Second Amended and Restated Loan Agreement, dated March 6, 2007, by and between Ignis Petroleum Group, Inc. and Petrofinanz GmbH

2.

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

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.

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 30^th of June, 2009.

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.

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.

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.

Was hereunto affixed in the

Presence of: