Exhibit
      10.2

     

    
      CONVERTIBLE
        LOAN AGREEMENT

      


      THIS
        LOAN
        AGREEMENT MADE AS OF THE 8th
        DAY OF
        MARCH 2007 AND EFFECTIVE 1ST
        DAY
        JANUARY 2006 (the "Effective Date").

      


      BETWEEN:

      


      ALTUS
        EXPLORATIONS INC.,
        a
        company duly incorporated under the laws of Nevada, having its registered
        and
        records office at 880 - 50 West Liberty Street, Reno, Nevada 89501

      


      (hereinafter
        referred to as the "Company")

      


      AND:

      


      Paragon
        Capital, LLC, a
        limited
        liability company duly incorporated under the laws of Nevada, located at
        202
        South Minnesota Street, Carson City, Nevada 89703. 

      


      (hereinafter
        referred to as the "Lender")

      


      WHEREAS:

      


      A.           
        The
        Lender has made cash advances to Company during the twelve month period ending
        December 31, 2006 as required by Company to meet its operating and working
        capital requirements (the “Funds”);

      


      B.            
        At
        December 31, 2006, the Company owes Funds to Lender an amount totalling $7,300
        (the “Loan”); and

      


      C.           
        Company
        and Lender wish to document and confirm the terms and conditions associated
        with
        the Funds loaned to Company by Lender, as set forth herein;

      


      NOW
        THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
        and agreements herein contained, the receipt of which is hereby acknowledged
        by
        each of the parties hereto, the parties hereto agree each with the other
        (the
        "Agreement") as follows:

      


      
        	
                1.

              	
                The
                  Loan

              


      

      


      1.1    The
        Loan
        matures December 31, 2007 and is due in full on January 2, 2008, unless Lender
        agrees at its sole discretion to extend the Loan maturity. 

      


      1.2    The
        Loan
        shall bear interest at a rate of 12% per annum, commencing January 1, 2007
        with
        accrued interest for the twelve month period ending December 31, 2007 payable
        in
        arrears on January 2, 2008, unless Lenders agrees at its sole discretion
        to
        extend the Loan maturity and the associated accrued interest payment date.
        Although Funds were advanced to Company during the year ending December 31,
        2006, the Lender agrees to forego interest that accrued during such period
        with
        interest commencing January 1, 2007. 


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      1.3    Payment(s)
        of principal and accrued interest by Company to Lender shall be in good and
        immediately available funds by certified check, money order or wire transfer,
        on
        the date the payment is due to Lender by Company. 

      


      1.4    The
        Loan
        maturity and payment of accrued interest shall be accelerated upon the
        occurrence of any one of the following events: i) successful completion of
        financing by the Company, ii) acquisition, merger or change in control of
        Company; iii) reverse stock split or similar adjustment to stake holdings
        in
        company, and /or iv) payment of principal or interest on any other outstanding
        loans of the Company.

      


      1.5    At
        any
        time prior to maturity or in the occurrence of an event identified in 1.4
        above,
        Lender at its sole option may convert all or a portion of the outstanding
        principal and/or interest into common stock of the Company at the lower of
        the
        10 day average share price immediately preceding the date that this Agreement
        is
        made or the ten day average share price immediately preceding the date that
        a
        Notice of Conversion is provided to Company. Upon conversion by Lender, Company
        will promptly deliver the common shares certificate issued in connection
        with
        the conversion to Lender, and Company will be responsible for any and all
        costs
        or fees required to effect the conversion and issuance of the common shares.
        

      


      1.6    At
        any
        time prior to maturity of the Loan, the Company may repay the full principal
        amount of the Loan and all outstanding accrued interest on the Loan without
        penalty or bonus, unless Lender has previously provided Notice of Conversion
        to
        the Company; in which case, the Notice of Conversion will have priority over
        the
        Company’s election to repay the Loan and accrued interest. 

