Cheetah Oil & Gas Ltd.: Exhibit 10.1- Filed by newsfilecorp.com






LOAN AGREEMENT 

THIS AGREEMENT is made as of September 13th, 2010 

BETWEEN:

CHEETAH OIL & GAS LTD., a
corporation incorporated under the 
laws of Nevada, having an office at 17
Victoria Road, Nanaimo, 
British Columbia, V9R 4N9 

(the “Borrower”)

AND:

Cornelius O’Connell., a person, having
a residence at 919 St. Charles Street, 
Victoria, British Columbia, V8S
3P7.

(the “Lender”)

WHEREAS:

	A. 	
      The Borrower has requested and the Lender has agreed to
      lend to the Borrower an aggregate principal amount of $24,000 USD (the
      “Loan), to be used by the Borrower for the PP-F 12-5 well at Belmont Lake
      Mississippi;

	 	 
	B. 	
      The parties wish to record the terms and conditions of
      the Loan to be made pursuant to the terms of this
  Agreement.



NOW THEREFORE THIS AGREEMENT WITNESSESS that pursuant to the
premises and in consideration of the mutual covenants contained in this
Agreement and the agreement of the Lender to advance funds to the Borrower, the
parties covenant and agree as follows:

	1. 	
      LOAN

	 	 
	1.1 	
      Loan. The Lender will advance funds on the following day:
      September 13th 2010

	 	 
	1.2 	
      Interest Rate. The loan is to bear interest from the date
      the funds are advanced to the Borrower to the date of full repayment of
      all amounts outstanding under the Loan at 15% per annum, accruing daily
      before as well as after maturity, default or judgment (the “Interest
      Rate”).

	 	 
	1.3 	
      Payment of Principal and Interest. The Borrower will pay
      to the Lender in full the principal amount of the Loan
and all accrued Interest on the earlier to occur of:








	 	(a) 	
      Interest accrues daily and paid quarterly;

	 	 	 
	 	(b) 	
      Payment of Principal two years from when the Borrower
      receives the funds; or

	 	 	 
	 	(c) 	
      At anytime the Borrower wishes to pay back the loan
      during the two year term; or

	 	 	 
	 	(d) 	
      the date that is 30 days following receipt from the
      Lender of a written demand for repayment in the event of
  default;




	
    1.4 
	
      Repayment. The Borrower can pay the loan back at any time
      in part or in full during the two year loan period without penalty but no
      later than September 13th 2012. 




	1.5 	
      Applications of Payments. All payments of cash made by
      the Borrower to the Lender are to firstly be applied to interest and
      secondly to the principal balance outstanding under the Loan.

	 	 	 
	1.6 	
      Manner of Payments. The Borrower will make all payments
      to the Lender under this Agreement by wire transfer, cheque, direct
      deposit or bank draft in immediately available funds to such account or
      accounts of the Lender as the Lender may direct from time to
  time.

	 	 	 
	2. 	
      COMPENSATION TO LENDER

	 	 	 
	2.1 	
      Upon the Borrower receiving the funds in full, the
      Borrower will deliver to the Lender a warrant certificate in the amount of
      200,000 Warrants.

	 	 	 
	2.2 	
      Conversion Price. Each Warrant is priced at 12 cents in
      US Dollars.

	 	 	 
	2.3 	
      Warrants. Each warrant exercisable at 12 cents in US
      Dollars for one share for a period of three years expiring on Sept
      13th 2013.

	 	 	 
	3. 	
      REPRESENTATIONS AND WARRANTIES

	 	 	 
	3.1 	
      Representations and Warranties of the Borrower. The
      Borrower represents and Warrants to the Lender that:

	 	 	 
		(a) 	
      it has been duly incorporated, validly exists and is in
      good standing under the jurisdiction of its incorporation and each
      jurisdiction where it carries on business and has been duly licensed to
  carry on business in all jurisdictions where it is carrying on business,









	 	(b) 	
      it has the power and authority to enter into, execute and
      deliver and to keep, observe and perform all of the covenants, agreements
      and other obligations made by or imposed on it under this Agreement and
      the Security Agreement (together the “Loan Documents”).

	 	 	 
	 	(c) 	
      there are no suits or judicial proceedings or proceedings
      before any governmental commission, board or other agency, actual, pending
      or to its knowledge threatened against it which involves a significant
      risk of a judgment or liability which, if satisfied, would have an adverse
      effect upon its financial position or the ability to meet its obligations
      under this Agreement or to grant the Loan
Documents.





	3 	
      SECURITY OF LOAN

	 	 	 
	3.1 	
      As security for the Borrower’s obligations under the Loan
      Agreement, the Borrower has agreed to pledge first charge on 100% of the
      Company’s 8% gross interest in the PPF-12 oil well at Belmont Lake
      Mississippi currently held until the debt is paid in full.

