THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY.

LOAN AND CANCELLATION OF CONVERTIBLE NOTE AGREEMENT

THIS AGREEMENT dated as of the 3rd day of March, 2010

BETWEEN:

DORAL ENERGY CORP., a Nevada corporation with a
corporate office at West Wall, Suite 500, Midland, TX 79701

(hereinafter called the "Company")

OF THE FIRST PART

AND:

EDWARD AJOOTIAN, an individual having an address at
85 Robert Street Suite 32, Boston MA 02131

(hereinafter called the "Lender")

OF THE SECOND PART

WHEREAS:

A. Pursuant to a subscription agreement between the Company and the Lender accepted by the Company on or about December 14, 2009, the Company issued to the Lender a convertible note in the principal amount of $200,000 (the “Convertible Note”);

B. The Lender has agreed to lend to the Company an additional $50,000 and to cancel the Convertible Note on the terms and conditions set forth in this Agreement,

NOW THEREFORE THIS AGREEMENT WITNESSES THAT for good and valuable consideration, the receipt and sufficiency 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:

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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 and Amendment to Convertible Note Agreement, including the Schedules hereto, together with any amendments thereof.

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

2. LOAN

2.1. Loan and Repayment. The Lender agrees to lend to the Company the Loan Amount. The Lender agrees to repay the Loan Amount on or before the Maturity Date.

2.2. Interest. The Company shall pay interest on the Loan Amount at the rate of 15% per annum, calculated annually, not in advance, from the date the Loan Amount is advanced to the Company and payable on the Maturity Date. After the Maturity Date, the Company shall pay interest on the Loan Amount and any accrued and unpaid interest at the aforesaid rate.

2.3. Advances. The Loan Amount shall be advanced by the Lender to the Company on execution of this Agreement, in the form of certified check, bank draft or wire transfer.

2.4. Promissory Note – Loan Amount. Upon receipt of the Loan Amount, the Company shall issue to the Lender a promissory note in the principal amount of the Loan Amount and in the form set out in Schedule A hereto.

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2.5. Pre-Payment – Loan Amount. The Company shall not have the right to pre-pay all or any portion of the Loan Amount prior to the Maturity Date.

3. CONVERTIBLE NOTE INDEBTEDNESS

3.1. Repayment of Convertible Note Indebtedness. The Company agrees to repay the Convertible Note Indebtedness on or before the Maturity Date.

3.2. Interest on Convertible Note Indebtedness. The Company shall pay interest on the Convertible Note Indebtedness at the rate of 15% per annum, calculated annually, not in advance, from December 14, 2009 and payable on the Maturity Date. After the Maturity Date, the Company shall pay interest on the Convertible Note Indebtedness and any accrued and unpaid interest at the aforesaid rate.

3.3. Surrender and Cancellation of Convertible Note. The Lender shall surrender the Convertible Note to the Company for cancellation and hereby agrees to remise, release and forever discharge the Company and its officers, directors, servants and agents (collectively, the “Company Releasees”) from any and all actions, causes of action, suits, debts, dues, sums of money, claims, demands and obligations whatsoever, in law or in equity, and whether known or unknown, suspected or unsuspected, which the Lender has or may in the future have against the Company Releasees or any of them in connection with or arising from the Convertible Note. This release is not intended to release the Company from its obligation to pay the Convertible Note Indebtedness and interest payable thereon pursuant to this Agreement.

3.4. Promissory Note – Convertible Note Indebtedness. Upon receipt of the Convertible Note for cancellation, the Company shall issue to the Lender a promissory note in the principal amount of the Convertible Note Indebtedness and in the form set out in Schedule A hereto.

3.5. Pre-Payment – Convertible Note Indebtedness. The Company shall not have the right to pre-pay all or any portion of the Convertible Note Indebtedness prior to the Maturity Date.

4. SHARE PURCHASE WARRANTS

4.1. Share Purchase Warrants. Upon receipt of the Loan Amount, the Company shall issue to the Lender Warrants to purchase up to 2,000,000 Warrant Shares at the Warrant Exercise Price for the Warrant Term.

4.2. Restricted Securities. The Lender acknowledges that the Warrants, and the Warrant Shares will be “restricted securities” within the meaning of the Securities Act and will be issued to the Lender in accordance with an exemption from the registration requirements of the Securities Act provided by Rule 506 of Regulation D of the Securities Act based on the representations and warranties of the Lender in this Agreement.

4.3. Restrictions on Transfer. The Lender agrees to resell or transfer the Warrants, and the Warrant Shares, pursuant only to an effective registration under the Securities Act or to an available exemption from the registration requirements of the Securities Act and that the Company may refuse to register any resale or transfer not made pursuant to an effective registration under the Securities Act or to an available exemption from the registration requirements of the Securities Act.

