditors, by
set-off or in any other manner, the whole or any part of any moneys which may
now or hereafter be owing by the Borrower or the Subordinated Creditors with
respect to the Subordinated Debt, (b) to initiate or participate with others in
any suit, action or proceeding against the Borrower or the Subordinated
Creditors to
<PAGE>

(i) enforce payment of or to collect the whole or any part of the Subordinated
Debt or (ii) commence judicial enforcement of any of the rights and remedies
under the Subordinated Debt Documents or applicable law with respect to the
Subordinated Debt or (c) to accelerate the maturity of any Subordinated Debt, or
(d) attach any lien or other encumbrance against the assets or property of
Borrower; provided, however, that "Collection Action" shall not include any
exercise of rights permitted by Section 3.3 and Section 6 hereof (subject to the
limitations set forth therein).

                  "DEBTOR RELIEF LAW" shall mean any applicable liquidation,
conservatorship, bankruptcy, moratorium, rearrangement, insolvency,
reorganization, or similar laws affecting the rights of creditors generally from
time to time in effect;

                  "SENIOR DEBT" shall mean (i) all indebtedness, liabilities and
obligations of Borrower to Senior Lender, whether now existing or hereafter
arising, under the Senior Note, (ii) all accrued but unpaid interest on any of
the indebtedness owing under the Senior Note, (iii) all fees and expenses
required by the Credit Agreement, as amended, by and between Borrower, certain
of its affiliates, and Senior Lender; (iv) all obligations of Borrower to Senior
Lender under any documents evidencing, securing, governing and/or pertaining to
all or any part of the indebtedness described in (i),(ii), and (iii) above, (v)
all costs and expenses incurred by Senior Lender in connection with the
collection of all or any part of the indebtedness and obligations described in
(i), (ii), (iii), and (iv) above, including without limitation all reasonable
attorneys' fees, (vi) all renewals, extensions, modifications and rearrangements
by the Borrower and Senior Lender of the indebtedness and obligations described
in (i), (ii), (iii), (iv), and (v) above, and (vii) all indebtedness,
liabilities and obligations incurred by Borrower in connection with any
refinancing of the obligations described in (i) through (vi) above with another
bank, financial institution or other lender; and (viii) all interest accruing
after the date of the filing of a petition by or against Borrower pursuant to
any Debtor Relief Law or under any similar federal or state statute;

                  "SENIOR DEBT DOCUMENTS" shall mean the Senior Note and any
other instruments, documents and agreements evidencing the Senior Loan.

                  "SENIOR LOAN" shall have the meaning set forth in the recitals
to this Agreement.

                  "SENIOR NOTE" shall have the meaning set forth in the recitals
to this Agreement.

                  "SUBORDINATED DEBT" shall mean all of the indebtedness of
Borrower to Subordinated Creditors, whether now existing or hereafter arising,
under the Subordinated Notes (whether or not such indebtedness continues to be
evidenced by the Subordinated Notes or is hereafter evidenced in whole or in
part by any other instruments, documents or judgments); and

                  "SUBORDINATED DEBT DOCUMENTS" shall mean the Subordinated
Notes and any other instruments, documents and agreements evidencing the
Subordinated Debt.

                  "SUBORDINATED LOAN" shall have the meaning set forth in the
recitals to this Agreement.
<PAGE>

                  "SUBORDINATED NOTE" shall have the meaning set forth in the
recitals to this Agreement.

                  2. Consent. Subject to the terms contained in this Agreement,
Senior Lender hereby consents to the execution, delivery, and performance by
Borrower of the Subordinated Notes and all other instruments and documents
executed and delivered in connection therewith and the consummation of the
transactions contemplated thereby, notwithstanding any term, covenant or
condition of the Senior Debt Documents to the contrary.

                  3. Subordination.

                      3.1. Subordinated Creditors hereby subordinate the payment
of all of the Subordinated Debt to the prior payment in full of the Senior Debt,
to the extent and in the manner set forth herein. The Subordinated Creditors
agree that the Subordinated Debt shall be and hereby is inferior and junior to
the Senior Debt, unless otherwise agreed to in writing by Senior Lender.

