Filed by sedaredgar.com - Force Energy Corp. - Exhibit 10.8






LOAN AGREEMENT

This Loan Agreement is made as of March 11, 2009 (the “Loan
Agreement”)

Between:

FORCE ENERGY CORP. a company
with a business office at 708, 11th Ave SW, Suite 219, Calgary, Alberta T2R
0E4

(the “Lender”)

And:

G2 PETROLEUM, LLC, a company
with a business office at 4100 W. Eldorado Pkwy, Suite #100-261, McKinney, TX.
75070

(the “Borrower”)

WHEREAS:

	A. 	
      The Lender advanced funds of US$175,000 (the “Principal”)
      to the Borrower on December 17, 2008 (the “Advance Date”);

	 	 
	B. 	
      Pursuant to the terms of a letter agreement between the
      parties dated March 11, 2008 (the “Letter Agreement”) under the terms of
      which the Lender was to receive a working interest in the Borrower’s
      Diamond Springs Prospect (the “Prospect”), the Lender made a payment of
      US$50,000 towards the exercise of the option (the “Option”) to acquire the
      Prospect (the “Option Exercise Payment”);

	 	 
	C. 	
      The Lender did not perform all required conditions to
      exercise the Option under the Letter Agreement and the Option expired on
      December 15, 2008; and

	 	 
	D. 	
      The parties wish to enter into this Loan Agreement to set
      out the terms and conditions of the Loan as more particularly set out in
      herein.



Terms of Agreement:

Now therefore witnesseth that in consideration of the premises
and of the mutual covenants and agreements set forth herein, the parties hereto
covenant and agree as follows:

	1. 	
      Definitions and Interpretation

	 	 	 
	1.1 	
      Definitions. In this Loan Agreement the following
      words and phrases shall have the following meanings:

	 	 	 
		(a) 	
      “Advance Date” has the meaning ascribed thereto in
      Recital A.

	 	 	 
		(b) 	
      “Event of Default” means any of the events of default
      described in Section 5.

	 	 	 
		(c) 	
      “Interest” has the meaning ascribed thereto in Section
      2.2.







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	 	(d) 	
      “Interest Rate” means the rate of 10% per annum
      calculated and compounded annually.

	 	 	 
	 	(e) 	
      “Letter Agreement” has the meaning ascribed thereto in
      Recital A.

	 	 	 
	 	(f) 	
      “Loan” means the Principal and Interest owing by the
      Borrower to the Lender in accordance with this Loan Agreement.

	 	 	 
	 	(g) 	
      “Option” has the meaning ascribed thereto in Recital
      B.

	 	 	 
	 	(h) 	
      “Option Exercise Payment” has the meaning ascribed
      thereto in Recital B.

	 	 	 
	 	(i) 	
      “Principal” has the meaning ascribed thereto in Recital
      A.




	1.2 	
      Captions and Section Numbers. The headings and
      section references in this Loan Agreement are for convenience of reference
      only and do not form a part of this Loan Agreement and are not intended to
      interpret, define or limit the scope, extent or intent of this Loan
      Agreement or any provision thereof.

	 	 
	1.3 	
      Extended Meanings. The words “hereof”, “herein”,
      “hereunder” and similar expressions used in any clause, paragraph or
      section of this Loan Agreement shall relate to the whole of this Loan
      Agreement and not to that clause, paragraph or section only, unless
      otherwise expressly provided.

	 	 
	1.4 	
      Number and Gender. Whenever the singular or
      masculine or neuter is used in this Loan Agreement, the same shall be
      construed to mean the plural or feminine or body corporate where the
      context of this Loan Agreement or the parties hereto so require.

	 	 
	1.5 	
      Section References and Schedules. Any reference to
      a particular “article”, “section”, “subsection” or other subdivision is to
      the particular article, section or other subdivision of this Loan
      Agreement and any reference to a schedule by letter shall mean the
      appropriate schedule attached to this Loan Agreement and by such reference
      the appropriate schedule is incorporated into and made part of this Loan
      Agreement.

