THIS AGREEMENT is dated for reference October 15, 2003 and shall be effective as of November 1, 2003 BETWEEN:

THIS AGREEMENT is dated for reference October 15, 2003 and shall be effective as of November 1, 2003

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:

Xx. Xxxxx Xxxx, an independent businessman having an address of  #51-9111 Number 5 Road Richmond B.C. V7A 4N3

(the “Consultant”)

WHEREAS:

A.

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

B.

Xx. Xxxx 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. Xxxx to provide the monthly consulting services of identifying and introducing the Company to new shareholders and/or new sources of capital.  For greater clarity, duties will involve contacting shareholders (including phone contact) and other interested parties about the investment opportunity offered by Xxxxx, the design and impletion of an overall Investors Relations strategy for the Company, and the managing of any investor relations activity and/or staff that Xxxxx xxx undertake.  The compensation for these monthly services shall be $3,500 per month. This agreement shall be automatically renewed on a monthly basis unless otherwise notified in writing, by giving one month’s notice.

2.

Xx. Xxxx will provide, as consultant to the Company, the services stated above in a faithful and diligent manner. No notice period shall be required should the Company terminate this agreement for cause.

3.

The Company hereby agrees to reimburse to Xx. Xxxx the actual out-of-pocket expenses incurred by Xx. Xxxx in connection with the provision of any of the general and special services referred to herein; PROVIDED that Xx. Xxxx will provide to the company vouchers detailing such expenditures.  Xx. Xxxx shall be eligible for the Company’s employee benefits plan.

4.

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

0000-0000 X. Xxxxxxxx Xxxxxx

Xxxxxxxxx, X.X.

Xxxxxx

X0X 0X0

(b)

If to Xx. Xxxx

:

Xx. Xxxx

#00-0000 Xxxxxx 0 Xxxx

Xxxxxxxx, X.X.

X0X 0X0

5.

This Agreement may not be assigned by either party.

6.

Time is the essence of this Agreement.

7.

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:

)

)

“signed”

)

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)

Authorized Signatory

EXECUTED BY XX. XXXXX XXXX:

“signed”

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)

Signature