EXHIBIT  10.1  -  MATERIAL  CONTRACT  -  LOAN  FACILITY  AGREEMENT
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             THIS  AGREEMENT  made  this  20th  day  of  December  2002.
BETWEEN:
             BAROLA  OIL  &  GAS  CO.  INC.
             a  corporation  incorporated  under  the  laws  of  the
             State  of  Nevada
                         HEREINAFTER CALLED THE "DEBTOR"
                                                              OF THE FIRST PART;
                                     - and -
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             An  individual  residing  in  ▇▇▇▇▇▇▇▇▇  ▇▇▇▇▇▇▇
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                         HEREINAFTER CALLED THE "LENDER"
                                                             OF THE SECOND PART.
     WHEREAS  the Lender and Debtor have agreed to a credit facility that allows
the  Debtor  to  drawn  upon  the  facility to a maximum amount of USD $100,000.
     AND  WHEREAS  the loan shall be payable upon demand, be unsecured and shall
bear  interest  at  the  rate  of  8%  per  annum  on  all sums drawn down upon;
     NOW  THIS AGREEMENT WITNESSETH that in consideration of the credit facility
being  granted  and the promise of the Debtor to repay the loan in the amount of
monies  advanced pursuant to the facility, the parties hereby covenant and agree
as  follows:
1.0     AMOUNT  AND  ADVANCEMENT
1.1      The  Lender  shall make available to the Debtor a line of credit in the
amount  of  USD  $100,000  for  use  in  its  business;
1.2     The  Debtor  may  drawn upon this line of credit from time to time as it
sees  fit  and  after  giving  notice  for  the  advancement  of  funds;
1.3     The  Debtor  shall  give the Lender seven (7) days notice of its request
for  the  advancement  of  the  funds;
1.4     The  Lender shall advance the requested funds to the Debtor upon receipt
of  the  notice  requesting  the  advancement  of  funds  within seven (7) days.
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2.0     NATURE  OF  THE  CREDIT  FACILITY
2.1  This  credit  facility  shall be in the nature of a demand loan, payable by
the  Debtor  to  the Lender thirty (30) days after the Lender demands payment of
the  amounts  advanced  pursuant  to  this  agreement;
2.2  The  said  demand  shall  be  in writing and addressed to the Debtor at its
address     indicated  in  this  agreement;
2.3     This  credit facility shall have no security issued or taken against the
amounts  advanced;
2.4     This  credit facility shall bear interest at the rate of 8% per annum on
the  principal  amount  drawn down and remaining unpaid, after as well as before
demand  or maturity or default, calculated on an annual basis (on the basis of a
year  of  365  days  for  the  actual  number  of  days  elapsed);
3.0     NOTICE
3.1     All  correspondence  and  notices  to  the Debtor shall be delivered to:
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3.2     All  correspondence  and  notices  to  the Lender shall be delivered to:
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4.0     JURISDICTION
4.1  This  agreement  shall  be governed by the laws of British Columbia, Canada
and each party shall attorn to that countries jurisdiction and courts to resolve
all  disputes;
4.2     All  actions  and  proceedings  and  their defence shall be commenced in
British  Columbia,  Canada.
5.0     TIME
5.1     Time  shall  be  of  the  essence.
6.0     CORPORATE  ACTION
     6.1  The  parties  hereto  agree  and  acknowledge that they have taken all
corporate  action  necessary  to  have  this  agreement properly executed by the
corporation  and  represent  that  it  is  binding  on  the  corporation.
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     IN WITNESS WHEREOF the parties have hereunto set their hands and seals
by  the  positive  act  of  their  officers.
                              BAROLA  OIL  &  GAS  CO.  INC.
                              PER:    ▇▇▇▇▇  ▇▇▇▇▇▇
Witness
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Witness