Exhibit 10.7

                       REVOLVING LINE OF CREDIT AGREEMENT

                                 April 30, 2004


Gulfport  Energy  Corporation
14313  North  May,  Suite  100
Oklahoma  City,  OK  73134

Ladies  and  Gentlemen:

     CD Holding, LLC, a Delaware limited liability company ("Lender") is pleased
to  offer  a  revolving  line  of  credit  financing facility to Gulfport Energy
Corporation,  a Delaware corporation (the "Borrower"), pursuant to the following
terms  and  conditions:

     1.   Revolving  Line  of  Credit  Facility.

          (a)  Subject  to  the  terms and conditions of this loan agreement (as
     amended,  supplemented, waived or modified from time to time after the date
     hereof,  this  "Loan Agreement"), Lender shall, from time to time after the
     date  hereof  and up to the Commitment Termination Date (as defined herein)
     make  advances  to  the  Borrower ("Loans") not to exceed $3,000,000 in the
     aggregate  outstanding  at  anytime  (the  "Commitment")  which  shall bear
     interest  at  a  Base  Rate  of 10% per annum to be used solely to fund its
     capital  and  operating  expenses.

          (b)  The Loans will be evidenced by a revolving promissory note of the
     Borrower,  substantially in the form of Exhibit A hereto (together with all
     amendments  and  supplements  thereto,  substitutions  therefor,  and  all
     renewals,  extensions,  modifications,  rearrangements and waivers thereof,
     the  "Note"),  with  payment  terms,  interest rate, and other terms as set
     forth therein. This Loan Agreement, the Note, the Loan Request Certificates
     (as  defined  below)  and all other documents, certificates and instruments
     related to this Loan Agreement or the Loans, whether furnished before or as
     of the date hereof, or from time to time hereafter, as each may be amended,
     supplemented,  waived, or modified from time to time, shall be collectively
     referred  to  herein  as  the  "Loan  Documents."

          (c)  The  Commitment  shall terminate upon the "Commitment Termination
     Date,"  which  shall  be the earlier to occur of (i) the termination of the
     Commitment pursuant to Paragraph 5 of this Loan Agreement, (ii) the closing
     on  a  Rights  Offering (as defined herein) and (iii) August 1, 2005. Until
     the  Commitment  Termination  Date,  the Borrower may use the Commitment by
     borrowing,  prepaying  the Loans (in whole or in part, at any time and from
     time  to time, without premium or penalty) and reborrowing, all pursuant to
     the  terms  and  conditions  of  this  Loan  Agreement.  On  the Commitment
     Termination  Date,  any  outstanding amount of the loans shall be repaid in
     full.


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Gulfport Energy Corporation
April 30, 2004
Page 2


          (d) If Borrower conducts an offering (the "Rights Offering") of rights
     ("Rights")  to  purchase  shares  of  its common stock, par value $0.01 per
     share  ("Common  Stock"), or otherwise sells or agrees to sell Common Stock
     to  Lender  during  the  term  of  this  Loan Agreement, Lender may, at its
     option,  apply all or part of the principal amount of all outstanding Loans
     plus  all accrued and unpaid interest owed on the Loans (i) to the exercise
     of  Rights issued to Lender in the Rights Offering, or (ii) to the purchase
     price  for  such Common Stock, as the case may be. To the extent all of the
     outstanding  Loans plus all accrued and unpaid interest on the closing date
     of  the Rights Offering or sale of Common Stock, as the case may be, is not
     applied  by  Lender  to the exercise of Rights or purchase of Common Stock,
     the  remaining amounts due shall be repaid to Lender out of the proceeds of
     the  Rights  Offering  or  sale  of  Common  Stock.

     2.   Conditions to  Funding.  The  funding  of  each Loan is subject to the
satisfaction  or  waiver  by Lender of each of the following conditions, in each
case  satisfactory  in form and substance to Lender and its counsel, in its sole
and  absolute  discretion:

          (a)  The  Borrower  shall  have  executed  and  delivered  to Lender a
     certificate  in  a  form  acceptable  to  Lender requesting a Loan (a "Loan
     Request  Certificate")  at least ten business days prior to the date of the
     requested  Loan;

          (b)  The  Borrower  shall  have  executed  and delivered the following
     documents  to  Lender  prior  to  the  date  of  requested  Loan:

               (i)  This  Loan  Agreement;

               (ii)  The  Note;  and

               (iii)  Such other documents, opinions, certificates and evidences
          as  Lender  shall  deem  necessary  or  advisable;

          (c)  Each  of  the  representations  and  warranties  made  in, and in
     connection  with, the Loan Documents shall be true, correct and complete in
     all  material  respects;

          (d) No Event of Default (as defined herein) shall have occurred and be
     continuing;  and

     3.   Representations and  Warranties.  In  order  to induce Lender to enter
into  this Loan Agreement and to make Loans to the Borrower, the Borrower hereby
represents  and  warrants to Lender, as of the date hereof and as of the date of
each extension of credit hereunder, and with respect to subsection (i) hereof at
all  times  hereafter  that  the  Loans  are  outstanding,  that:


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Gulfport Energy Corporation
April 30, 2004
Page 3


          (a)  Organization;  Powers.  The  Borrower  (i)  is a corporation duly
     organized,  validly  existing  and  in  good  standing  under  the  laws of
     Delaware,  (ii)  has all requisite corporate power and authority to own its
     property  and  assets  and to carry on its business as now conducted and as
     proposed  to  be  conducted,  (iii)  is  qualified  to do business in every
     jurisdiction  where such qualification is necessary, (iv) has the corporate
     power  and  authority  to  execute,  deliver  and perform each agreement or
     instrument  contemplated  hereby to which it is or will be a party, and (v)
     is  in  compliance  with  all  laws,  rules,  regulations  and  orders
     ("Requirements  of  Law")  of  governmental  bodies,  including  courts
     ("Governmental  Authorities")  except  where the failure to so comply would
     not  have  a  material  adverse  effect  on  the  Borrower.

