tec_ex101-80306.htm


    Exhibit 10.1


     

    PROMISSORY
NOTE

     

    
      	
              $75,318

            	
              March
      1, 2008

            


    

     

    FOR VALUE
RECEIVED, Torrent Energy Corporation, a Colorado corporation ("Maker"), promises to pay to
John D. Carlson, an individual ("Payee"), in lawful money of
the United States of America, the principal sum of Seventy-Five Thousand Three
Hundred Eighteen Dollars ($75,318), together with interest in arrears on the
unpaid principal balance at an annual rate equal to 8.0%, in the manner provided
below.  Interest shall be calculated on the basis of a year of 365
days, and charged for the actual number of days elapsed.  Each
determination by Payee of an interest rate under this Note will be conclusive
and binding for all purposes, absent manifest error.

     

    
      	
              1.

            	
              Payments

            


    

     

    
      	
               
      

            	
              1.1

            	
              Principal
      and Interest

            


    

     

    The
principal amount of this Note shall be due and payable in one payment on the
earlier of (i) the third business day following the completion of a financing
transaction resulting in aggregate proceeds to the Company of not less than
$100,000, or (ii) August 31, 2008.  This payment shall be in the
amount necessary to pay in full the unpaid principal amount and all interest
then accrued on this Note.  Any payment under this Note, at the option
of the Payee, may be applied first to any costs and expenses payable by the
Maker under this Note, then to interest then accrued under this Note, and then
to principal.

     

    
      	 	
              1.2 

            	
              Manner
      of Payment

            


    

     

    All
payments of principal and interest on this Note shall be made by the Maker’s
company check, certified or bank cashier's check delivered to the Payee at the
address set forth for Payee in the Company's records, or at such other place in
the United States of America as Payee shall designate to Maker in writing or by
wire transfer of immediately available funds to an account designated by Payee
in writing.  If any payment of principal or interest on this Note is
due on a day which is not a Business Day, such payment shall be due on the next
succeeding Business Day, and such extension of time shall be taken into account
in calculating the amount of interest payable under this
Note.  "Business Day" means any day other than a Saturday, Sunday or
legal holiday in the State of Colorado.

     

    
      	
               
      

            	
              1.3

            	
              Prepayment

            


    

     

    Maker
may, without premium or penalty, at any time and from time to time, prepay all
or any portion of the outstanding principal balance due under this
Note.  Any partial prepayments may be applied first to any costs and
expenses payable by the Maker under this Note, then to interest then accrued
under this Note, and then to installments of principal in inverse order of their
maturity.

     

    
      
        
        

      

      
        - 1 -

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              Defaults

            


    

     

    
      	
               
      

            	
              2.1

            	
              Events
      of Default

            


    

     

    The
occurrence of any one or more of the following events with respect to Maker
shall constitute an event of default hereunder ("Event of
Default"):

     

    (a)           If
Maker shall fail to pay when due any payment of principal or interest on this
Note and such failure continues for ten (10) days after Payee notifies Maker
thereof in writing.

     

    (b)           If,
pursuant to or within the meaning of the United States Bankruptcy Code or any
other federal or state law relating to insolvency or relief of debtors (a "Bankruptcy Law"), Maker shall
(i) commence a voluntary case or proceeding; (ii) consent to the entry of an
order for relief against it in an involuntary case; (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar official;
(iv) make an assignment for the benefit of its creditors; or (v) admit in
writing its inability to pay its debts as they become due.

     

    (c)           If
a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that (i) is for relief against Maker in an involuntary case, (ii) appoints a
trustee, receiver, assignee, liquidator or similar official for Maker or
substantially all of Maker's properties, or (iii) orders the liquidation of
Maker, and in each case the order or decree is not dismissed within sixty-one
(61) days.

     

    
      	
               
      

            	
              2.2

            	
              Notice
      By Maker

            


    

     

    Maker
shall notify Payee in writing within five (5) days after the occurrence of any
Event of Default of which Maker acquires knowledge.

     

    
      	
               
      

            	
              2.3

            	
              Remedies

            


    

     

    Upon the
occurrence of an Event of Default hereunder (unless all Events of Default have
been cured or waived by Payee), Payee may, at its option, (i) by written notice
to Maker, declare the entire unpaid principal balance of this Note, together
with all accrued interest thereon, immediately due and payable regardless of any
prior forbearance, and (ii) exercise any and all rights and remedies available
to it under applicable law, including, without limitation, the right to collect
from Maker all sums due under this Note.