      


      1.7    As
        security for repayment of Loan, Company grants Lender a general security
        interest in all present and after acquired assets of the Company, and Lender’s
        secured interest shall be equal in priority to all other loans made to Company,
        and documented contemporaneously with the Loan under this Loan Agreement.
        Security will be shared proportionately to the outstanding balance of this
        Loan
        and the total of all other loans documented contemporaneously with this Loan.
        

      


      
        	
                2.

              	
                Default

              


      

      


      2.1    If
        one or
        more of the following events shall occur (“Default”), namely:

      


      
        	 	
                (a)

              	
                the
                  Company fails to repay the Loan and accrued interest on maturity,
                  and
                  repayment remains unremedied for a period of five (5) or more days;
                  

              


      

      


      
        	 	
                (b)

              	
                the
                  Company makes an assignment for the benefit of its creditors or
                  files a
                  petition in bankruptcy or is adjudicated insolvent or bankrupt
                  or
                  petitions or applies to any tribunal for any receiver, receiver
                  manager,
                  trustee, liquidator or sequestrator of or for the Company or any
                  of the
                  Company's assets or undertaking, or the Company makes a proposal
                  or
                  compromise with its creditors or if an application or a petition
                  similar
                  to any of the foregoing is made by a third party creditor and such
                  application or petition remains unstayed or undismissed for a period
                  of
                  thirty (30) days;

              


      

      


      
        	 	
                (c)

              	
                an
                  order of execution against any of the Company's assets remains
                  unsatisfied
                  for a period of ten (10) days; and

              


      

      


      
        	 	
                (d)

              	
                the
                  Company fails to observe and comply with any material term, condition
                  or
                  provision of this Agreement or any other agreement or document
                  delivered
                  hereunder, and such failure continues unremedied for a period of
                  five (5)
                  or more days.

              


      


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      2.2    In
        the
        event of Default, Lender at its sole discretion may provide Notice of Conversion
        to Company, and Lender shall have the right to convert all or a portion of
        the
        unpaid Loan and accrued interest into common shares of the Company at a discount
        of 50% of the conversion rate identified in section 1.5 of this Agreement.
        

      


      
        	
                3.

              	
                General

              


      

      


      3.1    For
        the
        purpose of this Agreement, time is of the essence.

      


      3.2    The
        parties hereto shall execute and deliver all such further documents and
        instruments and do all such acts and things as may either before or after
        the
        execution of this Agreement be reasonably required to carry out the full
        intent
        and meaning of this Agreement.

      


      3.3    This
        Agreement shall be construed in accordance with the laws of the State of
        Texas.

      


      3.4    Company
        represents that there are no current holder(s) of any mortgage, charge or
        encumbrance on any of the Company's assets, and that there are no known claims
        or potential claims to enforce, effect or realize on any claim. 

      


      3.5    This
        Agreement may be assigned by Lender without Company consent.

      


      3.6    This
        Agreement may be signed by the parties in as many counterparts as may be
        deemed
        necessary, each of which so signed shall be deemed to be an original, and
        all
        such counterparts together shall constitute one and the same
        instrument.

      


      3.7    All
        notices, requests, demands or other communications hereunder shall be in
        writing
        and shall be "deemed delivered" to a party on the date it is hand delivered
        to
        such party's address first above written, or to such other address as may
        be
        given in writing by the parties hereto.

      


      IN
        WITNESS WHEREOF the undersigned have executed this Agreement. 

      


      
        	
                ALTUS
                  EXPLORATIONS, INC. 

              	 	 
	 	 	 
	 	 	 
	
                /s/
                  Greg Thompson

              	 	 
	
                By:
                  Greg Thompson

              	 	 
	 	 	 
	
                Its:
                  President

              	 	 
	 	 	 
	 	 	 
	
                PARAGON
                  CAPITAL, LLC

              	 	 
	 	 	 
	 	 	 
	
                /s/
                  Sam Nastat

              	 	 
	
                By:
                  Sam Nastat

              	 	 
	 	 	 
	
                Its:
                  Manager