          (b)  Authorization.  The  execution,  delivery  and performance by the
     Borrower of the Loan Documents and the borrowing of the Loans (i) have been
     duly  authorized  by  all  requisite  corporate  action  on the part of the
     Borrower,  and  (ii)  will not (x) violate (A) any Requirement of Law or of
     the  certificate  of  incorporation  or  bylaws of the Borrower, or (B) any
     indenture,  agreement  or other instrument to which the Borrower is a party
     or  by  which  its  property is bound, (y) be in conflict with, result in a
     breach  of  or  constitute  (with  due  notice  or lapse of time or both) a
     default  under  any  such  indenture, agreement or other instrument, or (z)
     result  in the creation of imposition of any lien or security interest upon
     any  property  or  assets  of  the  Borrower.

          (c)  Validity  and  Binding  Nature. The Loan Documents have been duly
     executed  and  delivered  by  the Borrower and are legal, valid and binding
     obligations of the Borrower, enforceable against the Borrower in accordance
     with  their  respective terms (except as enforcement thereof may be limited
     by  bankruptcy,  reorganization,  insolvency,  moratorium  or  other  laws
     affecting  the  enforcement  of  credits'  rights  generally).

          (d)  No  Default. The Borrower is not in default under or with respect
     to  the  terms  of any material contractual obligation. No Event of Default
     has  occurred  and  is  continuing.

          (e) Consents and Filings. No consent, approval or authorization of, or
     registration  or filing with, any Governmental Authority or other person or
     entity  is  required  in  connection  with  (i) the execution, delivery and
     performance  by the Borrower, or the validity or enforceability against the
     Borrower,  of  the  Loan  Documents,  or  (ii)  the  Loans.

          (f)  No Material Litigation. (i) No material litigation, investigation
     or  proceeding of or before any arbitrator or any Governmental Authority is
     pending  or, to the knowledge of the Borrower, threatened by or against the
     Borrower, and (ii) there are no undisclosed outstanding or unpaid judgments
     against  the  Borrower.


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Gulfport Energy Corporation
April 30, 2004
Page 4


          (g)  Use  of  Borrowings.  Borrowings  by the Borrower under this Loan
     Agreement  will  only be used to fund the capital and operating expenses of
     the  Borrower.

          (h)  Disclosure. No representation or warranty made by the Borrower in
     any Loan Document and not subsequently corrected in writing, nor any filing
     made  by  the  Borrower  with  any Governmental Authority, contains or will
     contain  any  untrue  statement of a material fact or omits or will omit to
     state  any material fact necessary to make the statements herein or therein
     not  misleading.

          (i)  Restricted  Debt.  The Borrower shall not in any manner owe or be
     liable  for  any debt other than (i) the existing debt to Bank of Oklahoma,
     N.A.,  and  (ii)  debt  incurred  in  the  ordinary  course  of  business.

     4.  Events  of  Default .  The occurrence of any of the following specified
events  shall  constitute  an  "Event  of  Default":

          (a)  Nonpayment. The Borrower shall fail to pay when due any principal
     of  or  interest  on  the  Note,  or any other amount payable thereunder or
     hereunder.

          (b) Bankruptcy. The Borrower or any of its subsidiaries shall commence
     a voluntary case concerning itself under Title 11 of the United States Code
     entitled  "Bankruptcy"  as  now  or  hereafter  in effect, or any successor
     thereto, or any similar statute or other law as now or hereafter in effect,
     or any successor thereto (the "Bankruptcy Code"); or an involuntary case is
     commenced  against the Borrower or any of its subsidiaries and the petition
     is  not  controverted  within  10 days, or is not dismissed within 60 days,
     after commencement of the case; or a custodian, liquidator or similar party
     is  appointed  for,  or takes charge of, all or any substantial part of the
     property of the Borrower or any of its subsidiaries; or the Borrower or any
     of   its   subsidiaries   commences   any   other   proceeding   under  any
     reorganization,  arrangement,  adjustment  of  debt,  relief  of   debtors,
     dissolution,  insolvency  or liquidation or similar law of any jurisdiction
     whether  now  or  hereafter  in  effect  relating  to  the Borrower or such
     subsidiary  or  there  is  commenced  against  the  Borrower  or any of its
     subsidiaries  any such proceeding which remains undismissed for a period of
     60  days;  or  the  Borrower  or  any  of  its  subsidiaries is adjudicated
     insolvent  or bankrupt; or any order of relief or other order approving any
     such  case  or  proceeding  is  entered;  or  the  Borrower  or  any of its
     subsidiaries suffers any appointment of any custodian or the like for it or
     any  substantial  part of its property to continue undischarged or unstayed
     for a period of 60 days; or the Borrower or any of its subsidiaries makes a
     general  assignment for the benefit of creditors; or the Borrower or any of
     its  subsidiaries shall fail to pay (except with respect to debts which are
     being  reasonably  contested),  or shall state that it is unable to pay, or
     shall  be  unable  to  pay,  its debts generally as they become due; or the
     Borrower  or  any of its subsidiaries shall call a meeting of its creditors
     with  a  view to arranging a composition or adjustment of its debts; or the
     Borrower or any of its subsidiaries shall be any act acquiescence in any of


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Gulfport Energy Corporation
April 30, 2004
Page 5


     the  foregoing;  or any corporate action is taken by the Borrower or any of
     its  subsidiaries  for  the  purpose  of  effecting  any  of the foregoing;

          (c)  Nonpayment of Other Indebtedness. The Borrower shall fail to make
     any payments aggregating U.S.$10,000 or more of principal of or interest on
     any  indebtedness or other obligations of the Borrower when due (whether at
     stated  maturity,  by  acceleration,  on  demand or otherwise) after giving
     effect  to  any  applicable  grace  periods.

