Exhibit 10.1


    
      

    

     

    
      
        
          	
                  DATE:

                	
                  6
                    March 2007 

                	
                


        

        


        


        
          

        

      

       

      
        


        PETROFINANZ
          GMBH

        


        IGNIS
          PETROLEUM GROUP, INC.

         

         

        
          
            

          

        

         

         

        SECOND
          AMENDED AND RESTATED LOAN AGREEMENT

         

         

        
          
            

          

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        THIS
          SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Loan Agreement”) is made this
          6th day of March 2007.

         

        BETWEEN:

         

        
          
            
              	
                      1.

                    	
                      Petrofinanz
                        GMBH,
                        a
                        company with an administration address at Ajeltake Road,
                        Ajeltake Island,
                        Majuro, Marshall Islands MH9696010 (the
                        “Lender”).

                    


            

          

        

         

        
          	
                  2.

                	
                  Ignis
                    Petroleum Group, Inc.,
                    a
                    Nevada corporation, whose administration address is 100 Crescent
                    Court,
                    7th
                    Floor, Dallas, TX, 75201 (the
“Borrower”).

                


        

         

        WHEREAS:

        


        
          	 	
                  A.

                	
                  The
                    Borrower previously borrowed $100,000.00 from Lender pursuant
                    to a loan
                    agreement, dated December 22, 2005, by and between the Lender
                    and the
                    Borrower (the “Original Loan
                    Agreement”).

                


        

        


        
          	 	
                  B.

                	
                  The
                    Borrower subsequently borrowed an additional $500,000.00 from
                    Lender
                    pursuant to the Amended and Restated Loan Agreement, dated August
                    28,
                    2006, by and between the Lender and the Borrower (the “Amended and
                    Restated Loan Agreement,” and together with the Original Loan Agreement,
                    collectively, the “Prior Loan
                    Agreements”).

                


        

        


        
          	 	
                  C.

                	
                  The
                    Borrower has requested an additional loan of $400,000.00 from
                    the Lender
                    for working capital purposes.

                


        

        


        IT
          IS HEREBY AGREED as follows:

        


        
          	
                  1.

                	
                  The
                    Amended and Restated Loan Agreement is hereby amended and restated
                    in its
                    entirety as set forth in this Loan Agreement. Lender hereby waives
                    any
                    default or Event of Default under the Prior Loan Agreements including,
                    without limitation, the Borrower’s failure to repay the loan under the
                    Prior Loan Agreements on the Repayment Dates set forth therein.
                    

                


        

        


        
          	
                  2.

                	
                  The
                    following expressions shall, where the context admits, have the
                    following
                    meanings;

                


        

        


        
          	 	
                  i.

                	
                  “Events
                    of Default” means the events described in Clause
                    8;

                


        

        


        
          	 	
                  ii.

                	
                  the
                    “Loan” means the sum of $1,000,000.00 which is being lent to the Borrower
                    by the Lender under this Loan Agreement, including $100,000 previously
                    lent under the Original Loan Agreement and $500,000 previously
                    lent under
                    the Amended and Restated Loan
                    Agreement;

                


        

        


        
          	 	
                  iii.

                	
                  the
                    “Repayment Date” means the 30th
                    of
                    June, 2009.

                


        


        
          
            
            

          

          
            -1-

            
              

            

          

          
            
            

          

        


        3. The
          Lender will promptly make the remaining $400,000 of the Loan to the Borrower.
          The Borrower will:

        


        
          	 	
                  i.

                	
                  repay
                    the Loan on or before the Repayment Date, at which time the entire
                    outstanding principal amount shall be due and payable. There
                    shall be no
                    penalty for repayment of the Loan prior to the Repayment
                    Date.

                


        

        


        
          	 	
                  ii.

                	
                  pay
                    interest on the Loan on or before the Repayment Date. Interest
                    shall
                    accrue on the outstanding principal amount of the Loan as follows:
                    (A)
                    prior to August 28, 2006, interest accrued at the fixed rate
                    of 12% per
                    annum; and (B) on and after August 28, 2006, interest has accrued
                    and
                    shall continue to accrue at the fixed rate of 10% per annum.
                    Interest
                    shall be calculated on the basis of actual days elapsed on a
                    365 day year.
                    

                


        

        


        
          	
                  4.

                	
                  All
                    payments to be made by the Borrower shall be made free and clear
                    without
                    deduction of any taxes, levies, imposts, duties, charges, fees,
                    deductions
                    or withholding of any nature unless deduction or withholding
                    of the same
                    is required by law. In the event such deduction or withholding
                    is required
                    by law, the Borrower shall pay to the Lender such additional
                    amounts as
                    will result in the Lender receiving the full amount which would
                    have been
                    received had no such deduction or withholding been
                    required.

                


        

        


        
          	
                  5.

                	
                  The
                    Borrower represents and warrants:

                


        

        


        
          	 	
                  i.

                	
                  that
                    the acceptance of the Loan and the performance of this agreement
                    are
                    within its corporate powers and that there is no provision in
                    any law,
                    trust deed or other agreement binding on the Borrower which would
                    conflict
                    with or prevent the Borrower from entering into and performing
                    this Loan
                    Agreement in accordance with its
                    terms.

                


        

        


        
          	 	
                  ii.

                	
                  that
                    there are no pending or threatened actions, proceedings or happenings
                    which might materially affect the Borrower from entering into
                    and
                    performing this Loan Agreement in accordance with its
                    terms.

