CONSULTING AGREEMENT
THIS
AGREEMENT made as of the 1st
day
of
March, 2006.
BETWEEN:
DELTA
OIL & GAS, INC.,
a
Colorado
corporation having offices at 0000 0xx
Xxxxxx
X., Xxxxxxx, Xxxxxxxxxx, XXX, 00000; (the "Company")
AND:
LAST
MOUNTAIN MANAGEMENT, INC., an
British Columbia, Canada
corporation with offices
at 000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X
0X0;
(the
"Contractor")
WHEREAS
the Company has offered to engage the services of the Contractor to provide
certain
corporate
development and consulting services to the Company and the Contractor has agreed
to provide such services on the terms and subject to the conditions set out
in
this Agreement;
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of lltc
premises
and
mutual agreements contained herein the parties hereto agree as
follows:
1.Contractor's
Duties
1.1
The
Contractor shall provide the following corporate maintenance,
business
development
and
consulting services to the Company:
|
(a)
|
engage
in the maintenance of the corporate structure and current business
of the corporation
as well as business development activities for the
Company in the ordinary
course of business of the Company;
|
| (b) |
assist
the Company in seeking out and evaluating potential
opportunities for the Company
in the oil and gas sector with a view to expanding the Company's
asset
base and revenue streams; and
|
| (c) |
in
order to serve the
Company
better, the
Contractor shall maintain a branch office at
its
home
for the purposes of performing the Duties as set out
herein.
|
2. Contractor's
Remuneration, Expenses and Incentive Stock
2.1 The
Company shall pay to the Contractor end $5,000 plus G.S.T. on the last day
of
each calendar month.
2.2
The
Company shall, in consideration of the Contractor's services, issue to the
Contractor or its designee 500,000 common shares of the Company's capital stock
on January 1, 2007 and additional lots of 500,000 on an annual basis so long
as
this Agreement is in good standing. The cost base of these securities issued
shall be par value.
2.7
The
Company shall reimburse the Contractor for postage, telephone, facsimile and
email expenses incurred by the Contractor in connection with taking up and
performing the Duties, provided that the Contractor receives approval from
the
president of the Company prior- to incurring such expenses and provides receipts
or other proof of such expenses..
3. Term
of Agreement
3.1
The
term
of this Agreement shall commence on April 1, 2006 and shall continue for a
period of one year. Thereafter, the Agreement shall continue on a
month
to
month basis until either
party gives notice to the other that the agreement is terminated subject to
section 5.5.
3.2
If
the
Agreement is terminated by either party, any stock-based compensation earned
but
not yet issued shall be issued upon the termination date.
4. Confidentiality
4.1
Subject
to subsection 4.2, the Contractor shall not, either during the term hereof,
or
at any
time
thereafter, to the detriment of the Company:
(a) disclose
any information pertaining to the
Company which the Contractor acquires in the course of performing the
Duties;
(b)
use
for
the Contractor's own purpose or for
any
purpose other than that of the Company any information which the Contractor
acquires in the course of performing the Duties in relation to the business
of
the Company.
4.2
The
obligation under subsection 4.1 will not apply with respect to
information.
| (a) |
which
at the time of its disclosure to the Contractor was or subsequently
becomes (through no act on the part of the Contractor) available
to the
public;
|
| (b) |
in
respect of which the Contractor has received the prior authorization
of
the Company to disclose or communicate such information, or any part
thereof, to third parties without restriction;
or
|
2
| (c) |
in
respect of which the Contractor has an obligation under applicable
laws to
disclose such information.
|
5.General
Provisions
Entire
Agreement
5.1
This
Agreement constitutes the entire agreement between the parties and supersedes
all
previous
communications, representations and agreements, whether oral or written,
between
the parties
with respect to the subject matter of this Agreement.
Amendment
5.2
This
Agreement may not be amended except by written agreement of
the
parties hereto. Enurement
5.3
This
Agreement shall enure to the benefit of and be binding upon the Company
and
the
Contractor
and their respective heirs, executors, representatives, administrators,
successors and permitted assigns.
Governing
Law
5.4This
Agreement
will
be
governed
by and construed
in
accordance with
the
laws
of the
Province
of British Columbia.
Termination
5.5
The
Company has the right to cancel the contract at any time within any six month
term by giving thirty days written notice according to section 5.6. The Company
will
pay
the contractor
up to
the
end
of
the last calendar month in which the 30th day
of
the notice occurs and
any
earned but unissued common stock shall be immediately issued.
Notices
5.6
Any
notice or other communication required or permitted to be given under
this agreement
shall be
in
writing and shall be either delivered or sent by telecopy or similar facsimile
transmission (receipt confirmed) to the party hereto to whom such notice or
other
communication
is to be given at the address below or at such other address as is designated
by
that
party hereto in writing:
| (a) if to the Company, to: | (b) if to the Contractor, to: |
|
Delta Oil & Gas, Inc.
0000 0xx
Xxxxxx
X.
Xxxxxxx, Xxxxxxxxxx
00000
|
Last Mountain Management, Inc,
000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx, X0X 0X0
|
3
|
Ph: 000.000.0000
Fax: 000.000.0000
|
Ph: 000.000.0000
|
Attention:
Xx. Xxxxxxx X. Xxxxx, President
Any
such
notice or communication shall be deemed to have been given and received on
the
date
of
sending if sent by facsimile (provided
that such date is a business day, otherwise such
notice
or communication shall be
deemed
to have
been
given and received on the next business day) or upon receipt by a responsible
officer of the addressee if delivered.
Compliance
With Regulatory and Legal Statutes
5.6
The contractor shall at all times ensure that its activities on behalf of
the Company arc executed according to the laws and regulatory requirements
of
all jurisdictions in which it disseminates information and shall be solely
liable and responsible for any and all compliance with NASD and SEC regulations
of the United States.
IN
WITNESS WHEREOF the Company has executed this Agreement by its duly authorized
officer and the Contractor has hereunto set his hand and seal as of the date
first above written.
DELTA
OIL & GAS, INC.
/s/
Xxxxxxx Xxxxx
Signature
of Authorized Signatory
Xxxxxxx
Xxxxx, President
Print
Name and Position
LAST
MOUNTAIN MANAGEMENT, INC.
/s/
Xxxxxxx Xxxxx
Signature
of Authorized Signatory
Xxxxxxx
Xxxxx, President
Print
Name and Position