          (d)  Nonperformance.  The Borrower shall fail (other than as specified
     in  subsections  (a),  (b) or (c) above) to duly observe, perform or comply
     with any covenant, agreement, condition or provision of this Loan Agreement
     or  the  Note, and such failure remains unremedied for a period of ten (10)
     days  after  notice  of  such failure is given by a Lender to the Borrower.

          5.   Remedies.

          (a)  Simultaneously  with  the  occurrence  of  any  Event  of Default
     described  in Subparagraph 4(b) of this Loan Agreement, the following shall
     occur  automatically  without  any  action  being  taken by Lender: (i) the
     Commitment  shall  terminate,  and  (ii) all obligations of the Borrower to
     Lender  shall  become due and payable, whereupon an amount equal to the sum
     of  the  outstanding  principal balance of the Note, any accrued but unpaid
     interest  and  all  other  fees  and amounts owing thereunder and under any
     other  Loan  Document  to  Lender  shall  become  due  and payable, without
     presentment,  demand,  protest,  notice  of  protest,  notice  of intent to
     accelerate,  notice of acceleration or any other notice of any kind, all of
     which  are  hereby  expressly  waived,  anything contained herein or in any
     other  document  to  the  contrary  notwithstanding.

          (b)  Upon  the  occurrence  of  any  Event of Default not described in
     Subparagraph  4(b)  of this Loan Agreement, at the option of Lender, Lender
     may,  by  written  notice  to  the  Borrower,  take  either  or both of the
     following  actions,  at  the  same  or  different  times: (i) terminate the
     Commitment,  and  (ii) declare all obligations of the Borrower to Lender to
     be  forthwith  due and payable, whereupon an amount equal to the sum of the
     outstanding  principal balance of the Note, any accrued but unpaid interest
     and  all  other  fees and amounts owing thereunder and under any other Loan
     Document  to  Lender  shall  become  forthwith  due  and  payable,  without
     presentment,  demand,  protest,  notice  of  protest,  notice  of intent to
     accelerate,  notice of acceleration or any other notice of any kind, all of
     which  are  hereby  expressly  waived,  anything contained herein or in any
     other  document  to  the  contrary  notwithstanding.

     6.   Indemnity.  By  acceptance   of  this   Loan  Agreement,  the Borrower
unconditionally  agrees  (i)  to pay, indemnify and hold harmless Lender and its
directors,  officers,  members,  employees,  agents   and   counsel   (each,  an


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Gulfport Energy Corporation
April 30, 2004
Page 6


"Indemnified  Party")  from  and  against  any and all liabilities, obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements of any kind or nature whatsoever with respect to or arising out of
the  Loan  Documents  or  the  preparation,  execution,  delivery,  enforcement,
performance,  or  consummation thereof and the borrowings and other transactions
contemplated  therein or in connection therewith (collectively, the "Indemnified
Liabilities"), provided that the Borrower shall have no liability hereunder with
respect  to  Indemnified  Liabilities  arising  solely  from gross negligence or
willful misconduct by Lender or such other Indemnified Party, and (ii) to pay to
Lender  all  of  its costs and expenses (including the fees and disbursements of
Lender's inside and outside counsel) arising in connection with the preparation,
execution  and delivery of the Loan Documents (collectively, Lender's "Costs and
Expenses").  The  Borrower  further agrees that its liability in connection with
the  Indemnified  Liabilities  and  Lender's  Costs  and  Expenses  shall not be
released  or  diminished  by  the  occurrence  or failure to occur of any event,
including, but not limited to, Lender's failure, for any reason, with or without
cause,  to make Loans and the Borrower's obligations hereunder shall survive the
repayment  in  full  of  the  Loans  and any termination of this Loan Agreement,
unless  such  termination  specifically  terminates  this  Paragraph  and  the
Borrower's  obligations  hereunder.

     7.   Governing Law.  THIS LOAN AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND  ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF OKLAHOMA WITHOUT GIVING
EFFECT  TO  THE  CHOICE  OF  LAW  OR  CONFLICT  OF  LAWS  RULES  THEREOF.

     8.   Assignment.  The  Borrower  may not assign this Loan Agreement. Lender
may assign  this  Loan  Agreement  to  any  affiliate  of  Lender.

     9.   Counterparts.  This Loan  Agreement  may  be executed in any number of
counterparts,  each of which shall be deemed to be an original, and all of which
together  shall  constitute one and the same instrument notwithstanding that all
parties  are  not  signatories  to  each  individual  counterpart.

