Filed by Automated Filing Services Inc. (604) 609-0244 - Torrent Energy Corporation - Exhibit 10.1






Exhibit 10.1 

PROMISSORY NOTE 

	$25,000 	March 12, 2008 


          FOR
VALUE RECEIVED, Torrent Energy Corporation, a Colorado corporation
("Maker"), promises to pay to William A. Lansing, an individual
("Payee"), in lawful money of the United States of America, the principal
sum of Twenty-Five Thousand Dollars ($25,000), 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
$200,000, or (ii) September 11, 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. 




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/ John D. Carlson

Name:  John D. Carlson 
Title:    President and
Chief Executive Officer 

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