	 	 	 
	4 	
      COVENANTS

	 	 	 
	4.1 	
      Affirmative Covenants. Until such time that the Loan and
      any outstanding Interest are repaid in full, the Borrower will:

	 	 	 
		(a) 	
      pay all amounts due and owing to the Lender when
    due;

	 	 	 
		(b) 	
      at all times maintain its corporate existence and be
      registered or licensed to carry on business in all jurisdictions where the
      nature of its business makes it prudent to do so;

	 	 	 
		(c) 	
      preserve and protect the goodwill, assets, business and
      undertaking of the Borrower;

	 	 	 
	5. 	
      EVENTS OF DEFAULT

	 	 	 
	5.1 	
      Events of Default. Each of the following events
      constitutes a default by the Borrower under this Agreement (each, an
      “Event of Default”), unless the Lender Agrees to waive such
  default:

	 	 	 
		(a) 	
      the Borrower fails to pay any amount owing to the Lender
      under this Agreement when due, and such amounts remains unpaid for fifteen
      days;








		(b) 	
      any of the representations or warranties of the Borrower
      in this Agreement are misleading, or incorrect in any material
    respect;

	 	 	 
		(c) 	
      an order is made or a resolution passed for the
      liquidation or winding-up of the Borrower; or

	 	 	 
		(e) 	
      if the Borrower becomes insolvent, admits in writing its
      inability to pay its debts as they become due or otherwise acknowledges
      its insolvency, commits an act of bankruptcy, makes an assignment or bulk
      sale of its assets.

	 	 	 
	5.2 	
      Remedies for Events of Default. Upon the occurrence of an
      Event of Default, the Lender may:

	 	 	 
		(a) 	
      immediately declare due and payable the outstanding
      balance of the Loan and any unpaid accrued interest without presentment of
      the Notes, and without demand, protest or other notices of any kind, all
      of which are expressly waived by the Borrower; and/or

	 	 	 
	5.2 	
      (b) 
	exercise any and all rights, powers, remedies and
      recourses available to the Lender under the Loan Documents, at law, in
      equity or otherwise.
	 	 	 
	5.3 	
      Waiver of Default. The Lender may, in writing in his
      absolute discretion at any time and from time to time, waive any breach by
      the Borrower of any of its covenants in this Agreement, provided that any
      such waiver does not constitute a continuing waiver and does not
      constitute a waiver of any other term or provision of this
    Agreement.

	 	 	 
	5.4 	
      No Waiver. No failure or delay on the part of the Lender
      in exercising any right, power or privilege under this Agreement operates
      as a waiver thereof; nor does any single or partial exercise of any right,
      power or privilege under this agreement preclude any other or further
      exercise thereof or the exercise of any other right, power or privilege.
      The rights and remedies in this Agreement expressly specified are
      cumulative and not exclusive of any rights or remedies which the Lender
      would otherwise have. The acceptance by the Lender of any payment of or on
      account of the Loan after a default or of any payment on account of any
      partial default is not to be construed to be a waiver of any right to take
      advantage of any future default or of any past default not completely
      cured thereby.

	 	 	 
	6. 	
      GENERAL

	 	 	 
	6.1 	
      Currency. All references to dollars or currency in this
      Agreement are to United States dollars.

	 	 	 
	6.2 	
      Governing Law. This Agreement and all matters arising
      under it are to be governed by and construed in accordance with the laws
      of the Province of British Columbia and the federal laws of Canada
      applicable therein, and each of the parties submit and attorn to the
  jurisdiction of the courts of British Columbia.









	6.3 	
      Headings. The headings are inserted for convenience only
      and are not to affect the interpretation of this Agreement.

	 	 
	6.4 	
      Notice. All notices, demands and payments under this
      Agreement must be in writing and may be delivered personally, via e-mail
      or by facsimile transmission to the addresses set out on the first page of
      this Agreement or to such other addresses as may from time to time be
      notified in writing by the parties. All notices will be deemed to have
      been given and received on the next business day following the date of
      transmission or delivery, as the case may be.

	 	 
	6.5 	
      Co-operation. Each of the parties will execute all such
      further documents and do all such further things as may reasonably be
      required by another party in order to give full effect to this
      Agreement.

	 	 
	6.6 	
      Fees and Expenses. The Borrower will pay to the Lender
      all of its reasonable legal and other fees and disbursements in respect of
      the Loan, including the preparation, execution and carrying out of this
      Agreement, and on default will pay all costs, charges and expenses of the
      Lender taken to protect the Loan.

      All such costs and expenses are payable by the Borrower
        to the Lender on demand, and in default of payment are to bear interest at
      the Interest Rate.

      
	 	 
	6.7 	
      Confidentiality. All documents associated with this
      transaction are to be confidential and the parties will not disclose such
      documents to any other person except as may be required by law. Each party
      will use its reasonable efforts to provide prior notice to the other
      parties of any such discloser.



AS EVIDENCE OF THEIR AGREEMENT the parties have caused this
Loan Agreement to be executed and delivered as of the date first noted
above.

	CHEETAH OIL & GAS
      LTD. 	 
	 	 	 
	 	 	 
	Per: 	/s/ signed 	 
	 	Authorized Signatory 	 
	 	 	 
	 	 	 
	 	 	 
	CORNELIUS O’CONNELL.
    	 
	 	 	 
	 	 	 
	Per: 	/s/ signed 	 
	 	Authorized Signatory