Cheetah Oil & Gas Ltd.: Exhibit 10.2 - Filed by newsfilecorp.com






ASSET PLEDGE

THIS ASSET PLEDGE AGREEMENT dated for reference September 13,
2010,

BETWEEN:

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

(“Secured Party”)

AND:

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

(“Debtor”)

WITNESS THAT WHEREAS:

A.          
Pursuant to a Loan Agreement (hereinafter called the “Loan Agreement”) dated as
of September 13, 2010 between the Secured Party and the Debtor, the Secured
Party agreed, on the terms and conditions therein set out, to loan $24,000 to
the Debtor.

B.          
As security for the Debtor’s obligations under the Loan Agreement and any
promissory notes issued by the Debtor pursuant thereto, the Debtor has agreed to
pledge first charge on the assets of the Company’s 100% interest in the
company’s 8% gross interest currently held in the PPF-12 oil well at Belmont
Lake Mississippi until the debt is paid in full.

C.          
Terms used in this Agreement that are defined in the Loan Agreement, unless the
context otherwise requires or unless they are otherwise defined herein, shall
have the meanings given to them in the Loan Agreement

               THEREFORE
in consideration of the premises and of other valuable consideration:

1.          
the Debtor irrevocably covenants and agrees with the Secured Party that upon the
occurrence of an Event of Default under of the Loan Agreement or upon a demand
for payment under a promissory note issued there under, the Secured Party shall
be entitled and shall have the right and the power to do or cause to be done any
or all of the following:




1.1          
the Secured Party may, forthwith without any advertisement and without any other
notice or formality, all of which are hereby irrevocably waived, sell 100% of
the Debtors 8% gross interest in the PPF-12 oil well of the Company by public or
private sale for such price in money or other consideration and upon such terms
and conditions as it deems best, as fully and effectually as if the Secured
Party were the absolute owner thereof;

1.2          
the Secured Party may hold all income from the Pledged Security, and the
proceeds of any collection or realization of the Pledged Security, after
deduction of all expenses thereof, which with interest shall be borne by the
Debtor, as security as aforesaid and/or applied against any of the Obligations
as the Secured Party deems best;

1.3          
the Secured Party may compound, compromise, grant extensions, take and give up
securities, accept compositions, grant releases and discharges and otherwise
deal with the Debtor and others and the Pledged Security as it sees fit, without
prejudice to any of its rights;

1.4          
the Secured Party may exercise all rights and powers and perform all acts of
ownership in respect of the Pledged Security to the same extent as the Debtor
might do and the Debtor shall forthwith repay all consequent outlay and expense
with interest;

1.5          
the Secured Party, or any officer thereof, or any of them, as the attorney
irrevocable of the Debtor, with full powers of substitution, may transfer or
cause the redemption or repurchase of all or any of the Pledged Security and may
fill in any blanks in any asset transfers, bonds or debentures or any power of
attorney or other documents delivered to any of them or it or deliver any notice
required to be sent to CHEETAH OIL & GAS LTD. in respect of any redemption
or repurchase or otherwise;

1.6          
at the request of the Secured Party, the Debtor will, at its own expense,
execute all such transfers and documents as may be reasonably required, with all
such powers of sale and other necessary powers as may be expedient for vesting
in the Secured Party, or such person or persons as the Secured Party may
appoint, all and every of the Pledged Security.

2.           
 the Debtor covenants and agrees with the Secured Party that:

2.1          
the Secured Party may delegate its powers and any delegate may sub-delegate the
same and any of the powers hereby given may be exercised in the name and on the
behalf of the successors and assigns of the Debtor;

2.2          
the Secured Party shall have the right but shall not be bound nor required to
exercise any option or right which the holder of any Pledged Security may at any
time have;




2.3          
the Secured Party shall not be bound under any circumstances to realize upon the
Pledged Security or to allow any Pledged Security to be sold, redeemed or
repurchased, and shall not be responsible for any loss occasioned by any sale of
any of the Pledged Security or by the retention of or refusal to sell the same,
nor shall the Secured Party be obliged to collect or see to the payment of
dividends or interest theron, but all such dividends or interest shall be
forthwith paid to the Secured Party and until so paid shall be held by the
Debtor in trust for the Secured Party;

2.4          
all costs and charges incurred by the Secured Party with reference to the
Pledged Security or the realization thereof (including therein all solicitor and
counsel and court costs paid) shall be added to the Obligations and shall be a
first charge upon the moneys received;

2.5          
any written notice to the Debtor hereunder shall be given in the manner provided
for in the Loan Agreement;

2.6          
this Asset Pledge Agreement shall be deemed to have been made in the province of
British Columbia and shall be governed by and interpreted in accordance with the
laws of the Province of British Columbia and the laws of Canada applicable
therein: and

3.            
Notwithstanding anything to the contrary herein, prior to the Secured Party
taking ownership or disposing of the Pledged Security, the Secured Party shall
give written notice (the ”Notice”) to the Debtor requesting that the parties
forthwith meet and attempt in good faith to agree upon the fair market value of
the Pledged Security. If the Secured Party and the Debtor are able to reach an
agreement on the fair market value of the Pledged Security, such agreed value
shall be deemed to be their fair market value. If the Secured Party and the
Debtor are for any reason unable to reach agreement on the fair market value of
the Pledged Security with 10 days of the delivery of the Notice, then the
Secured Party shall have the right to value the assets without further
consultation to the Debtor.

The Asset Pledge Agreement shall enure to the benefit of the
Secured Party and be binding upon the Debtor and their respective successors and
assigns.

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