Promissory Note

EXHIBIT 10.6

     

    COLD
      FLOW
      ENERGY ULC

     

    PROMISSORY
      NOTE

     

    

      
        	
                Principal
                  Amount: $1,500,000.00

              	
                Date:
                  March 2, 2007

              


      

    

     

    FOR
      VALUE
      RECEIVED, the undersigned, Cold Flow Energy ULC (the "Borrower"), PROMISES
      TO
      PAY to or to the order of 1304146 Alberta Ltd. (the "Lender"),
      at the offices of the agent of the Lender, Burstall Winger LLP ("BW")
      at
      Suite 1600,
      Dome Tower, 333 - 7th Avenue S.W., Calgary, Alberta, T2P 2Z1 Attention:
      Keith
      Templeton, the principal amount of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS
      ($1,500,000.00) in lawful money of Canada with interest on such amount at the
      Interest Rate (as defined herein), calculated in the manner and payable at
      the
      times, specified in this Note.

     

    The
      principal amount remaining from time to time unpaid and outstanding shall bear
      interest, both before and after demand and judgment to the date of the repayment
      in full of the principal amount, at the rate of SEVEN (7%) percent per annum
      (the "Interest Rate"). Interest at the Interest Rate shall be simple and
      non-compounding and shall accrue daily and be calculated on the basis of the
      actual number of days elapsed in a year of 365 days.

     

    The
      aggregate principal amount of this Note and all interest accruing hereunder
      at
      the Interest Rate shall become due and payable by the Borrower to the Lender
      on
      August 30, 2007.

     

    The
      Borrower shall make commercially reasonable efforts to prepay the whole or
      any
      portion of the principal amount of this Note and interest thereon from time
      to
      time remaining unpaid and outstanding.

     

    The
      Borrower and all endorsers of this Note waive presentment for payment and notice
      of non-payment and agree and consent to all extensions or renewals of this
      Note
      without notice.

     

    Neither
      the Borrower nor the Lender may assign its rights or obligations hereunder
      without the prior written consent of the other. This Note shall enure to the
      benefit of the Lender and its respective successors and permitted assigns and
      shall be binding upon the Borrower and its respective successors and
      assigns.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Notwithstanding
      any other provision herein, this Note and all obligations of the Borrower
      hereunder, including without limitation the obligations of the Borrower to
      pay
      the
      principal amount of this Note to the Lender, shall automatically terminate
      and
      be of no force and effect in the event the Petroleum, Natural Gas and General
      Rights Conveyance dated effective the date hereof among the Lender, Borrower,
      Peace Oil Corp. ("Peace")
      and
      Surge Global Energy, Inc. ("Surge")
      (collectively, the "Parties")
      is
      released pursuant to subsection 7(a) of the Escrow Agreement between the Parties
      and BW.

     

    As
      a
      material inducement for provision of certain financial concessions by the
      shareholders of Peace, the Borrower shall cause Surge to issue and deliver
      to
      the Lender, concurrently with the delivery of this Note, 1,000,000 Warrants
      ("Warrants")
      entitling the holder thereof to acquire an aggregate of 1,000,000 shares of
      Common Stock of Surge, such Warrants to be held by the Lender for the benefit
      of
      and in trust for the shareholders of Peace in proportion to their respective
      holdings of common shares of Peace immediately prior to the sale of such shares
      to Cold Flow Energy ULC.

     

    This
      Note
      shall be governed by and interpreted and enforced in accordance with the laws
      of
      the Province of Alberta and the federal laws of Canada applicable
      therein.

     

    IN
      WITNESS WHEREOF the Borrower has executed this Note.

     

    

      
        	
                COLD
                  FLOW ENERGY ULC

              
	
                 

                Per:
                  /s/
                  David Perez

              
	
                Name:
                  David Perez

              
	
                Title:
                  CEO & Chairman