     10.  Limitation  on  Interest. It is the intention of the parties hereto to
comply  with  all  applicable  usury  laws,  whether  now  existing or hereafter
enacted. Accordingly, notwithstanding any provision to the contrary in this Loan
Agreement,  the Note, the other Loan Documents or any other document evidencing,
securing,  guaranteeing  or otherwise pertaining to indebtedness of the Borrower
to Lender, in no contingency or event whatsoever, whether by acceleration of the
maturity  of  indebtedness  of  the  Borrower  to Lender or otherwise, shall the
interest contracted for, charged or received by Lender exceed the maximum amount
permissible  under  applicable  law.   If  from   any  circumstances  whatsoever
fulfillment  of  any provisions of this Loan Agreement, the Note, the other Loan
Documents  or  of  any  other  document  evidencing,  securing,  guaranteeing or
otherwise  pertaining  to  indebtedness  of  the Borrower to Lender, at the time
performance of such provision shall be due, shall involve transcending the limit


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Gulfport Energy Corporation
April 30, 2004
Page 7


of  validity prescribed by law, then, ipso facto, the obligation to be fulfilled
shall  be  reduced  to  the  limit  of  such  validity,  and  if  from  any such
circumstances  Lender shall ever receive anything of value as interest or deemed
interest  by  applicable law under this Loan Agreement, the Note, the other Loan
Documents  or any other document evidencing, securing, guaranteeing or otherwise
pertaining to indebtedness of the Borrower to Lender or otherwise an amount that
would  exceed  the  highest  lawful  amount, such amount that would be excessive
interest  shall  be  applied  to  the reduction of the principal amount owing in
connection  with  this Loan Agreement or on account of any other indebtedness of
the Borrower to Lender, and not to the payment of interest, or if such excessive
interest  exceeds  the  balance  of principal owing in connection with this Loan
Agreement  and  such  other  indebtedness,  such excess shall be refunded to the
Borrower.  In  determining  whether  or  not  the  interest paid or payable with
respect  to  any  indebtedness  of  the  Borrower  to Lender, under any specific
contingency,  exceeds the highest lawful rate, the Borrower and Lender shall, to
the  maximum  extent   permitted  by  applicable  law,   (a)  characterize   any
non-principal payment as an expense, fee or premium rather than as interest, (b)
exclude  voluntary  prepayments  and the effects thereof, (c) amortize, prorate,
allocate  and  spread  the  total amount of interest throughout the full term of
such  indebtedness  so  that  the  actual  rate  of  interest on account of such
indebtedness  does  not  exceed  the maximum amount permitted by applicable law,
and/or  (d)  allocate interest between portions of such indebtedness, to the end
that  no  such portion shall bear interest at a rate greater than that permitted
by  law.  The terms and provisions of this paragraph shall control and supersede
every other conflicting provision of this Loan Agreement, the Note and the other
Loan  Documents.

     11.  [Intentionally  Omitted.]

     12.  Conversion.

          (a)  Right of Conversion. Lender shall have the right, at any time and
     from  time  to  time  during  the Conversion Period (as defined herein), at
     Lender's  option,  to  convert, subject to the terms and provisions of this
     Paragraph  12, any and all of the outstanding principal balance of the Note
     and/or  accrued  but  unpaid  interest  thereunder  into   fully  paid  and
     nonassessable  shares  of  Common  Stock  at  the   Conversion  Price.  The
     "Conversion  Price" shall mean $1.20 per share of Common Stock, as adjusted
     if  and as appropriate pursuant to the provisions of this Paragraph 12. The
     "Conversion  Period" shall mean the period beginning on the date the Rights
     Offering contemplated as of the date hereof has been canceled or terminated
     by the Board of Directors of the Borrower and ending on the date the entire
     outstanding  principal  balance  of  the Note together with any accrued but
     unpaid  interest  thereunder  have  been  repaid  in  full.  Prior  to   or
     simultaneously with the conversion by Lender of any of its principal of any
     Note,  all  accrued  but  unpaid  interest  on  the  principal amount being
     converted  must  be  converted  at  the  Conversion  Price.

          (b)  Mechanics of Exercise. The right of conversion shall be exercised
     by  Lender's  delivery  to  the Borrower during usual business hours at its
     principal  place  of business of a written notice that the Lender elects to
     convert  all or part of its principal of and accrued and unpaid interest on
     the  Note  and  specifying the name (with address) in which the certificate


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     for Common Stock is to be issued and, if the certificate is to be issued to
     a  person  or entity (collectively, a "Person") other than the Lender, by a
     written  instrument  of transfer in form satisfactory to the Borrower, duly
     executed  by the Lender, duly authorized in writing, together with transfer
     tax  stamps  or  funds  therefor  if  required pursuant to Subparagraph (i)
     below.  Notation  shall  be  made on the Note of the principal and interest
     converted.

          (c)  Time  of Conversion. As promptly as practicable after the written
     notice  of  conversion  has  been  delivered  to  the  Borrower,  as herein
     provided,  the  Borrower  shall  deliver  or  cause  to be delivered at the
     Borrower's  office a certificate for the shares of Common Stock issuable in
     connection  with  such  conversion.

          (d)  Adjustment  of  Conversion  Price.  The  Conversion  Price,  and
     consequently  the  number  of shares of Common Stock into which the Note is
     convertible,  shall  be  subject  to  adjustment  as  follows:

               (i)  Stock  Dividends,  Subdivisions  and Combinations. If at any
          time  the  Borrower  shall:

                    (A) take a record of the holders of its Common Stock for the
               purpose  of  entitling  them to receive a dividend payable in, or
               other  distribution  of,  additional  shares  of  Common  Stock;

                    (B)  subdivide its outstanding shares of Common Stock into a
               larger  number  of  shares  Common  Stock;  or

                    (C)  combine  its  outstanding shares of Common Stock into a
               smaller  number  of  shares  of  Common  Stock;

     then  in  each  such  case the Conversion Price in effect immediately prior
     thereto shall be adjusted so that the Lender thereafter surrendering any of
     its  principal  and/or interest for conversion shall be entitled to receive
     the  number  of shares of Common Stock that such Lender would have owned or
     have  been  entitled  to  receive  after the happening of any of the events
     described  above  had  such   principal  and/or  interest  been   converted
     immediately  prior  to  the  happening  of  such  event.

