**LOAN
      AGREEMENT**





**THIS
      AGREEMENT** dated
      for reference this 18 th day of
      October, 2006, between VCF CAPITAL CORP., a company incorporated under the
      laws
      of the Province of British Columbia, having an office at Suite 3000, 700 West
      Georgia Street, Vancouver, British Columbia, Canada, V7Y 1A1 (hereinafter
      referred to as the “Lender”), of the first part, and AMERICAN PETRO-HUNTER,
      INC., a company incorporated under the laws of the State of Nevada, having
      an
      office care of Suite 3000, 700 West Georgia Street, Vancouver, British Columbia,
      Canada, V7Y 1A1 (hereinafter referred to as the “Borrower”), of the second
      part.





**WHEREAS**





A.
            The
                Borrower wishes to borrow and the Lender wishes to lend the Borrower
                the
                sum of Twenty-Five Thousand Dollars ($25,000.00) in U.S. funds (the
                “Loan”).





B.
            In
                consideration of the Loan, the Borrower has agreed to repay to the
                Lender
                the Loan subject to the terms and conditions herein contained.





**NOW
      THEREFORE THIS AGREEMENT WITNESSED** that in
      consideration of the mutual covenants and premises contained herein, the parties
      hereto agree as follows:





1.  The
      Lender will lend to the Borrower the Loan and the Borrower has agreed to repay
      the Loan to the Lender.





2.  Forthwith
      upon the execution of this Agreement, the Lender will advance to the Borrower
      the Loan, which sum will accrue interest at a rate of Twelve Percent (12%)
      per
      annum, calculated monthly.





3.  The
      term
      of this Loan shall be sixty (60) days.





4.  The
      Loan
      will be evidenced by a promissory note duly executed by the Borrower for the
      Loan.





5.  The
      Borrower hereby represents that and warrants to the Lender that:





(a)  it
      has
      full power, authority and legal right to incur the indebtedness provided for
      in
      this Agreement, to execute and to deliver this Agreement and a promissory note
      with respect thereto and,





(b)  it
      is not
      in breach or in default of any other agreement to which it is a party or which
      is binding upon Borrower, which has a material adverse affect on the ability
      of
      the Borrower to fulfill and perform Borrower’s obligations hereunder or under
      the promissory note.




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6.  The
      parties hereto shall deliver to each other such further documentation and shall
      perform such further acts as and when the same may be required to carry out
      and
      give effect to the terms and intent of this Agreement.





7.  All
      notices given in connection with this Agreement shall be in writing and shall
      be
      personally delivered to the parties at the addresses as set out above. Any
      such
      notices personally delivered shall be deemed delivered on the day of delivery.
      Any party hereto may, from time to time, change its address for service by
      notice in writing to the other party hereto.





This
      Agreement may only be amended by further written agreement executed and
      delivered by all of the parties hereto. No waiver or consent by a party of
      or to
      any breach or default by any other party shall be effective unless evidenced
      in
      writing, executed, and delivered by the party so waiving or consenting and
      no
      waiver or consent effectively given as aforesaid shall operate as a waiver
      of or
      consent to any further or other breach or default in relation to the same or
      any
      other provision of this Agreement.





9.  This
      Agreement may not be assigned by the Borrower in whole or in part without the
      prior written consent of the Lender.





10.  This
      Agreement contains the entire agreement of the parties hereto pertaining to
      the
      subject matter hereof and supersedes any and all previous written and oral
      agreements among the parties with respect to the subject matter
      hereto.





11.  This
      Agreement shall ensure to the benefit of and be binding upon the parties hereto
      and their respective successors, personal representatives, executors and
      permitted assigns.





12.  This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the Province of British Columbia and the parties irrevocably attorn to the
      jurisdiction of the courts of such Province.





13.  This
      Agreement may be executed in counterpart, each of which such counterpart,
      whether in original or facsimile form, notwithstanding the date or dates upon
      which this Agreement is executed and delivered by any of the parties, shall
      be
      deemed to be an original and all of which shall constitute one and the same
      agreement, effective as of the reference date given above.




**VCF
              CAPITAL CORP.**
            
            **AMERICAN
              PETRO-HUNTER, INC.**By:
            
            
            By:Name:
                William Friesen, President
            
            
            Name:
                William Friesen, President




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**PROMISSORY
      NOTE**





1.  The
      undersigned hereby promises to pay to VCF Capital Corp., on or before December
      18, 2006, the sum of Twenty-Five Thousand Dollars ($25,000.00) in U.S. funds
      (the “Principal Sum”), together with interest on such sum at a rate of twelve
      percent (12%), per annum, which interest shall be calculated monthly, both
      before and after maturity or default, and shall be payable on
      maturity.





2.  The
      undersigned may prepay all or any part of the Principal Sum at any time without
      notice, bonus or penalty, upon payment of all interest accrued thereon but
      unpaid on the date of the prepayment.





3.  The
      undersigned agrees to pay the Principal Sum, together with interest as herein
      provided, regardless of any set-off claim, which may be asserted by or on behalf
      of the undersigned.





4.  This
      Promissory Note shall be governed and construed in accordance with the laws
      of
      the Province of British Columbia and the laws of Canada in force in such
      province from time to time and shall not be negotiable.





5.  The
      Promissory Note is issued in connection with the Loan Agreement between VCF
      Capital Corp. and American Petro-Hunter, Inc., dated October 18,
      2006.





Dated
      this 18 th day of
      October, 2006.


**AMERICAN
              PETRO-HUNTER, INC.**By:Name:Pat
                McGowan, President


By:Name:Mike
                Veldhuis




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