                      3.2. Notwithstanding subparagraph 3.3 below, in the event
of (i) any insolvency, bankruptcy, receivership, custodianship, liquidation,
reorganization, assignment for the benefit of creditors, or other similar
proceeding relative to Borrower or its properties, or (ii) any proceeding for
the voluntary liquidation, dissolution or other winding up of Borrower, and
whether or not involving insolvency or bankruptcy proceedings, then and in any
such event Subordinated Creditors agrees as follows:

                          (a) all Senior Debt shall first be indefeasibly paid
in full in cash before any payment or distribution of any character, whether in
cash, securities or other property, shall be made in respect of the Subordinated
Debt; and

                          (b) any payment or distribution of any character,
whether in cash, securities or other property, which would otherwise, but for
the terms hereof, be payable or deliverable in respect of the Subordinated Debt,
including any payment or distribution in respect of the Subordinated Debt by
reason of any other indebtedness of Borrower being subordinated to the
Subordinated Debt, shall be paid or delivered directly to Senior Lender, until
all Senior Debt shall have been indefeasibly paid in full in cash, and
Subordinated Creditors, or any other holder of the Subordinated Debt,
irrevocably authorizes, empowers and directs all receivers, trustees,
liquidators, custodians, conservators, and others having authority in the
premises to effect all such payment and deliveries.

                      3.3 Subject to subparagraph 3.2 above, until the Senior
Debt shall have been indefeasibly paid in full in cash, Borrower shall not make,
and Subordinated Creditors shall not receive, accept, or retain, any payment on
account of the Subordinated Notes or any other Subordinated Debt without Senior
Lender's prior written consent; provided, however, that unless a Senior Default
has occurred and is continuing, Borrower may make, and Subordinated Creditors
may receive and retain, regularly scheduled payments of interest and principal
on the Subordinated Notes in accordance with the terms of the Subordinated Notes
and Section 3.8 below. Provided, however, in the event of a conflict between the
terms of the Subordinated Note and the terms of this Agreement, the terms of
this Agreement shall control. Nothing contained
<PAGE>

herein to the contrary shall prevent (i) default interest being charged on the
Subordinated Debt, (ii) the acceleration of the Subordinated Debt by reason of a
default, (iii) the automatic acceleration of the Subordinated Debt upon the
occurrence of a bankruptcy or other proceeding under any applicable Debtor
Relief law of the Borrower, or (iv) the taking of any other action by the
Subordinated Creditors reasonably necessary, and only if necessary, to avoid the
operation of any statute of limitations. As used herein, a Senior Default shall
mean an Event of Default under the Senior Debt Documents.3.4 Except for the
Warrants and Warrant Shares described and set forth in the Subordinated Debt
Documents, if, notwithstanding the provisions of this Agreement, any payment or
distribution of any character, whether in cash, securities, or other property,
or any security shall be received by Subordinated Creditors in contravention of
the terms of this Agreement, and before all Senior Debt shall have been
indefeasibly paid in full in cash, such payment, distribution or security shall
not be commingled with any asset of Subordinated Creditors, shall be held in
trust for the benefit of, and shall be immediately paid over or delivered or
transferred to, Senior Lender or its representative, for application to the
payment of all Senior Debt remaining unpaid, until all of the Senior Debt shall
have been indefeasibly paid in full in cash.

                      3.5 Subordinated Creditors and Borrower shall,
simultaneously with the execution and delivery of this Agreement, cause the
following legend to be placed on the Subordinated Notes:

                  This Note and the indebtedness evidenced hereby is
                  subordinated in the manner and to the extent set forth in an
                  agreement (the "Agreement") dated as of January 16, 2004, by
                  the maker and the payee of this Note in favor of Local
                  Oklahoma Bank, as Senior Lender, to all indebtedness
                  (including interest) at any time owed by the maker of this
                  Note to said Senior Lender, and each holder of this Note, by
                  its acceptance hereof, shall be bound by such Agreement.

Subordinated Creditors shall deliver a copy of the Subordinated Notes, as so
marked, to Senior Lender. If reasonably required by Senior Lender in order to
enforce or make a claim under any such note pursuant to this Agreement,
Subordinated Creditors shall deliver to Senior Lender the original note held by
it.