               (ii)  Reorganization,  Reclassification, Merger, Consolidation or
          Disposition  of  Assets.  In  case  the  Borrower shall reorganize its
          capital,  reclassify  its capital stock, consolidate or merge with and
          into  another  corporation  (where  the  Borrower is not the surviving
          corporation or where there is a change in or distribution with respect
          to  the  Common Stock of the Borrower), or sell, transfer or otherwise
          dispose  of  all  or  substantially  all  of  its  property, assets or


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Gulfport Energy Corporation
April 30, 2004
Page 9


          business  to  another  corporation  and, pursuant to the terms of such
          reorganization, reclassification, merger, consolidation or disposition
          of  assets,  shares  of  common  stock  of  the successor or acquiring
          corporation,  or  any  cash,  shares  of  stock or other securities or
          property  of  any  nature  whatsoever  (including  warrants  or  other
          subscription  or  purchase rights) in addition to or in lieu of common
          stock  of  the  successor or acquiring corporation ("Other Property"),
          are to be received by or distributed to the holders of Common Stock of
          the  Borrower,  then  the  Borrower shall, as a condition precedent to
          such transaction, cause effective provisions to be made so that Lender
          shall  have  the  right  thereafter to receive, upon conversion of its
          principal  and/or interest on the Note, solely the number of shares of
          common  stock  of  the  successor  or  acquiring corporation or of the
          Borrower,  if  it  is  the  surviving  corporation, and Other Property
          receivable  upon  or  as  a  result  of  such position of assets, by a
          holder  of  the  number  of  shares  of  Common  Stock  for which such
          principal  and/or  interest  would  have  been convertible immediately
          prior  to  such  event.   In   case  of   any   such   reorganization,
          reclassification, merger, consolidation or disposition of assets, such
          provisions  shall  include  the express assumption by the successor or
          acquiring  corporation  (if  other  than  the Borrower) of the due and
          punctual  observance  and  performance  of each and every covenant and
          condition  of  this  Loan  Agreement  and the Note to be performed and
          observed  by  the  Borrower  and  all  the obligations and liabilities
          hereunder,  subject to such modifications as may be deemed appropriate
          (as  determined  by  resolution  of  the  board  of  directors  of the
          Borrower)  in order to provide for adjustments of shares of the Common
          Stock  for  which  the  Note  is  convertible which shall be as nearly
          equivalent  as  practical  to  the  adjustments  provided  for in this
          Paragraph  12. For purposes of this Paragraph 12, "common stock of the
          successor  or  acquiring  corporation"  shall  include  stock  of such
          corporation  of  any  class  which is not preferred as to dividends or
          assets  over any other class of stock of such corporation and which is
          not  subject  to  redemption  and  shall also include any evidences of
          indebtedness,  shares  of   stock   or   other  securities  which  are
          convertible  into  or  exchangeable  for   any   such   stock,  either
          immediately  or  upon the arrival of a specified date or the happening
          of a specified event and any warrants or other rights to subscribe for
          or purchase any such stock. The foregoing provisions of this Paragraph
          12   shall    similarly    apply   to    successive   reorganizations,
          reclassifications,  mergers, consolidations or dispositions of assets.

               (iii)  When Adjustment Not Required. If the Borrower shall take a
          record of the holders of its Common Stock for the purpose of entitling
          them  to  receive a dividend or distribution and shall, thereafter and
          before  the  distribution to stockholders thereof, legally abandon its
          plan  to pay or deliver such dividend or distribution, then thereafter
          no adjustment shall be required by reason of the taking of such record
          and  any  such  adjustment previously made in respect thereof shall be
          rescinded  and  annulled.



<PAGE>

Gulfport Energy Corporation
April 30, 2004
Page 10


          (e)  No  Fractional  Shares. Instead of any fractional share of Common
     Stock  that  would  otherwise  be issuable upon conversion of any principal
     and/or  interest  on  the  Note,  the Borrower may pay a cash adjustment in
     respect  of  such  fraction  in an amount equal to the same fraction of the
     Conversion  Price.

          (f)  Notice  of  Adjustments.  Whenever  the Conversion Price shall be
     adjusted  pursuant  to  this  Paragraph  12,  the  Borrower shall prepare a
     certificate  to be executed by the president of the Borrower setting forth,
     in  reasonable detail, the event requiring the adjustment and the method by
     which  such adjustment was calculated (including a description of the basis
     on  which  the board of directors of the Borrower determined the fair value
     of  any  evidences  of  indebtedness,  shares of stock, other securities or
     property  or  warrants or other subscription or purchase rights referred to
     in  this Paragraph 12), specifying the Conversion Price and (if applicable)
     describing  the  number  and  kind  of  any  other shares of stock or Other
     Property  into  which  the  Note  may  be  converted, and any change in the
     purchase price or prices thereof, after giving effect to such adjustment or
     change. The Borrower shall promptly cause a signed copy of such certificate
     to  be  delivered to Lender. The Borrower shall keep at its chief executive
     office  copies  of all such certificates and cause the same to be available
     for  inspection  at said office during normal business hours by any Lender.

          (g)  No Stockholder Rights. Prior to the issuance of Common Stock upon
     conversion,  Lender  shall  not  be entitled to any rights of a stockholder
     with  respect to the Common Stock, including (without limitation) the right
     to  vote  such  Common  Stock,  receive  dividends  or  other distributions
     thereon, exercise preemptive rights or be notified of stockholder meetings,
     and  Lender  shall  not  be  entitled  to any notice or other communication
     concerning  the business or affairs of the Borrower except as contractually
     agreed  to  by  the  Borrower.

          (h)  Intentionally  Omitted.

