Exhibit 10.2

                                 LOAN AGREEMENT
                                  July 1, 2003

BORROWER  NAME  AND  ADDRESS                    LENDER  NAME  AND  ADDRESS

Gulfport  Energy  Corporation                   Bank  of  Oklahoma,  N.A.
14313  N.  May  Avenue,  Suite  100             201  Robert  S. Kerr
Oklahoma  City,  OK  73134-5038                 Oklahoma City, OK  73102

The  undersigned  Borrower  with  principal  office, place of record keeping and
mailing address as shown above, hereby acknowledges receipt of proceeds, or some
part  thereof, of the following described loan(s) and/or extension of credit and
all  renewals  and/or  modifications  thereof  from  the  Lender  named  in this
Agreement  may  be executed in one or more counterpart and all such counterparts
shall  be  construed  together  as  the  Agreement.

     Loan  #0001  dated  July  1,  2003,  in the amount of $2,300,000.00, with a
maturity  date  of  July  1,  2004.

IN  CONSIDERATION  of Lender making such loan and/or extension of credit, or any
part  thereof,  Borrower  agrees  as  follows:

A.   Financial  Information.  To deliver to Lender within the stated time limits
     the  following financial information and income tax returns as of the dates
     and  for  the  period  indicated;

     1.     Annual financial statement on Borrower: Gulfport Energy Corporation.

B.   Litigation. To inform Lender promptly of any litigation, or of any claim or
     controversy  which might become the subject of litigation, against Borrower
     or  affecting  any  of Borrower's property, if such litigation or potential
     litigation,  in  the event of an unfavorable outcome, would have a material
     adverse  effect  on  Borrower's  financial  condition;

C.   Taxes.  To  pay  promptly  when  due  any  and  all  taxes, assessments and
     governmental  charges  against  Borrower  or  against  any  of  Borrower's
     property,  unless  the same is being contested in good faith by appropriate
     proceedings  and  reserves  deemed adequate by Lender have been established
     therefor;

D.   Labor  and  Material.  To pay promptly all lawful claims whether for labor,
     materials  of  otherwise, which might or could, if unpaid, become a lien or
     charge on any property or assets of Borrower, unless and to the extent only
     that  the same are being contested in good faith by appropriate proceedings
     and  reserves  deemed  adequate  by  Lender have been established therefor;

E.   Insurance.  To  maintain  with  financially  sound  and reputable insurance
     organizations  approved  by Lender, insurance of the kinds and covering the
     risks and in the amounts usually carried by companies engaged in businesses
     similar  to  that  of  Borrower,  which  insurance  in  all events shall be
     satisfactory to Lender, and, at Lender's request deliver to Lender evidence
     of  the  maintenance  of  such  insurance;

F.   Accounting  Records.  To  maintain  adequate  records  in  accordance  with
     generally  accepted accounting practices of all transactions so that at any
     time  and  from  time  to time the true and complete financial condition of
     Borrower  may  be  readily  determined;  and



                                        1
<PAGE>

G.   Applicable  Law.  Any  cause of action for a breach of enforcement of, or a
     declaratory judgment respecting, this agreement or any agreement related to
     the  execution  and  delivery  of  this  agreement  shall  be commenced and
     maintained  only  in  the  United  States  District  Court for the Northern
     District  of  Oklahoma or the applicable Oklahoma state trail court sitting
     in  Tulsa,  Oklahoma  and  having  subject  matter  jurisdiction; provided,
     however,  any action to foreclose any deed of trust or real estate mortgage
     securing  finance  or  repayment  shall  be  brought  in  any county having
     mandatory  venue  thereof  pursuant  to  the venue statutes of the State of
     Oklahoma.


H.   Additional  Covenants.  Borrower  warrants  and  agrees  as  follows:

     1.   Any  proceeds  from the sale of oil/gas properties having an aggregate
          selling  price  in  excess  of $100,000.00 will be applied to the loan
          balance.
     2.   Borrower  will  not  encumber  any  oil  and  gas  properties.
     3.   No  material  changes  in the ownership of Gulfport Energy Corporation
          without  Lender's  consent.
     4.   Current  assets  divided  by  current  liabilities,  exclusive  of
          obligations  to Lender shall exceed 1.0 at all times. (Ration was 1.78
          at  12/31/02).
     5.   Indebtedness other than trade payables incurred in the ordinary course
          of  business  is  limited  to  $100,000.00
     6.   Borrower  will not redeem any Preferred or Common shares without prior
          consent  from  Lender.
     7.   The  borrower  will  maintain  it's  primary  depository accounts with
          Lender.


                                   SIGNATURES

BORROWER                                     LENDER

Gulfport  Energy  Corporation                Bank  of  Oklahoma,  N.A.


By:  /s/Mike Liddell                         /s/Jeffrey Hall
     ----------------------------            ------------------------------
     Mike  Liddell,                          Jeffrey  Hall,
       Chief  Executive  Officer                Commercial  Banking Officer