LOAN AGREEMENT

LOAN AGREEMENT

THIS AGREEMENT dated as of the 23 ^rd day of May, 2008

BETWEEN:

DORAL ENERGY CORP. , a Nevada corporation with a
corporate office at 111 N. Sepulveda Blvd., Suite 250,
Manhattan Beach, CA 90266

(hereinafter called the "Borrower")

OF THE FIRST PART

AND:

GREEN SHOE INVESTMENTS LTD. , a Nevis corporation
with a corporate office at P.O. Box 556, Main Street,
Charlestown, Nevis, West Indies

(hereinafter called the "Lender")

OF THE SECOND PART

WHEREAS the Lender has advanced $150,000 (U.S.) to the Borrower, and the Borrower has agreed to repay such amounts, on the terms and subject to the conditions set forth in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of $1.00 paid by each party to the other (the receipt of which is hereby acknowledged) the parties hereto mutually covenant and agree as follows:

1. INTERPRETATION

1.1 Definitions . Where used herein or in any amendment hereto each of the following words and phrases shall have the meanings set forth as follows:

1.2 Number and Gender . Wherever the singular or the masculine are used herein the same shall be deemed to include the plural or the feminine or the body politic or corporate where the context or the parties so require.

1.3 Headings . The headings to the articles, paragraphs, subparagraphs or clauses of this Agreement are inserted for convenience only and shall not affect the construction hereof.

1.4 References . Unless otherwise stated a reference herein to a numbered or lettered article, paragraph, subparagraph or clause refers to the article, paragraph, subparagraph or clause bearing that number or letter in this Agreement. A reference to this Agreement or herein means this Loan Agreement, including the Schedule hereto, together with any amendments thereof.

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1.5 Currency . All dollar amounts expressed herein refer to lawful currency of the United States of America.

2. TERMS OF LOAN

2.1 Loan and Repayment . The Lender hereby agrees to lend to the Borrower the Principal Sum of $150,000 (U.S.). The Loan shall be made in United States currency and shall be repaid by the Borrower on or before July 1, 2010.

2.2 Interest . The Borrower shall pay on the amount of the Principal Sum, interest at a rate of 5% per annum, payable on Maturity. The Borrower shall pay interest at the aforesaid rate on all overdue interest.

2.3 Advances . The Lender, advanced to the Borrower the Principal sum of $150,000 on or about May 15, 2008, by wire transfer.

2.4 Pre-Payment . The Borrower may pre-pay all or any portion of the Loan at any time.

3. PROMISSORY NOTE, EXTENSIONS & WAIVER

3.1 Loan . To evidence the Loan, the Borrower agrees to execute a promissory note in favor of the Lender in the form attached hereto as Schedule “A”.

3.2 Extensions . The Lender may grant extensions as the Lender may see fit without prejudice to the liability of the Borrower or to the Lender's rights under this Agreement or under the Promissory Note.

3.3 Waiver . The Lender may waive any breach by the Borrower of this Agreement or of any default by the Borrower in the observance or performance of any covenant or condition required to be observed or performed by the Borrower hereunder or under the Promissory Note. No failure or delay on the part of the Lender to exercise any right, power or remedy given herein or by statute or at law or in equity or otherwise shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other exercise thereof or the exercise of any other right, power or remedy, nor shall any waiver by the Lender be deemed to be a waiver of any subsequent similar or other event.

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations . The Borrower represents and warrants to the Lender, and acknowledges that the Lender is relying upon such representations and warranties in entering into this Agreement, as follows:

5. CLOSING ARRANGEMENTS

5.1 Conditions Precedent . The Lender's obligation to advance the Principal Sum to the Borrower shall be subject to the satisfaction of the following conditions:

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The foregoing conditions precedent are inserted for the benefit of the Lender and may be waived in whole or in part by the Lender at any time prior to closing by delivering to the Borrower written notice to that effect.

5.2 Time of Closing . The closing of the Loan sha