EXHIBIT10.1 MANAGEMENT AND GOVERNANCECONSULTANT AGREEMENT

(a)

Three Thousand, Five Hundred Dollars ($3,500) will be payable on the 15th day of each month for services rendered;

(b)

Three Thousand, Five Hundred Dollars ($3,500) will be payable on the last day of each month for services rendered;

(c)

Five Thousand Dollars ($5,000) will accrue to the Company’s payables list on the last day of each month in which services are rendered and remain as due and owing to the Consultant until such time as the Company’s first well has been placed into commercial production.  Upon the first well being placed into commercial production, the Company will pay the Consultant all monies that have accrued in addition to a bonus in the amount of Fifty percent (50%) of the accrued amount.  In the event the Company fails to place a well into commercial production within a one (1) year period from the date hereof, any accrued amount will be forgiven by the Consultant and removed from the Company’s payables list; and

(d)

Three Thousand Dollars ($3,000) will be payable on the last day of each month to be applied against costs incurred in retaining office space in which the Consultant’s duties hereunder are to be performed.  In the event the Consultant fails to maintain office space, this portion of the fee will cease to be paid and the overall fee will be reduced to Twelve Thousand Dollars ($12,000) per month.