          (i)  Taxes  and Charges. The issuance of certificates for Common Stock
     upon  the  conversion  of principal and/or interest under the Note shall be
     made  without  charge to the converting Lender for such certificates or for
     any  tax  in respect of the issuance of such certificates or the securities
     represented  thereby,  and  such  certificates  shall  be  issued  in  the
     respective  names  of,  or  in such names as may be directed by, the Lender
     converting  principal and/or interest; provided, however, that the Borrower
     shall not be required to pay any tax which may be payable in respect of any
     transfer involved in the issuance and delivery of any such certificate in a
     name  other  than that of the converting Lender, and the Borrower shall not
     be  required  to  issue  or  deliver  such certificates unless or until the
     Person  or  Persons  requesting the issuance thereof shall have paid to the
     Borrower the amount of such tax or shall have establish to the satisfaction
     of the Borrower that such tax has been paid.


<PAGE>

Gulfport Energy Corporation
April 30, 2004
Page 11


          (j)  Shares to be Reserved. The Borrower covenants that it will at all
     times  reserve and keep available out of its authorized but unissued Common
     Stock,  free  from  preemptive rights, solely for the purpose of issue upon
     conversion  of  Notes  as  herein provided, such number of shares of Common
     Stock as shall then be issuable upon the conversion of all principal of and
     accrued  but  unpaid  interest  on  the  then-outstanding  Notes; provided,
     however,  in  the  event that there is not a sufficient number of shares of
     Common  Stock  authorized  and  reserved  to satisfy the obligations of the
     Borrower  under  this  Paragraph  12 and pursuant to the Rights Offering or
     sale  of  Common Stock, as the case may be, (i) the ability of the Borrower
     to  issue  shares  of  Common  Stock pursuant to this Paragraph 12 shall be
     subordinated  to  the Borrower's obligation to issue shares of Common Stock
     upon  consummation  of  the Rights Offering or sale of Common Stock, as the
     case  may  be,  (ii)  the  number  of  shares  of Common Stock reserved and
     available  out  of the Company's authorized but unissued Common Stock shall
     be  equal  to  the number of authorized but unissued shares of Common Stock
     minus  the  number  of  shares reserved for issuance pursuant to the Rights
     Offering  or  sale  of  Common  Stock, as the case may be, and (iii) Lender
     hereby  acknowledges  that  the  right  of  conversion  available to Lender
     pursuant  to  this  Paragraph  12  is available only if, and to the extent,
     there are shares of Common Stock available out of the Borrower's authorized
     but  unissued  Common  Stock  subsequent  to the consummation of the Rights
     Offering  or  sale  of  Common  Stock,  as  the  case  may be. The Borrower
     covenants  that  all  Common  Stock  which shall be so issuable shall, when
     issued,  be  duly  and  validly  issued  and  fully paid and nonassessable.

     13.  Miscellaneous.

          (a)  Entire  Agreement.  The  Loan  Documents  set  forth  the  entire
     agreement  among  the parties with respect to the subject matter hereof and
     supersede  all  prior  agreements  or  understandings   among  the  parties
     pertaining to the subject matter hereof, whether oral or written. There are
     no  warranties,  representations or other agreements between the parties in
     connection  with the subject matter hereof except as specifically set forth
     or  incorporated  herein.

          (b) Amendments & Waivers. No modification, amendment, or waiver of any
     provision  of, or consent required by, this Loan Agreement, nor any consent
     to  any  departure herefrom, shall be effective unless it is in writing and
     signed  by  the  parties  hereto.  Such  modification, amendment, waiver or
     consent  shall  be  effective  only  in  the  specific instance and for the
     purpose  for  which  given.

          (c)  Severability.  Whenever  possible,  each  provision  of this Loan
     Agreement  shall be interpreted in such manner as to be effective and valid
     under  applicable law, but if any provision of this Loan Agreement shall be
     prohibited  by  or  invalid  under  applicable law, such provision shall be


<PAGE>

Gulfport Energy Corporation
April 30, 2004
Page 12


     ineffective  to  the  extent  of  such  prohibition  or invalidity, without
     invalidating the remainder of such provision or the remaining provisions of
     this  Loan  Agreement.

          (d)  Survival.   Unless  otherwise   expressly  provided  herein,  all
     representations  and warranties, agreements and covenants contained in this
     Agreement  or  in  any  document delivered pursuant to this Agreement or in
     connection  with  this Agreement shall survive the closing and shall remain
     in  full  force  and  effect.

          (e)  Notices.  All  notices,  requests and other communications to any
     party  hereunder shall be in writing and sufficient if delivered personally
     or  sent  by  overnight  delivery  or  courier service, or by registered or
     certified  mail, postage prepaid, return receipt requested, or by facsimile
     (with  a  copy  sent  by  first  class  U.S.  mail),  addressed as follows:

To  Lender:          CD  Holding,  LLC
                     411  West  Putnam  Avenue
                     Greenwich,  CT  06830
                     Attn.:  Charles  E.  Davidson
                     Fax  No.:  203-862-7490

To  Borrower:        Gulfport  Energy  Corporation
                     14313  North  May,  Suite  100
                     Oklahoma  City,  OK  73134
                     Attn:  Mike  Liddell
                     Fax  No.:  405-848-8816

          (f)  Arbitration.  Each party agrees that any dispute or proceeding of
     any  kind  arising  under  or  relating to the rights or obligations of any
     party  under  this  Loan  Agreement  or  any of the Loan Documents shall be
     subject  to  mandatory  binding  arbitration.  Such  arbitration  shall  be
     conducted by a single arbitrator in Oklahoma City, Oklahoma under the rules
     of the American Arbitration Association. The arbitrator shall be authorized
     to  award  the  prevailing party the costs and expenses of the arbitration,
     including  reasonable  attorneys' fees and expenses. The parties agree that
     any  state  or  federal  court  located  in  the state of Oklahoma shall be
     authorized to enter an order in respect of an award in such arbitration and
     expressly  consent  to  the  jurisdiction  of such courts for such purpose.