     

    
      	
               
      

            	
              2.4

            	
              Collection
      Expenses

            


    

     

    Maker
agrees to reimburse Payee on demand for all legal fees and other costs and
expenses incurred in collecting or enforcing this Note, together with interest
at the default rate specified in Section 2.5.  Without
limitation, such costs and fees shall include fees, costs, and expenses incurred
with or without suit and in any appeal, any proceedings under any present or
future Bankruptcy Law, and any post-judgment collection
proceedings.

     

    
      
        
        

      

      
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              2.5

            	
              Default
      Interest

            


    

     

    Any
amount of principal or interest hereof that is not paid when due shall bear
interest from the day when due until said principal or interest amount is paid
in full, payable on demand, at an annual rate equal to twelve percent
(12.0%).

     

    
      	
              3.

            	
              Miscellaneous

            


    

     

    
      	
               
      

            	
              3.1

            	
              Waiver

            


    

     

    The
rights and remedies of Payee under this Note shall be cumulative and not
alternative.  No waiver by Payee of any right or remedy under this
Note shall be effective unless in writing signed by Payee.  Neither
the failure nor any delay in exercising any right, power or privilege under this
Note will operate as a waiver of such right, power or privilege.  No
single or partial exercise of any such right, power or privilege by Payee will
preclude any other or further exercise of such right, power or privilege or the
exercise of any other right, power or privilege.  No waiver that may
be given by Payee will be applicable except in the specific instance for which
it is given.

     

    Maker
hereby waives presentment, demand, protest and notice of dishonor and
protest.  In addition, Maker hereby waives the benefit of every
statute conferring upon Maker any right or privilege or exemption, stay of
execution, or the relief from the enforcement of a judgment.

     

    
      	
               
      

            	
              3.2

            	
              Notices

            


    

     

    Any
notice to Maker under this Note shall be addressed to Torrent Energy
Corporation, 1 SW Columbia Street, Suite 640, Portland, Oregon,
Attention:  Chief Financial Officer, or to such other address as Maker
shall designate to Payee in writing and shall be deemed to have been given on
the date delivered in the case of personal delivery or delivery via courier or,
if mailed, one day after deposited in first class or certified
mail.

     

    
      	
               
      

            	
              3.3

            	
              Limitation
      of Interest and Charges

            


    

     

    Interest,
fees, and charges collected or to be collected under this Note shall not exceed
the maximum amounts permitted by any applicable law.  If any interest,
fee, or charge would exceed the maximum, the interest, fee, or charge shall be
reduced by the excess and any sums already collected from Maker which exceed the
maximum will be refunded.  Payee may choose to make the refund either
by treating the excess as prepayments of principal or by making a direct payment
to Maker.

     

    
      	
               
      

            	
              3.4

            	
              Severability

            


    

     

    If any
provision in this Note is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Note will remain in full
force and effect.  Any provision of this Note held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

     

    
      
        
        

      

      
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              3.5

            	
              Governing
      Law; Jurisdiction; Venue

            


    

     

    This Note
will be governed by the laws of the State of Colorado without regard to
conflicts of laws principles.  If a lawsuit is commenced in connection
with this Note, venue for any such action shall lie in Portland, Oregon, and Maker
agrees, upon Payee's request, to submit to the jurisdiction of the state and
federal courts therein.

     

    
      	
               
      

            	
              3.6

            	
              Parties
      in Interest

            


    

     

    This Note
shall bind Maker and its successors and assigns.  This Note shall not
be assigned or transferred by Payee without the express prior written consent of
Maker, except by operation of law.

     

    
      	
               
      

            	
              3.7

            	
              Section
      Headings, Construction

            


    

     

    The
Section headings in this Note are provided for convenience only and will not
affect its construction or interpretation.  All references to
"Section" or "Sections" refer to the corresponding Section or Sections of this
Note unless otherwise specified.

     

    All words
used in this Note will be construed to be of such gender or number as the
circumstances require.  Unless otherwise expressly provided, the words
"hereof" and "hereunder" and similar references refer to this Note in its
entirety and not to any specific section or subsection hereof.

     

    IN
WITNESS WHEREOF, Maker has executed and delivered this Note as of the date first
stated above.

     

     

    
      
        	 	

                TORRENT
      ENERGY CORPORATION

              	 
	 	 	 	 
	 	
                By:
      

              	/s/ William
      Lansing	 
	 	Name:
      	William
      Lansing	 
	 	Title: 	Chairman
      of the Board	 
	 	 	 	 


      

    

     

     

     

     

     

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