                


        

        


        
          	
                  6.

                	
                  The
                    Borrower undertakes that whilst any amount remains outstanding
                    under this
                    facility it will advise the Lender as soon as it becomes aware
                    that an
                    Event of Default has occurred.

                


        

        


        
          	
                  7.

                	
                  If
                    any Event of Default shall occur the Lender may, at its absolute
                    discretion, give notice that an Event of Default has occurred,
                    and without
                    prejudice to any other right or remedy the Lender may have, the
                    amount
                    then outstanding on the Loan will become immediately due and
                    payable
                    together with any accrued interest or other amount that shall
                    be accrued
                    thereunder. No failure or delay on the part of the Lender to
                    exercise any
                    power, right or remedy it may have under the terms of this agreement
                    shall
                    operate as a waiver thereof, nor shall any exercise or waiver
                    of any such
                    power, right or remedy preclude its further exercise, or the
                    exercise of
                    any other power, right or remedy. The powers, rights and remedies
                    hereby
                    provided are cumulative and are not exclusive of any powers,
                    rights or
                    remedies provided by law.

                


        


        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        


        
          	
                  8.

                	
                  The
                    Events of Default are the occurrence of any of the following
                    events,
                    provided that the Lender provides written notice of such the
                    occurrence
                    and five (5) business days to cure:

                


        

        


        
          	 	
                  i.

                	
                  if
                    the Borrower fails to pay any monies due hereunder when the same
                    become
                    due, or

                


        

        


        
          	 	
                  ii.

                	
                  if
                    a petition is presented (and not promptly dismissed) or an order
                    is made
                    or an effective resolution is passed for the winding up of the
                    Borrower,
                    or if circumstances occur which would justify the appointment
                    of a
                    receiver or administrative receiver (or similar person) of all
                    or any part
                    of the business, undertaking or assets of the Borrower,
                    or

                


        

        


        
          	 	
                  iii.

                	
                  if
                    the Borrower ceases or threatens to cease to carry on its business
                    or any
                    material part of the business, or

                


        

        


        
          	 	
                  iv.

                	
                  if
                    the Borrower sells, leases or otherwise disposes of all or substantially
                    all of its business or assets by one or more transactions whether
                    related
                    or not other than leases of assets or transfers or other disposal
                    of
                    assets in the ordinary course of business,
                    or

                


        

        


        
          	 	
                  v.

                	
                  if
                    any encombrancer takes possession or a receiver is appointed
                    of any part
                    of the Borrower’s assets, business or undertaking,
                    or

                


        

        


        
          	 	
                  vi.

                	
                  if
                    any distress execution sequestration or other process levied
                    or enforced
                    upon or sued out against the Borrower’s property in respect of a debt due
                    by the Borrower and is not discharged within twenty-one days,
                    or

                


        

        


        
          	 	
                  vii.

                	
                  if
                    the Borrower convenes a meeting of, or proposes to enter into
                    any
                    arrangement for the benefit of or composition with its creditors,
                    or

                


        

        


        
          	 	
                  viii.

                	
                  if
                    any of the representations and warranties contained herein shall
                    prove to
                    be incorrect in any material respect,
                    or

                


        

        


        
          	 	
                  ix.

                	
                  if
                    the Borrower materially breaches any of the undertakings herein
                    contained,
                    or

                


        

        


        
          	 	
                  x.

                	
                  if
                    anything analogous to any of the events specified in paragraphs
                    i to ix
                    occurs under the laws of any applicable
                    jurisdiction.

                


        

        


        
          	
                  9.

                	
                  This
                    Loan Agreement shall be governed by and construed in accordance
                    with the
                    law of the State of Texas.

                


        

        


        
          	
                  10.

                	
                  The
                    parties hereby submit to the exclusive jurisdiction of the courts
                    of
                    Texas, in relation to any disputes that may arise out of or in
                    connection
                    with this Loan Agreement and the parties hereby waive any objections
                    on
                    the ground of venue or forum non convenience or any similar
                    grounds.

                


        


        
          
            
            

          

          
            -3-

            
              

            

          

          
            
            

          

        


        
          	
                  11.

                	
                  The
                    Lender acknowledges that the Borrower previously borrowed $5,000,000
                    (the
                    “Cornell Loan”) from Cornell Capital Partners, LP (“Cornell”). The Lender
                    agrees to subordinate the Loan and any payments or obligations
                    of the
                    Borrower under this Loan Agreement to the rights of Cornell under
                    the
                    Cornell Loan.

                


        

        


        [Signature
          page follows.]


        
          
            
            

          

          
            -4-

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF
          the
          parties hereto have executed this Loan Agreement the day and year first
          written
          above.

         

        
          	
                  THE
                    COMMON SEAL of 

                
	
                  PETROFINANZ
                    GMBH

                
	
                  Was
                    hereunto affixed in the 

                
	
                  Presence
                    of:

                


        

         

         

        /s/
          David Craven

        DIRECTOR

         

         

        
          
            
              	
                      /s/

                    	
                    
	
                      DIRECTOR/SECRETARY

                    	
                    


            

          

        

         

         

        IGNIS
          PETROLEUM GROUP, INC.

         

         

        
          	
                  BY:
                     /s/
                    Michael Piazza

                	
                
	
                  NAME:
                     Michael
                    Piazza

                	
                
	
                  TITLE: 
                    President
                    & CEO 

                	
                


        

         

         

        -5-