          (g)  Section  Titles.  The  Section  titles  contained  in  this  Loan
     Agreement  are  and  shall be without substantive meaning or content of any
     kind  whatsoever  and  are  not a part of the agreement between the parties
     hereto.

                            [SIGNATURE PAGE FOLLOWS]



<PAGE>

Gulfport Energy Corporation
April 30, 2004
Page 13


     Please  indicate  your  agreement  of  the foregoing by signing below where
indicated  and  returning  a  copy  of  this  Loan  Agreement  to  Lender.

                                     Very  truly  yours,

                                     CD  HOLDING,  LLC


                                     By:/s/Charles E. Davidson
                                        ----------------------------------------
                                     Name:  Charles E. Davidson
                                          --------------------------------------
                                     Title:
                                           -------------------------------------



Agreed  and  Accepted
as  of  this  10th  day  of  May,  2004:

GULFPORT  ENERGY  CORPORATION


By:/s/Mike Liddell
   --------------------------------------
Name:  Mike Liddell
     ------------------------------------
Title:  CEP
      -----------------------------------
















<PAGE>


                                    EXHIBIT A

THE  SECURITIES  EVIDENCED  HEREBY  HAVE  BEEN  ISSUED  WITHOUT  REGISTRATION OR
QUALIFICATION  UNDER  THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE  SECURITIES  LAWS  AND  MAY  NOT  BE  SOLD, OFFERED FOR SALE, TRANSFERRED,
PLEDGED  OR HYPOTHECATED WITHOUT REGISTRATION OR QUALIFICATION UNDER THE ACT AND
ANY  APPLICABLE  STATE  SECURITIES LAWS UNLESS REGISTRATION, OR QUALIFICATION IS
NOT  REQUIRED  IN  CONNECTION  WITH  SUCH  DISPOSITION.


                            REVOLVING PROMISSORY NOTE


U.S.  $3,000,000             Oklahoma  City,  Oklahoma          April  30,  2004

     For  value  received,  the  undersigned,  GULFPORT  ENERGY  CORPORATION,  a
Delaware corporation (the "Borrower"), hereby promises to pay to the order of CD
Holding,  LLC, a Delaware limited liability company ("Lender"), at the addresses
identified in the Loan Agreement (defined below), or at such other place as from
time  to  time  may be designated by the holder of this Note, in lawful money of
the United States of America in immediately available funds, on or before August
1,  2005,  the  principal sum of the lesser of (A) THREE MILLION  DOLLARS AND NO
CENTS  (U.S.  $3,000,000),  and (B) the aggregate unpaid principal amount of all
Loans made by Lender to the Borrower pursuant to the loan agreement, dated as of
the  date hereof, by and between the Borrower and Lender (as such may be amended
or  otherwise  modified  from  time to time, the "Loan Agreement"), with accrued
interest  on  the  principal balance from time to time remaining unpaid from the
date  of  advancement until default or maturity at a rate per annum equal to the
lesser  of (a) the Maximum Rate (defined below), and (b)  the Base Rate (defined
below).  If,  at  any time, the Base Rate shall exceed the Maximum Rate, thereby
causing the interest herein to be limited to the Maximum Rate as provided for in
clause  (a)  then any subsequent changes in such rates shall not reduce the rate
of  interest  charged hereunder below the Maximum Rate until the total amount of
interest  accrued  hereon  equals the amount of interest that would have accrued
hereon  if  the  Base  Rate had been in effect at all times in the period during
which  the  rate  charged  hereon was limited to the Maximum Rate.  All past due
principal  and  interest  shall bear interest from maturity until paid at a rate
per annum equal to the lesser of (a) the Maximum Rate, and (b)  the Default Rate
(as  hereinafter  defined)  from  the date of such nonpayment until paid in full
(both  before  and  after  judgment).

     This  Note is the Note referred to in the Loan Agreement and is entitled to
the benefits thereof and of all documents executed in connection therewith.  All
capitalized  terms  not  otherwise  defined herein have the meanings assigned to
such terms in the Loan Agreement.  The Loan Agreement contains certain Events of
Default  relating  to  this  Note.

     The holder of this Note is authorized to record the date and amount of each
advance  hereunder  made  by  it  and  the  date  and  amount of each payment of


                                      A-1
<PAGE>

principal  hereof  on  the  schedule annexed hereto and made a part hereof or in
such  holder's  internal records and any such recordation shall constitute prima
facie  evidence  of  the  accuracy  of  the  information  so recorded; provided,
however, that the failure of such holder to make such a notation or any error in
any  such  notation shall not affect the obligation of the Borrower to repay all
advances  hereunder  in  accordance  with  the  terms  hereof  and  of  the Loan
Agreement.

     As  used  herein  the term "Base Rate" means with respect to each tranche a
per  annum interest rate equal to 10%.    The term "Default Rate" means the Base
Rate  plus  three  percent  (3%)  per  annum;  the term "Maximum Rate" means the
maximum  non-usurious interest rate permitted under applicable law; and the term
"applicable  law"  means  the  applicable  laws  of the State of Oklahoma or the
applicable laws of any other jurisdiction, whichever laws allow the greater rate
of  interest,  as  such laws now exist or may be changed or amended or come into
effect  in  the  future.