                      3.6 This Agreement, without further reference, shall pass
to and may be relied upon and enforced by any transferee or subsequent holder of
any Senior Debt. In the event of any proposed sale, assignment, disposition or
other transfer of all or any portion of the Subordinated Debt, Subordinated
Creditors shall, prior to the consummation of any such action, cause the
transferee thereof to execute and deliver to Senior Lender an agreement in form
and substance substantially identical to this Agreement and acceptable to Senior
Lender providing for the continued subordination of such Subordinated Debt to
the Senior Debt as provided herein and for the continued effectiveness of each
and every one of the rights of Senior Lender arising under this Agreement.

                      3.7 Subordinated Creditors or any other holder of the
Subordinated Debt shall execute and deliver to Senior Lender or its
representative all such further instruments confirming the authorization
referred to in this Agreement, any powers of attorney specifically confirming
the rights of Senior Lender arising hereunder, and all proofs of claim,
assignments of
<PAGE>

claim, and any other instruments, and shall take all such other actions as may
be reasonably requested by Senior Lender in order to enable it to enforce all
claims upon or in respect of such Subordinated Debt

                      3.8 Section 3.3 above notwithstanding and subject to the
express terms hereof, Borrower may make, and Subordinated Creditors may receive
and retain, regularly scheduled payments of accrued interest; provided, however,
such interest payment shall be expressly conditioned upon there not then
existing a Senior Default.

                      Section 3.3 above notwithstanding and subject to the
express terms hereof, Borrower may make regularly scheduled payments of
principal in amounts not in excess of $100,000.00 in the aggregate during any
single fiscal year of Borrower; provided, however, such principal reduction
shall be expressly conditioned upon each of the following: (X) Borrower shall
have notified Senior Lender, at least, three (3) business days prior to making
the reduction; (Y) there is not then existing a Senior Default nor will a Senior
Default occur by virtue of the principal reduction; and (Z) Borrower shall have,
at least, $400,000.00 in Adjusted Working Capital (hereafter defined) at the
time of the principal reduction. It is acknowledged by Subordinated Creditors
that Senior Lender is relying on Subordinated Creditors' covenant to not receive
and retain such payments of principal or interest in contravention of the terms
set forth above. For the purposes hereof, the term Adjusted Working Capital
shall mean (i) Current Assets plus the Available Commitment minus any assets
resulting from "mark-to-market" accounting treatment for hedging contracts minus
(ii) Current Liabilities, minus any liabilities resulting from "mark-to-market"
accounting treatment for hedging contracts, minus any balance outstanding on
this credit facility that would otherwise be accounted for as a Current
Liability.

                  4. Rights. Without limiting the generality of any other
provision of this Agreement, Subordinated Creditors irrevocably authorize Senior
Lender or any of its agents, nominees, or designees, at any time after the
occurrence of an Event of Default under the Senior Debt Documents, to collect
and receive any future payments to the Subordinated Creditors with respect to
the Subordinated Debt, and to do any and all things relating to the collection
thereof with the same power and authority that Subordinated Creditors might or
could have done if this Agreement had not been executed, including the filing
and proving of claims in Senior Creditor's name or in Subordinated Creditors'
name, in connection with any receivership, bankruptcy or other proceedings,
under any Debtor Relief Law or otherwise. In connection therewith, Subordinated
Creditors hereby irrevocably appoint Senior Lender, its successors and assigns,
as its lawful attorney-in-fact with full power and authority for it and in its
name to make, execute, and acknowledge, publish, file, record, and swear to the
execution, acknowledgment, filing, and/or recordation, as applicable, of any and
all documents as Senior Lender, in its sole discretion, shall deem necessary,
appropriate, and/or advisable with respect to the enforcement and administration
of the Senior Debt and the furtherance of the collection thereof. The foregoing
power of attorney is coupled with an interest and is irrevocable.