	 	 
	1.6 	
      Governing Law. This Loan Agreement and all matters
      arising hereunder shall be governed by, construed and enforced in
      accordance with the laws of the State of Nevada and all disputes arising
      under this Loan Agreement shall be referred to the Courts of the State of
      Nevada.

	 	 
	1.7 	
      Severability of Clauses. In the event that any
      provision of this Loan Agreement or any part thereof is invalid, illegal
      or unenforceable, the validity, legality and enforceability of the
      remaining provisions shall not in any way be affected or impaired
      thereby.

	 	 
	1.8 	
      Currency. All sums of money to be paid or
      calculated pursuant to this Loan Agreement shall be paid or calculated in
      currency of the United States unless otherwise expressly stated.

	 	 
	1.9 	
      Prior Agreements. Except as otherwise specifically
      provided in this Loan Agreement, upon the execution of this Loan Agreement
      by all parties hereto, this Loan Agreement shall supercede and replace all
      prior agreements between the parties.







- 3 -

	2. 	
      Loan

	 	 
	2.1 	
      Amount of Loan. In reliance upon the
      representations and warranties contained herein and subject to the terms
      and conditions of this Loan Agreement, the Lender agrees to lend to the
      Borrower the Principal.

	 	 
	2.2 	
      Interest. The Principal will bear interest (the
      “Interest”) at the Interest Rate as of May 31, 2009.

	 	 
	2.3 	
      Repayment of the Loan. The Loan shall be repayable
      in full on December 17, 2010.

	 	 
	2.4 	
      Accelerated Payment on an Event of Default.
      Notwithstanding anything else to the contrary herein contained, upon an
      Event of Default, at the option of the Lender, and upon notice in writing
      from the Lender to the Borrower, the Loan shall become due and payable in
      full.

	 	 
	2.5 	
      Option Exercise Payment. In consideration of the
      Lender entering into this Loan Agreement and advancing the Principal to
      the Borrower, the Borrower has agreed to credit the total amount of the
      Option Exercise Payment towards the final purchase price for the
      acquisition by the Lender of a working interest in the Prospect.

	 	 
	2.6 	
      Acquisition of Working Interest in Prospect. The
      Borrower acknowledges that the parties hereto are proceeding in good faith
      to settle and execute a definitive agreement for the acquisition by the
      Lender of a working interest in the Prospect and agrees to credit the
      amount of the Loan against the final purchase price of a working interest
      in the Prospect.

	 	 
	3. 	
      Representations and Warranties

	 	 
	3.1 	
      Representations and Warranties of the Borrower.
      The Borrower represents and warrants to the Lender as follows, with
      the intent that the Lender will rely thereon in entering into this Loan
      Agreement and in concluding the transactions contemplated
  hereby:




	 	(a) 	
      The Borrower is a company duly incorporated and organized
      under the laws of its jurisdiction of incorporation, and has the authority
      and capacity to enter into this Loan Agreement and to carry out its
      terms;

	 	 	 
	 	(b) 	
      The Borrower has the corporate power and authority to own
      its property, carry on the business now being conducted by it, execute and
      deliver this Loan Agreement, and to perform all of the obligations of the
      Borrower hereunder;

	 	 	 
	 	(c) 	
      All necessary corporate actions and proceedings have been
      taken to authorize the execution and delivery by the Borrower of this Loan
      Agreement and the performance by the Borrower of all of its obligations
      hereunder and, when delivered to the Lender, will constitute legal, valid
      and binding obligations of the Borrower enforceable in accordance with its
      terms;

	 	 	 
	 	(d) 	
      The entry into of this Loan Agreement and the performance
      by the Borrower of its obligations thereunder do not and will not result
      in the violation of any of the terms of the constating documents of the
      Borrower or any agreement to which the Borrower is a party or by which it
      or any of its properties or assets are bound;
and







- 4 -

	 	(e) 	
      There is no action, suit or proceeding at law or in
      equity or by or before any governmental agency now pending, or to the
      knowledge of the Borrower threatened against or affecting the Borrower or
      any of its properties or assets which, if adversely determined, would
      materially impair the ability of the Borrower to carry on its business
      substantially as now conducted or which would materially adversely affect
      its financial condition.