4.4. Legend. The Lender acknowledges and agrees that all certificates representing the Warrants and Warrant Shares will be endorsed with a restrictive legend substantially similar to the following in accordance with Regulation D of the Securities Act or such similar or other legends as deemed advisable by the lawyers for the Company to ensure compliance with the Securities Act and any other applicable laws or regulations:

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5. EXTENSIONS & WAIVER

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

5.2. Waiver. The Lender may waive any breach by the Company of this Agreement or of any default by the Company in the observance or performance of any covenant or condition required to be observed or performed by the Company hereunder or under the Promissory Notes. 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.

6. REPRESENTATIONS AND WARRANTIES

6.1. Representations, Warranties and Covenants of the Lender. The Lender represents, warrants and covenants to and with the Company as follows, and acknowledges that the Company is relying upon such representations, warranties and covenants in entering into this Agreement:

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6.2. Representations. The Company 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:

7. EVENTS OF DEFAULT AND REMEDIES

7.1. Events of Default. Any one or more of the following events, whether or not any such event shall be voluntary or involuntary or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, shall constitute an Event of Default:

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7.2. Remedies Upon Default. Upon the occurrence of any Event of Default and at any time thereafter, provided that the Company has not by then remedied such Event of Default, the Lender may, in its discretion, by notice to the Company, declare this Agreement to be in default. At any time thereafter, while the Company shall not have remedied such Event of Default, the Lender, in its discretion, may:

8. MISCELLANEOUS

8.1. Notices. Any notice required or permitted to be given under this Agreement or the Promissory Note shall be in writing and may be given by delivering same or mailing same by registered mail or sending same by telegram, telex, telecopier or other similar form of communication to the addresses first set out above. Any notice so given shall:

Any party may give written notice of a change of address in the aforesaid manner, in which event such notice shall thereafter be given to such party as above provided at such changed address.

8.2. Amendments. Neither this Agreement nor any provision hereof may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought.

8.3. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and undertakings, whether oral or written, pertaining to the subject matter hereof.

8.4. Action on Business Day. If the date upon which any act or payment hereunder is required to be done or made falls on a day which is not a business day, then such act or payment shall be performed or made on the first business day next following.

8.5. No Merger of Judgment. The taking of a judgment on any covenant contained herein or on any covenant set forth in any other security for payment of any indebtedness hereunder or performance of the obligations hereby secured shall not operate as a merger of any such covenant or affect the Lender's right to interest at the rate and times provided in this Agreement on any money owing to the Lender under any

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covenant herein or therein set forth and such judgment shall provide that interest thereon shall be calculated at the same rate and in the same manner as herein provided until such judgment is fully paid and satisfied.

8.6. Severability. If any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality or enforceability of such provision shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

8.7. Successors and Assigns. This Agreement shall enure to the benefit of and be binding upon all parties hereto and their respective heirs, personal representatives, successors and assigns, as the case may be.

8.8. Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the State of Nevada and the parties hereto agree to submit to the jurisdiction of the courts of Nevada with respect to any legal proceedings arising herefrom.

8.9. Independent Legal Advice. This Agreement has been prepared by O’Neill Law Group PLLC acting solely on behalf of the Company and the Lender acknowledges that it has been advised to obtain independent legal advice.

8.10. Time. Time is of the essence of this Agreement.

8.11. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and do not define, limit, enlarge or alter the meanings of any paragraph or clause herein.

8.12. Counterparts. This agreement may be executed in one or more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above.

SCHEDULE A

FORM OF PROMISSORY NOTE

SCHEDULE A

FORM OF PROMISSORY NOTE

U.S. $

DORAL ENERGY CORP.
(Incorporated under the laws of the State of Nevada)

15% PROMISSORY NOTE
DUE MAY 1, 2010

     FOR VALUE RECEIVED, DORAL ENERGY CORP. (herein referred to as the “Company”) promises to pay to

on or prior to May 1, 2010 (the “Maturity Date”), and to pay interest on the principal sum outstanding, at the rate of 15% per annum, calculated annually, not in advance, from [INSERT DATE LOAN AMOUNT ADVANCED OR DECEMBER 14, 2009] and payable on the Maturity Date.

The Company waives presentment, demand, notice, protest and notice of dishonour and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Promissory Note.

The Company agrees this Promissory Note may be negotiated, assigned, discounted, or pledged by the Lender and in every case payment will be made to the holder of this Promissory Note instead of the Lender upon notice being given by the holder to the undersigned, and no holder of this Promissory Note will be affected by the state of accounts between the undersigned and the Lender or by any equities existing between the undersigned and the Lender and will be deemed to be a holder in due course and for the value of the Promissory Note held by him.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

SCHEDULE B

FORM OF WARRANT CERTIFICATE

SCHEDULE B

FORM OF WARRANT CERTIFICATE

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION D PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THIS WARRANT MAY ONLY BE EXERCISED BY A PERSON WHO QUALIFIES AS AN “ACCREDITED INVESTOR” PURSUANT TO RULE 501 OF REGULATION D OF THE SECURITIES ACT.

