CONSULTING AGREEMENT

(A)

Company holds an exploration contract from the Republic of Kazakhstan to conduct oil and gas exploration in the Mangastau, Oblast.

(B)

The Consultant is a business organization with expertise in the oil and gas industry and in providing consulting services to petroleum & energy companies engaged in negotiating and contracting with governmental agencies in Kazakhstan.

(C)

The Consultant desires to identify one or more prospective oil and gas properties (the “Projects”) for acquisition by the Company and to negotiate on behalf of the Company new exploration contracts or extensions to the Company’s existing exploration contract with the Republic of Kazakhstan under the terms of this Agreement.

(D)

The Company desires to expand it exploration territory and desires to retain the services from the Consultant on the terms of this Agreement.

1.1

During the term of this Agreement, the Consultant shall use its reasonable efforts in providing the following services (collectively, the “Services”) to the Company:

(a)

familiarize its staff and outside experts on the facilities and assets of the Company, as required to commence investigation of potential complimentary Projects for consideration by the Company;

(b)

assist in identifying and obtaining business opportunities for the Company and its Affiliates in the Projects;

(c)

advise in business and negotiation strategy in obtaining and negotiating agreements with governmental agencies or with other entities or corporations in connection with Projects for Company;

(d)

develop and organize all documentation and supporting materials, as may be required by various governmental agencies, in order to negotiate contracts or extensions to the current contract of the Company with agencies of the Republic of Kazakhstan consistent with the objectives and terms to be provided by or acceptable to the Company;

(e)

assist in negotiating extension of the term of the exploration contract for the field/structure identified in the Company’s extended territory designated Kariman beyond July 2009 on terms acceptable to the Company; and

(f)

such other Services as requested by the Company and that Consultant is reasonably able to provide in order to assist in and further the Projects.

1.1.1

The Consultant shall perform the Services, at all times, with due diligence and in compliance with all applicable laws and regulations in Countries of Interest. Consultant shall be responsible to obtain any necessary licenses or permits required by the Republic of Kazakhstan to perform the services rendered under this Agreement. Consultant shall be responsible to pay for all services required by third-parties contracting with the consultant, except as may be otherwise agreed between the Company and Consultant in writing prior to engagement of such third-party.

1.1.2

The Consultant’s advice to the Company in respect of the Services shall be given orally or in writing. Consultant shall report to Mr. Gamal Kulumbetov, or to such other individual as the Company may hereafter specify by written notice to Consultant. When requested, and not more than once each calendar quarter, Consultant shall provide Company with a written activities and status report, in which Consultant describes the Services it has performed since the last report.

1.1.3

It is agreed that the services of the Consultant shall be rendered on a non-exclusive basis, and that the Company shall have the right to identify projects and negotiate agreements for the exploration of properties or to acquire projects from any other sources. If the Company acting independent of the Consultant negotiates for the acquisition of a project and the Company has not been introduced to the project through the efforts of the Consultant, such project acquisition will not be covered by this Agreement and Consultant shall not be entitled to compensation with respect to such Project, unless the Parties otherwise agree in writing. The Consultant may request and obtain from the Company written confirmation that a particular Project will be subject to this Agreement at any time after the prospective project has been identified by the Consultant. Such confirmation by the Company will be conclusive evidence that the Consultant will be entitled to Compensation under this Agreement.

2.1

In consideration of the provision of the Services by the Consultant to the Company, the Company shall pay to the Consultant (“Compensation”), as follows:

i.

For resource values:

ii.

For reserves:

2.2

It is agreed that other than the initial cash payment of $1,000,000 USD, all compensation to Consultant by Company will be on a successful efforts basis, viz., compensation will be paid only for Projects which in Company’s sole discretion it elects to undertake and for which Consultant has performed Services that contributed materially to Company obtaining the Project. For the purposes of this Agreement, an exploration agreement must be effective by its terms and enforceable by the Company or any of its Affiliates that are parties to the exploration Agreement.

2.3

In addition to Compensation negotiated by the Parties under 2.1, the Company and the Consultant may agree to the reimbursement to the Consultant in accordance with Company’s policies, of extraordinary expenses or costs incurred by the Consultant in providing the Services, provided that Company agrees in advance to Consultant performing such Services and Consultant provides receipts and other evidence of such expenditures to be reimbursed.

2.4

Each cash payment of Compensation shall be paid to the Consultant and only in the name of Consultant by direct wire transfer in USD to the Consultant’s bank account which the Consultant shall notify to the Company from time to time.

3.1

The Consultant shall not assign, in whole or in part, any of its rights or obligations under this Agreement.

3.2

The Company may, at any time upon prior written notice to Consultant, assign its rights or obligations under this Agreement to an Affiliate (as defined below); provided that, prior to such assignment, the Affiliate enters into an agreement with the Parties whereby the Affiliate assumes the rights or obligations being assigned; and provided, further, that the Company shall, unless otherwise agreed in writing by the Parties, remain jointly and severally liable with such assigned Affiliate for any payments required to be made to Consultant under this Agreement.

4.1

This Agreement shall commence on the date hereof, and shall continue thereafter until terminated upon 90 days notice by either party to the other.

4.2

Unless earlier terminated pursuant to the terms of this Agreement, the terms of this Agreement may be extended by mutual written agreement of the Parties.

5.1

In the performance of Services hereunder, Consultant shall conduct itself always as an independent contractor, and none of the Consultant’s officers, directors, employees, representatives or agents shall be considered an employee, agent or servant of the Company. The Consultant’s performance of the Services hereunder will be at its own risk and none of its officers, directors, employees, representatives or agents shall be entitled to worker’s compensation or other similar benefits of employment or insurance protection provided by the Company for its employees. The Company is interested only in the results of Consultant’s performance of the Services.