                  5. Restrictions on Subordinated Creditors. Prior to the
indefeasible payment in full in cash of the Senior Debt and notwithstanding
anything contained in the Subordinated Debt Documents to the contrary,
Subordinated Creditors shall not, without the prior written consent of Senior
Lender, do any of the following:
<PAGE>

                          (a) amend, modify, or supplement, or agree to any
amendment, modification, or supplement of, the Subordinated Notes or any of the
other Subordinated Debt Documents in any manner; provided, however, that
Borrower and Subordinated Creditors may enter into an amendment or modification
of, or supplement to, any of the Subordinated Debt Documents if such amendment,
modification or supplement does not have the effect of (a) imposing any
additional or increased limitations or restrictions on the interest, rights or
powers of Borrower under the Subordinated Debt Documents, including, without
limitation, any increase in the rate of interest payable on all or any portion
of the Subordinated Debt or any shortening of the maturity of all or any portion
of the principal amount of the Subordinated Debt, (b) increasing any amount or
accelerating the time for any payment under the Subordinated Notes or other
Subordinated Debt Documents, or (c) adversely affecting or imposing any
additional or increased limitations or restrictions on the interests, rights, or
powers of Senior Lender under this Agreement, the Senior Note or any other
Senior Debt Documents; or

                          (b) upon the occurrence of any event of default under
any of the Subordinated Debt Documents (hereinafter referred to as a
"SUBORDINATED DEBT DEFAULT") or any event which, with the passage of time, or
giving of notice, or both, would constitute a Subordinated Debt Default, or on
any other basis for any reason, only for a period of 180 days commencing upon
the occurrence of a Subordinated Debt Default, take any of those actions
specified in Section 6 below.

                  6. Temporary Suspension of Remedies. For a period of 180 days
commencing upon Senior Lenders receipt of notice of a Subordinated Debt Default
or until the Senior Debt has been indefeasibly paid in full, whichever shall
first occur, the Subordinated Creditors shall not take any Collection Action;
provided, however, that (A) after and during the continuance of a Subordinated
Debt Default or a Senior Debt Default, the Subordinated Creditors may charge
default interest under the terms of the Subordinated Debt Documents; and (B) the
Subordinated Creditors may accelerate the maturity of the Subordinated Notes.
After the expiration of such 180 day period, the Subordinated Creditors may take
any such action reasonably necessary, and only if necessary, to avoid the
operation of any statute of limitations.

                  Notwithstanding the 180 day period, Subordinated Creditors
acknowledge, covenant and agree with Senior Lender that the Senior Lender has a
prior and superior right in and to the collateral securing the Senior Debt,
including all property covered by the negative pledge described in the Senior
Loan Documents. Any lien or encumbrance claimed by Subordinated Creditors in and
to any of such property of Borrower shall continue hereafter to be subject and
subordinate to the Bank's lien and rights until such time as the Senior Debt has
been paid in full.

                  7. Continued Effectiveness of this Agreement. None of the
terms of this Agreement, the subordination effected hereby, the rights of Senior
Lender or the obligations of Subordinated Creditors arising hereunder, shall be
affected, modified, or impaired in any manner or to any extent by: (i) any
amendment or modification of or supplement to the Senior Debt Documents or any
instrument or document executed or delivered pursuant thereto, including, but
not limited to, Senior Lender's making of any additional loans; (ii) the
validity or enforceability of any of such documents; and (iii) any exercise or
non-exercise of any right, power, or remedy under or in respect of the Senior
Debt or instruments or documents referred to in clause (i)
<PAGE>

above, whether or not the Subordinated Creditors shall have had notice or
knowledge of any of the foregoing and whether or not it shall have consented
thereto. In addition, the Subordinated Creditors specifically agree that Senior
Lender may grant extensions of the time of payment or performance, make
compromises, including increases to the amount of the outstanding loans up to a
maximum of $15 million, increase payment amounts, increase the rate of interest,
releases of collateral and settlements with Borrower, or otherwise modify the
Senior Debt without affecting the agreements of the Subordinated Creditors or
Borrower hereunder.