DORAL ENERGY CORP.
A NEVADA CORPORATION

COMMON STOCK PURCHASE
WARRANT CERTIFICATE NUMBER «Warrant_Cert_No»

«IssueDate»

THIS IS TO CERTIFY THAT, for value received, «NAME_OF_SUBSCRIBER_» of «Address_of_Subscriber» (the “Holder”), shall have the right to purchase from DORAL ENERGY CORP., a Nevada corporation (the “Corporation”), «Number_Units» («No_of_Warrants») fully paid and non-assessable shares of the Corporation’s common stock (the “Common Stock”), subject to further adjustment as set forth in Section 6 hereof, at any time until 5:00 P.M., Pacific time, on the «ExpireDay» day of «ExpireMonth», «ExpireYear» (the “Expiration Date”) at an exercise price of $0.05 per share (the "Exercise Price").

This Warrant is exercisable in whole or in partial allotments of no less than 1,000 shares at the Exercise Price per Share payable hereunder, payable in cash or by certified or official bank check. Upon surrender of this Warrant Certificate with the annexed Notice of Exercise Form duly executed, together with payment of the Exercise Price for the Shares purchased, the Holder shall be entitled to receive a certificate or certificates for the Shares so purchased. No fractional shares shall be issued in connection with any exercise of this Warrant. In lieu of the issuance of any fractional share, the Corporation shall round up or down the fractional amount to the nearest whole number.

The Corporation hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of Shares as shall be required for issuance upon exercise of this Warrant (the “Warrant Shares”).

Upon receipt by the Corporation of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory

indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Corporation will execute and deliver a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.

The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Corporation, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Corporation except to the extent set forth herein.

The Exercise Price and the number of shares which can be purchased by the Holder upon the exercise of this Warrant shall be subject to adjustment in the events and in the manner following:

If at any time and from time to time after the date this Warrant is issued, the Company issues or sells Additional Shares (as defined below) in any transaction other than a transaction described in Section 6 for an Effective Price (as defined below) less than the Exercise Price (subject to adjustment for any events after the date this Warrant is issued), then the existing Exercise Price shall be reduced, as of the day after such Additional Shares were issued or sold, to a price equal to the Effective Price.

Notwithstanding any other provision to the contrary, in the case of a dispute as to the calculation of the Exercise Price as a result of any adjustment made in accordance with Section 6 or Section 7, the Company’s calculation shall be deemed conclusive absent manifest error.

This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) and have been issued to the Holder for investment purposes and not with a view to the distribution of either the Warrant or the Warrant Shares. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Corporation, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant and the stock purchasable hereunder constitute “restricted securities” under federal securities laws and acknowledges that Rule 144 of the Securities and Exchange Commission is not now, and may not in the future be, available for resale of this Warrant and/or the stock purchasable hereunder. By acceptance of this certificate, the Holder acknowledges and agrees that:

All certificates representing the Warrant Shares will be endorsed with a legend substantially as follows:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION D PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.”

In addition, the Holder will comply with all other applicable securities legislation in addition to the Securities Act to which the Holder is subject in selling or transferring any Warrants or Warrant Shares and the Corporation may refuse to register any sale or transfer not in compliance with such other securities legislation.

At any time and from time to time after the date this Warrant is issued, the Company shall have the right to accelerate the expiration date of the Warrants (the “Acceleration Right”) if:

“Trading Day” means any day on which the principal exchange or market on which the Company;s Common Stock trades is open.

To exercise the Acceleration Right, the Company shall send written notice (an “Acceleration Notice”) of its intention to so exercise the Acceleration Right to the Holder within 5 business days after the end of the particular 10 Day Period. If the Company exercises the Acceleration Right, the Warrants shall expire at 5:00 PM Pacific time on the day that is 15 calendar days after the date that the Company first sends the Acceleration Notice to the Holder.

The Corporation shall not be required to pay any tax or other charge imposed in connection with the exercise of this Warrant or a permissible transfer involved in the issuance of any certificate for shares issuable under this Warrant in the name other than that of the Holder, and in any such case, the Corporation shall not be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the Corporation’s satisfaction that no such tax or other charge is due.

Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon, (a) by personal delivery or telecopy, or (ii) one business day after deposit with a nationally recognized overnight delivery service such as Federal Express, with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by written notice to each of the other parties hereto.

This Warrant shall be deemed to be a contract made under the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts to be made and performed entirely within the State of Nevada.

IN WITNESS WHEREOF, the Corporation has caused this Warrant to be duly executed and delivered by its duly authorized officer.

DORAL ENERGY CORP. by its authorized signatory:

NOTICE OF EXERCISE FORM

The Subscriber represents and warrants to the Corporation that:

Please deliver a share certificate in respect of the common shares referred to in the warrant certificate surrendered herewith but not presently subscribed for, to the Subscriber.

DATED this ______ day of _______________________, _______ .