Exhibit 10.1


    
      

    

     

    Exhibit
      10.1

    


    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:

    


    CODEAMERICA
      INVESTMENTS, LLC,
      a
      limited liability company duly incorporated under the laws of Nevada, located
      at
      8900 Germantown Road, Suite 100, Olive Branch, Mississippi 38654. 

    


    (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”). Such funds exclude amounts due Lender
      associated with trade payables;

    


    B.           
      At
      December 31, 2006, the Company owes Funds to Lender an amount totalling $54,050
      (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

            	 	 
	 	 	 
	 	 	 
	
              CODEAMERICA
                INVESTMENTS, LLC :

            	 	 
	 	 	 
	 	 	 
	
              /s/
                William M. Cox

            	 	 
	
              By:
                William M. Cox

            	 	 
	 	 	 
	
              Its:
                President