     Interest  hereunder  from  the date of each advancement hereof shall be due
and  payable  (i)  quarterly  in arrears on the last business day of each March,
June,  September  and December, commencing on September 30, 2004, and continuing
on  the  last  day  of  each third month thereafter, until maturity, (ii) at the
maturity  of  this  Note  (whether  at the stated maturity of August 1, 2005, by
acceleration  or  otherwise),  at which time the entire unpaid principal balance
hereof,  together  with  all  unpaid  accrued interest thereon, shall be due and
payable,  and  (iii)  after  maturity,  on  demand.

     Subject  to  the  provisions  of  the  paragraph  of  this Note that begins
"Interest  on  the indebtedness" (the tenth paragraph), each payment received by
Lender  shall  be applied pro rata based on Lender's participation first to late
charges  and  collection expenses, if any, due under the Loan Documents, then to
the  payment  of fees, if any, due under the Loan Documents, then to the payment
of  accrued  but  unpaid interest due hereunder, and finally to the reduction of
the  unpaid  principal  balance  hereof.

     Upon  the  occurrence  of  any  Event  of  Default  specified  in  the Loan
Agreement,  Lender  may,  at Lender's option, exercise any or all of the rights,
remedies,  powers  and  privileges  afforded under the Loan Documents or by law,
including, without limitation, the right to declare the unpaid principal balance
of  this  Note,  together with all accrued but unpaid interest on such principal
balance,  immediately  due  and  payable  without demand or notice and to offset
against  amounts  then  due  and  owing  on  this Note and sums deposited by the
Borrower  with  Lender  or  otherwise  owed  to  the  Borrower  by  Lender.

     No failure or delay on the part of Lender in exercising any right, power or
privilege  hereunder  and  no  course of dealing between the Borrower and Lender
shall  operate  as a waiver thereof; nor shall any single or partial exercise of
any  right,  remedy,  power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.

     Except  as  may  be  otherwise  provided  herein,  the  borrower,  signers,
sureties,  guarantors  and  endorsers  of  this  Note  severally  waive  demand,
presentment,  notice  or  dishonor,  notice  of  intent  to demand or accelerate
payment  hereof, notice of acceleration, diligence in collecting, grace, notice,
and  protest,  and  agree to one or more extensions for any period or periods of


                                      A-2
<PAGE>

time  and  partial  payments, before or after maturity, without prejudice to the
holder.  If  this  Note  shall  be  collected  by legal proceedings or through a
probate  or bankruptcy court, or shall be placed in the hands of an attorney for
collection  after  default  or maturity, the Borrower agrees to pay all costs of
collection,  including  reasonable  attorney's  fees.

     Interest on the indebtedness evidenced by this Note is expressly limited so
that  in  no  contingency  or  event  whatsoever, whether by acceleration of the
maturity of this Note or otherwise, shall be interest contracted for, charged or
received  by  Lender exceed the maximum amount permissible under applicable law.
If from any circumstances whatsoever fulfillment of any provisions of this Note,
the  Loan  Agreement,  the  other  Loan  Documents  or  of  any  other  document
evidencing,  securing,  guaranteeing or otherwise pertaining to the indebtedness
evidenced  hereby, at the time performance of such provision shall be due, shall
involve  transcending the limit of validity prescribed by law, then, ipso facto,
the  obligation  to be fulfilled shall be reduced to the limit of such validity,
and  if  from any such circumstances Lender shall ever receive anything of value
as  interest  or  deemed  interest  by  applicable law under this Note, the Loan
Agreement,  the other Loan Documents or any other document evidencing, securing,
guaranteeing  or  otherwise  pertaining  to the indebtedness evidenced hereby or
otherwise  an  amount  that  would exceed the highest lawful amount, such amount
that  would  be  excessive  interest  shall  be  applied to the reduction of the
principal  amount  owing under this Note or on account of any other indebtedness
of  the  Borrower  to  Lender,  and  not  to the payment of interest, or if such
excessive interest exceeds the unpaid balance of principal of this Note and such
other  indebtedness,  such  excess  shall  be  refunded  to  the  Borrower.   In
determining  whether  or  not  the  interest paid or payable with respect to any
indebtedness  of the Borrower to Lender, under any specific contingency, exceeds
the Maximum Rate, the Borrower and Lender shall, to the maximum extent permitted
by applicable law, (a) characterize any non-principal payment as an expense, fee
or  premium  rather  than as interest, (b) exclude voluntary prepayments and the
effects  thereof, (c) amortize, prorate, allocate and spread the total amount of
interest  throughout  the full term of such indebtedness so that the actual rate
of  interest  on account of such indebtedness does not exceed the maximum amount
permitted  by  applicable  law, and/or (d) allocate interest between portions of
such indebtedness, to the end that no such portion shall bear interest at a rate
greater  than that permitted by law.  The terms and provisions of this paragraph
shall  control  and  supersede  every  other conflicting provision of this Note.

     THIS  PROMISSORY  NOTE  SHALL  BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE  WITH  THE  SUBSTANTIVE LAWS OF OKLAHOMA WITHOUT GIVING EFFECT TO THE
CHOICE  OF  LAW  OR  CONFLICT  OF  LAWS  RULES  THEREOF.

     EXECUTED  as  of  the  date  first  set  forth  above.

                                      BORROWER:

                                      GULFPORT  ENERGY  CORPORATION

                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------




                                      A-3

<PAGE>


                                  EXHIBIT "A"

<TABLE>
<CAPTION>
                                                               Unpaid            Name  of
                                                              Principal           Person
                                           Payments            Balance            Making
     Date      Amount  of  Loan     Principal  Interest       of  Note           Notation
     ----      ----------------     -------------------       ----------         --------
<S>            <C>                  <C>                    <C>                 <C>
____________   _________________    ___________________    _______________     ____________

____________   _________________    ___________________    _______________     ____________


____________   _________________    ___________________    _______________     ____________
</TABLE>




























                                      A-4