	3.2 	
      Representations and Warranties of the Lender. The
      Lender represents and warrants to the Borrower as follows, with the intent
      that the Borrower will rely thereon in entering into this Loan Agreement
      and in concluding the transactions contemplated
hereby:




	 	(a) 	
      The Lender is a company duly incorporated and organized
      under the laws of its incorporating jurisdiction, and has the power,
      authority and capacity to enter into this Loan Agreement and to carry out
      its terms;

	 	 	 
	 	(b) 	
      The Lender has the corporate power and authority to own
      its property, carry on the business now being conducted by it, execute and
      deliver this Loan Agreement, and to perform all of the obligations of the
      Lender hereunder;

	 	 	 
	 	(c) 	
      All necessary corporate actions and proceedings have been
      taken to authorize the execution and delivery by the Lender of this Loan
      Agreement and the performance by the Lender of all of its obligations
      hereunder and, when delivered to the Borrower, will constitute legal,
      valid and binding obligations of the Lender enforceable in accordance with
      its terms; and

	 	 	 
	 	(d) 	
      The entry into of this Loan Agreement and the performance
      by the Lender of its obligations thereunder do not and will not result in
      the violation of any of the terms of the constating documents of the
      Lender or any agreement to which the Lender is a party or by which it or
      any of its properties or assets are bound.




	4. 	
      Covenants

	 	 
	4.1 	
      Covenants of the Borrower. So long as any portion
      of the Loan is outstanding, the Borrower hereby covenants and agrees with
      the Lender as follows:




	 	(a) 	
      to pay the Loan in accordance with the provisions of this
      Loan Agreement;

	 	 	 
	 	(b) 	
      to deliver to the Lender following the end of each fiscal
      period of the Borrower through the currency of this Loan Agreement a true
      and complete copy of the financial statements of the Borrower required by
      law to be prepared and delivered to the Borrower’s shareholders (and at
      such time as it is required to be delivered to its shareholders) together
      with any interim financial statements of the Borrower that the Lender may
      reasonably require;

	 	 	 
	 	(c) 	
      the Lender and its authorized servants and agents shall
      be entitled, whenever the Lender deems it necessary, acting reasonably,
      with prior reasonable notice to enter upon the offices of the Borrower and
      inspect the books and records thereof and make extracts therefrom and
      generally conduct such examination of such books and records as the Lender
      deems appropriate;







- 5 -

	 	(d) 	
      if the Borrower fails to perform any covenant set out in
      this Loan Agreement, the Lender may, at its discretion, but need not,
      perform any such covenant capable of being performed by it and may, in the
      Lender’s discretion, but need not, make any payments or incur expenditures
      for such purpose, but no such performance of payment shall be deemed to
      relieve the Borrower from any default under this Loan Agreement; if the
      Lender performs any such covenant or incurs any such expenditures, all
      costs incurred by the Lender in connection therewith shall be added to the
      Principal and shall bear Interest at the Interest Rate;

	 	 	 
	 	(e) 	
      the Borrower shall not commit any Event of Default;
      and

	 	 	 
	 	(f) 	
      without the prior written approval of the Lender, such
      approval not to be unreasonably withheld, the Borrower shall
  not:




	 	(i) 	
      repurchase or retire any capital stock of the Borrower;
      and

	 	 	 
	 	(ii) 	
      dispose of all or substantially all of its assets out of
      the ordinary course of business.