5.2

With respect to this Agreement, no officer, director, employee, representative or agent of the Consultant, nor their respective spouses, heirs, executors, administrators or assigns shall claim nor seek to obtain from the Company any benefits or sums with respect to the illness, disability or death of such officer, director, employee, representative or agent of the Consultant, whether arising or occurring during or after the termination or expiration of this Agreement. The Consultant agrees to indemnify and save Company harmless from any and all such claims.

5.3

Neither Party shall have the authority to bind the other Party, or to sign any instrument or document on its behalf. Likewise, neither Party is empowered to make commitments for or on behalf of the other Party.

5.4

The Consultant and the Company will act in good faith towards one another in the conduct of this Agreement.

5.5

Consultant represents and warrants that neither it nor any of its directors or officers nor, with its actual knowledge or express or implied consent, any of its employees, agents or representatives or any person acting on its behalf, will, except as permitted under the Corruption of Foreign Public Officials Act of Canada (the “Act”), and the Foreign Corrupt Practices Act of the United States of America (“FCPA”), in order to obtain or retain an advantage in the course of business, directly or indirectly give, offer to give or offer a loan, reward, advantage or benefit of any kind to a foreign public official (a) as consideration for an act or omission by the official in connection with the performance of the official’s duties or functions or (b)to induce the official to use his or her position to influence any acts or decisions of the foreign state or public international organization for which the official performs duties or functions. Consultant agrees to cooperate with Company to provide information reasonably requested by Company about Consultant, including but not limited to, (i) Consultant’s business history and (ii) the shareholders, directors and officers of Consultant. It shall be a condition precedent to the obligations of Company under this Agreement that Consultant cooperates as above provided.

7.1

Consultant shall keep strictly confidential and shall not disclose any information concerning this Agreement or the confidential business, operations, or affairs of the Company, regardless of how or when Consultant acquires such information, except:

7.2

Prior to making an authorized disclosure pursuant to Sections 7.1 (a), (b), (d) or (e), the Consultant shall obtain a commitment from the entity to which such confidential information is intended to be disclosed, to the effect that such entity shall treat such information as confidential. Consultant shall be liable for disclosures contrary to the terms of this Agreement by an Affiliate to which Consultant has disclosed information that is covered by the confidentiality obligation hereunder. However, if Consultant, or its Affiliate, is required to disclose such information to a governmental authority of competent jurisdiction, then Consultant may make such disclosure without having obtained a written confidentiality commitment from such governmental authority.

7.3

Consultant shall not make any public announcement relating to the Services or the existence of this Agreement without the prior approval of the Company.

7.4

The confidentiality obligations set forth in this Section 7 shall be continuing and shall survive the termination or expiration of this Agreement, for any reason for a period of two (2) years.

8.1

Neither party shall be liable to the other party for any claims for incidental, indirect or consequential damages arising out of or in connection with the performance or non-performance of this Agreement, including but not limited to claims for lost profit or business opportunities.

10.1

A party shall not be required to perform any obligation under this Agreement if the performance of that obligation is prohibited by the laws of any governmental authority having competent jurisdiction applicable to performance of the obligation of that Party.

10.2

This Agreement shall be governed by and interpreted and construed in accordance with laws of England. Without prejudice to the right of either of the parties to enforce this Agreement in any court having competent jurisdiction over one or more of the Parties or their assets, the Company and the Consultant each hereby submits itself to the jurisdiction and venue of the Courts of England solely for any purpose related to the enforcement of this Agreement.

10.3

Any dispute or claim arising out of and in relation to this Agreement shall be submitted to arbitration in accordance with the Arbitration Act of 1996. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English and the venue of the arbitration shall be in London. The parties hereto acknowledge that service of any notices in the course of such arbitration at their addresses as given in this Agreement shall be sufficient and valid.

10.4

Judgment on the award of the arbitrators may be entered in any court having competent jurisdiction or having jurisdiction over one or more of the Parties or their assets.

12.1

This Agreement constitutes the entire agreement between the Parties relating the subject matter hereof and supersedes all prior discussions, correspondence, negotiations and agreements, both written and oral, regarding its subject matter.

12.2

This Agreement may be amended or modified, and any of the terms hereof may be waived, only by a written instrument duly signed by both the Company and Consultant or, in the case of a waiver, by the Party waiving compliance.

12.3

This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing herein, express or implied, is intended to or shall confer upon any other person or persons (including, but not limited to any assistant) any rights, benefits or remedies of any nature whatsoever under or by any reason of the Agreement.

12.4

The obligations and liabilities of the parties are intended to be several and not joint and nothing contained herein shall be construed to create an association, trust, partnership or joint venture between the parties, and each party shall be liable individually and severally for its own obligations under this Agreement.

12.5

The headings user herein are for convenience only and are not intended to be interpretative, definitive, or supplemental to the respective paragraphs, provisions, or articles. Terms used herein in the singular include the plural and vice versa, and the use of any gender includes any or all other genders, as the context requires.

12.6

The waiver by one party or the failure of the other party to perform and of its obligations under this Agreement shall not be deemed to be a waiver of any subsequent non-performance of that obligation, or the waiver of any other obligation of the other party. The failure by either party to enforce at any time or

12.7

If any Section of this Agreement is found to be void, voidable, illegal, or otherwise unenforceable, it shall not affect legality or validity of the other provisions of this Agreement.