                  8. Miscellaneous.

                      8.1. The provisions of this Agreement are solely for the
purpose of defining the relative rights of Senior Lender on the one hand and
Subordinated Creditors on the other hand, and no provision of this Agreement, by
its own terms, shall impair as between Subordinated Creditors and Borrower,
Borrower's obligations to pay Subordinated Creditors the principal, interest,
and other charges due under the Subordinated Notes as and when the same shall
become due in accordance with the terms of the Subordinated Debt Documents; nor
shall any provision of this Agreement, by its own terms, prevent Subordinated
Creditors from exercising all rights and remedies otherwise permitted by
applicable law upon default, subject, however, to each and every right of Senior
Lender under the provisions of this Agreement.

                      8.2. In the event that the Senior Debt shall have been
indefeasibly paid in full in cash, then Subordinated Creditors shall be
subrogated to any right of Senior Lender to receive any further payments or
distributions applicable to the Senior Debt until the Subordinated Debt shall
have been paid in full; provided, however, that for purposes of such
subrogation, as among Borrower, its creditors other than Senior Lender, and
Subordinated Creditors, no payments or distributions to Senior Lender of any
cash, property, or securities to which Subordinated Creditors would be entitled,
except for the provisions hereof, shall be deemed to be a payment by or on
account of the Senior Debt.

                      8.3. Senior Lender and Subordinated Creditors shall each
use their best efforts to give written notice to the other of a failure to pay
any amount due with respect to the Senior Debt or the Subordinated Debt held by
it; provided, however, that the failure to give such notice for any reason
whatsoever, shall not, except as may be set forth in this Agreement, be deemed
to be a breach of this Agreement and shall not affect the respective rights of
Senior Lender or Subordinated Creditors hereunder in any way whatsoever.

                      8.4. The Subordinated Creditors agree that they will not
take any action that will impede, interfere with or restrict or restrain the
exercise by Senior Lender of its rights and remedies under the Senior Loan
Documents and, upon the commencement of any bankruptcy of the Borrower, will
take such actions as may be reasonably necessary or appropriate to effectuate
the subordination provided hereby. In furtherance thereof, the Subordinated
Creditors hereby agree not to oppose any motion filed or supported by Senior
Lender for relief from the automatic stay, for adequate protection in respect of
the Senior Debt, and/or for the Borrower's use of cash collateral or
post-petition borrowing from the Senior Lender.
<PAGE>

                      8.5. If the Subordinated Creditors, in violation of this
Agreement, shall commence, prosecute or participate in any suit, action or
proceeding against Borrower, Borrower may interpose as a defense or plea the
making of this Agreement and Senior Lender may intervene and interpose such
defense or plea in Senior's name or in the name of Borrower. If the Subordinated
Creditors obtain any assets of the Borrower as a result of any administrative,
legal, or equitable action, or otherwise, the Subordinated Creditors agree to
forthwith pay, deliver, and assign to Bank One any such assets for application
upon the amount now or hereafter owing to Bank One by Borrower.

                      8.6. In the event of any conflict between any term,
covenant or condition of this Agreement and any term, covenant or condition of
any of the Subordinated Debt Documents, the provisions of this Agreement shall
control and govern.

                      8.7. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval,
declaration, or other communication shall or may be given to or served upon any
of the parties by another, or whenever any of the parties desires to give or
serve upon another any communication with respect to this Agreement, each such
notice, demand, request, consent, approval, declaration, or other communication
shall be in writing and either shall be delivered in person with receipt
acknowledged or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:

 (i)        If to Senior        Local Oklahoma Bank
            Lender:             3601 NW 63rd Oklahoma City,
                                Oklahoma 73116
                                Attn: John K. Slay, Jr., Senior Vice President


(ii)        If to Borrower:     GMX Resources, Inc.
                                9400 N. Broadway Suite 600
                                Oklahoma City, Oklahoma 73114
                                Attention: Ken L. Kenworthy, Sr. , Executive
                                           Vice President

(iii)       If to Subordinated  At the addresses set forth on Schedule I
            Creditors:

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, or other communication hereunder shall be deemed
to have been duly given or served on the date on which personally delivered,
with receipt acknowledged, or three (3) Business Days after sending by
registered or certified mail. Failure or delay in delivering copies of any
notice, demand, request, consent, approval, declaration, or other communication
to the persons designated above to receive copies shall in no way adversely
affect the effectiveness of such notice, demand, request, consent, approval,
declaration, or other communication.
<PAGE>

                      8.8. The parties hereto agree that, to the extent that
Borrower makes a payment or payments to Senior Lender, which payment or payments
or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside, and/or required to be repaid to a trustee, receiver, or
any other party under any Debtor Relief law, any state or federal law, common
law, or equitable cause, then to the extent of such payment or repayment, the
obligation or part thereof intended to be satisfied shall be revived and
continued in full force and effect as part of the obligations entitled to the
benefit of all of the provisions of this Agreement, as if said payment had not
been made.