	5. 	
      Default

	 	 
	5.1 	
      Events of Default. For the purposes of this Loan
      Agreement, the following events shall constitute events of
  default:




	 	(a) 	
      if the Borrower shall make default in any material way in
      the observance or performance of something required to be done or some
      covenant or condition required to be observed or performed in this Loan
      Agreement and such default continues for a period of 30 days following the
      date upon which written notice of default is given to the Borrower by the
      Lender;

	 	 	 
	 	(b) 	
      if any representation or warranty herein given by the
      Borrower or any director or officer thereof is untrue in any material
      respect and continues to be untrue for a period of 30 days following the
      date upon which written notice of default is given to the Borrower by the
      Lender;

	 	 	 
	 	(c) 	
      if an order is made or a resolution is passed for the
      winding-up of the Borrower, or if a petition shall be filed for the
      winding–up of the Borrower;

	 	 	 
	 	(d) 	
      if the Borrower shall commit any act of bankruptcy or
      shall become insolvent or shall make an assignment or proposal under a
      bankruptcy act or a general assignment for the benefit of its creditors or
      a bulk sale of its assets, or if a bankruptcy petition shall be filed or
      presented against the Borrower;

	 	 	 
	 	(e) 	
      if a receiver, receiver-manager, trustee, custodian,
      liquidator or similar agent is appointed for the Borrower or for any of
      the Borrower’s property;

	 	 	 
	 	(f) 	
      if any execution, sequestration, extent or any other
      process of any Court shall become enforceable against the Borrower or if a
      distress or analogous process shall be levied upon the property of the
      Borrower; and







- 6 -

	 	(g) 	
      if the Borrower shall cease or threaten to ceased to
      carry on its business.




	6. 	
      General Provisions

	 	 
	6.1 	
      Notices. All Notices, requests, demands and other
      communications hereunder shall be in writing and shall be deemed to have
      been duly given if delivered by hand or mailed postage prepaid addressed
      as follows:

	 	 
		
      To the Borrower:

	 	 
		
      G2 PETROLEUM, LLC

	 	4100 W. Eldorado Pkwy, Suite #100-261, McKinney, TX. 75070 
		Attn: President
	 	 
		
      To the Lender:

	 	 
		
      FORCE ENERGY CORP. 
708, 11th Ave SW, Suite 219
      
Calgary, AB T2R 0E4 
Attn: President

	 	 
		
      or to such other address as may be given in writing by
      the parties and shall be deemed to have been received, if delivered by
      hand, on the date of delivery and if mailed as aforesaid to the addresses
      set out above then on the fifth business day following the posting thereof
      provided that if there shall be between the time of mailing and the actual
      receipt of the notice a mail strike, slowdown or other labour dispute
      which might affect the deliver of the notice by the mails, then the notice
      shall only be effective if actually delivered.

	 	 
	6.2 	
      Time of Essence. Time is hereby expressly made of
      the essence of this Loan Agreement with respect to the performance by the
      parties of their respective obligations under this Loan
  Agreement.

	 	 
	6.3 	
      Binding Effect. This Loan Agreement shall enure to
      the benefit of and be binding upon the parties hereto and their respective
      successors and assigns.

	 	 
	6.4 	
      Entire Agreement. This Loan Agreement constitutes
      the entire agreement between the parties with respect to the subject
      matter hereof and shall supersede all previous expectations,
      understandings, communications, representations and agreements whether
      verbal or written between the parties with respect to the subject matter
      hereof.

	 	 
	6.5 	
      Further Assurances. Each of the parties hereto
      hereby covenants and agrees to execute such further and other documents
      and instruments and do such further and other things as may be necessary
      or desirable to implement and carry out the intent of this Loan
      Agreement.

	 	 
	6.6 	
      Assignment. None of the parties may assign or
      transfer their respective rights under this Loan Agreement, nor may the
      Borrower transfer any portion of the Loan.







- 7 -

	6.7 	
      Amendments. No amendment to this Loan Agreement
      shall be valid unless it is evidenced by a written agreement executed by
      all of the parties hereto.



In witness whereof the parties hereto have executed this Loan
Agreement as of the day and year first above written.

	G2 PETROLEUM, LLC 	 	FORCE ENERGY CORP. 
	By: 	 	By: 
	  	 	  
	/s/ Everett
      Willard Gray II 	 	/s/
      Rahim Rayani 
	Authorized Signatory 	 	Authorized Signatory