Promissory Note


    EXHIBIT
      10.5

     

    COLD
      FLOW
      ENERGY ULC

     

    PROMISSORY
      NOTE

    
      	
               

              Principal
                Amount: $1,000,000.00

            	
               

              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 ("EW") at
      Suite
      1600,
      Dome Tower, 333 - 7th Avenue S.W., Calgary, Alberta, T2P 2Z1 Attention: Keith
      Templeton,
      the principal amount of ONE MILLION DOLLARS ($1,000,000.00) 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
      July 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. and Surge Global Energy,
      Inc.
      (collectively, the "Parties") is released pursuant to subsection 7(a) of the
      Escrow Agreement between the Parties and BW.

     

    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