                      8.9. This Agreement shall remain in effect so long as any
portion of the Senior Debt or the Subordinated Debt remains outstanding;
provided, however, that no termination shall impair any rights or priorities
created or acquired hereunder by Senior Lender or any right or obligation of
Subordinated Creditors hereunder.

                      8.10. Senior Lender and Subordinated Creditors acknowledge
that each executes this Agreement based solely on its independent knowledge of
the financial condition of Borrower.

                      8.11. This Agreement may not be amended or modified orally
but may be amended or modified only in writing, signed by all parties hereto. No
waiver of any term or provision of this Agreement shall be effective unless it
is in writing, making specific reference to this Agreement and signed by the
party against whom such waiver is sought to be enforced. This Agreement
constitutes the entire agreement among the parties hereto with respect to the
subject matter hereof.

                      8.12. This Agreement shall be binding upon Subordinated
Creditors and Borrower and their respective successors and assigns, including,
without limitation, any person or entity which shall acquire all or
substantially all of the assets of Subordinated Creditors, and shall inure to
the benefit of Senior Lender and its respective successors and assigns.
Provided, however, the Subordinated Creditors shall not sell, assign or transfer
any of the Subordinated Debt, unless the buyer, assignee or transferee thereof
shall agree in writing to become bound by the provisions of this Agreement and
the holders of the Senior Debt shall have been furnished with the original
copies of such agreement.

                      8.13. This Agreement may be signed in one or more
counterparts which, when taken together shall constitute one and the same
document.

                      8.14. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA. EACH OF THE PARTIES HERETO
HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS OF
OKLAHOMA COUNTY, OKLAHOMA, WITH RESPECT TO ANY MATTERS ARISING OUT OF OR RELATED
TO THIS AGREEMENT. EACH OF THE PARTIES HERETO WAIVES ANY OBJECTION TO
JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN
AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE.
<PAGE>

                      8.15. This Agreement is the product of the negotiation and
drafting of all parties hereto, and is not to be construed against or in favor
of any party.

                      8.16. Nothing herein shall be deemed or construed to
create any partnership, joint venture, or fiduciary duties between the parties
hereto.

                      8.17. In any litigation between the parties hereto, the
prevailing party shall be awarded its reasonable attorneys' fees and costs,
including those incurred by reason of the enforcement and collection of any
judgment and all appeals in connection therewith.

                      8.18. EACH OF THE PARTIES HERETO HEREBY WAIVES THE RIGHT
TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND
ARISING OUT OF OR RELATED TO THIS AGREEMENT.

                            [SIGNATURE PAGE FOLLOWS]
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

                                  ("BORROWER")

                                  GMX RESOURCES INC.



                                  By: /s/ Ken L. Kenworthy, Sr.
                                      ------------------------------------------
                                  Printed Name: Ken L. Kenworthy, Sr.
                                  Title: Chief Financial Officer

                                  ("SENIOR LENDER")


                                  LOCAL OKLAHOMA BANK


                                  By: /s/ John K. Slay, Jr.
                                      ------------------------------------------
                                        John K. Slay, Jr.
                                        Senior Vice President


<PAGE>

                                  ("SUBORDINATED CREDITORS")


                                  /s/ Doug Moreland
                                  ----------------------------------------------
                                  DOUG MORELAND


                                  /s/ Stan Chasen
                                  ----------------------------------------------
                                  STAN CHASEN


                                  XMEN LLC


                                  By: /s/ Gregg Schneider
                                      ------------------------------------------
                                  Name: Gregg Schneider
                                  Title: Member


                                  /s/ Patrick Parker
                                  ----------------------------------------------
                                  PATRICK PARKER

</TEXT>
</DOCUMENT>
