THIS AGREEMENT is dated for reference May 31, 2004 BETWEEN:

THIS AGREEMENT is dated for reference May 31, 2004

BETWEEN:

Xxxxx Oil and Gas Corporation, a company duly incorporated under the laws of British Columbia and having an address of Suite 1201, 1111 West Hastings Street, Vancouver, B.C., Canada, V6E 2J3.

(the “Company”)

AND:

Xxxx Xxxxx Xxxxxxx, businessman, having an address of,

126 La Floricita

Xxxxx Xxxxx, Xxxxxxxxxx 00000

(the “Consultant”)

WHEREAS:

A.

The Company desires to retain Xx. Xxxxxxx to provide consulting services; and

B.

Xx. Xxxxxxx has agreed to provide the consulting services;

NOW THEREFORE THIS AGREEMENT WITNESSETH that is consideration of the premises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.

The Company hereby requests Xx. Xxxxxxx to provide the monthly consulting services of identifying, evaluating and introducing the Company to new projects, and/or new sources of capital.  This agreement will be deemed to be automatically renewed on a monthly basis unless otherwise notified in writing, by giving one month’s notice.

2.

Xx. Xxxxxxx will provide, as consultant to the Company, the services stated above in a faithful and diligent manner.

3.

The Company hereby agrees to reimburse to Xx. Xxxxxxx the actual out-of-pocket expenses incurred by Xx. Xxxxxxx in connection with the provision of any of the general and special services referred to herein; PROVIDED that Xx. Xxxxxxx will provide to the company vouchers detailing such expenditures.

4.

The Company further agrees to grant Xx. Xxxxxxx, as a consultant to the Company, an incentive stock option to purchase up to 100,000 shares of the Company in accordance with the requirements of the TSX Venture Stock Exchange;

5.

Any notice to be given by either party to the other shall be well and sufficiently given if delivered personally or if sent by registered mail, postage prepaid, to the parties hereto as follows:

(a)

If to the Company:

Xxxxx Oil and Gas Corporation

0000-000 Xxxxxxx Xxxxxx

Xxxxxxxxx X.X.

Xxxxxx

X0X 0X0

(b)

If to Xx. Xxxxxxx:

Mr. Xxxx Xxxxxxx

6.

This Agreement may not be assigned by either party.

7.

Time is the essence of this Agreement.

8.

This Agreement shall be interpreted by the laws of the Province of British Columbia, Canada.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.

EXECUTED BY XXXXX OIL AND GAS

CORPORATION, in the presence of:

)

)

)

)

-----------------------------------------------------------

)

Authorized Signatory

EXECUTED BY Mr. Xxxx Xxxxxxx:

------------------------------------------------------

)

Signature