Letter Agreement, dated August 17, 2005, by and between Ignis Petroleum Group, Inc. and Joseph Gittelman

Mr. Joseph Gittelman

2027 Drexel Drive

Houston, Texas 77027

August 17, 2005

VIA EMAIL: ***@***

Re:	Ignis Petroleum Corporation - Exploration Advisor Consultant Agreement

Dear Joe:

It is with great pleasure that I extend to you the consulting position of Exploration Advisor. In your role, you will be a member of the Company's Board of Advisors whose responsibility is to work towards fulfilling the Company's goals, while providing ongoing recommendations to the executive team and board of directors, both strategic and tactical in nature. The agreement is for one year from the date of signing with two, one-year options to renew as mutually agreed.

POSITION SUMMARY - You will be responsible for providing input on matters of strategic, business development and technical importance, and will be an advisor to the executive team. The position overview is provided in Exhibit A and specific milestones for the first year in Exhibit B. You will be instrumental in Ignis' technical planning and evaluation and participate in fund raising as requested. This is a part-time position that will typically require two or more days per month in total commitment. At critical times, such as opportunity evaluation and planning, the time commitment may be more, but this would be considered unusual.

COMPENSATION - You will be provided a combination of cash, restricted common stock and common stock options as detailed in Exhibit C. We will provide you a cash retainer which will be replenished monthly. You will be granted up to 350,000 shares of Ignis Petroleum Group, Inc. stock over a period of three years. And you will be provided common stock options coinciding with the successful placement of funds into the company in which you personally assisted. A form 1099 will be provided at the end of each year for the payment of your services.

We are excited about your participation and are confident of the contributions you will make to achieve the goals of Ignis Petroleum.

AGREEMENT - Please indicate your acceptance by signing below.

/s/ Michael P. Piazza		/s/ Joseph Gittelman
By: Michael P. Piazza		By: Joseph Gittelman
Its: President and CEO		Its: Exploration Advisor
Date: August 25, 2005		Date: August 25, 2005

 

The holder of this position will be responsible for providing guidance and oversight of all exploration-related matters of the company and work within the senior management team on business strategy and development planning. The Advisor will be highly-skilled in petroleum geology and the geosciences with a 20+ year track record of finding and developing oil & gas. The position will report to the CEO and COO.

Be a key member of the senior management team and company's technical leader on all exploration-related activities

Lead company's activities as defined below leveraging industry contacts and consultants

Participate part-time with potential to increase time commitment commensurate with company success

Business strategy and planning

Prospect identification, evaluation and risk assessment

Petroleum geology and geoscience

Seismic acquisition and interpretation

Field development planning, joint ventures, and negotiations

BS or MS degree in geology or related field and significant exploration experience

Senior technical and business management experience in major or independent oil & gas  company with progressive leadership positions

Well-respected technical leader with strong industry affiliations

No disclosure of trade secrets; proprietary or confidential information of the Company or affiliate obtained during the course of this agreement except as required to carry out the terms of this agreement. No information regarding prospects evaluated on behalf of Ignis Petroleum Corporation shall be shared with or acted upon with third-parties without the prior written consent of the CEO or COO

During the next twelve months we expect that you will help Ignis Petroleum to achieve the following critical milestones:

Completion of business strategy and plan with senior management team

Development of work processes related to:  

Data acquisition and interpretation

Prospect identification and evaluation, and farm-outs

Geological and geophysical analysis

Resource estimation, risk assessment an portfolio balancing .

Development planning

Evaluation and/or generation of prospective opportunities

Completion of major funds placement, participate in select "road show" events as requested by CEO and COO

Introductions to industry people who can provide technical services or can be full-time employees. Participate in the interviewing of prospective employees as requested

Source, review and negotiate prospective opportunities to advance the cause the company. Help establish and manage relationships with prospective joint-venture partners

$1,500 retainer, replenished monthly as appropriate

Advisory services at prorated rate of $750 (USD) per day (1)

RESTRICTED STOCK: Total amend of 350,000 common shares granted as follows:

Purpose	Timing	Granted shares
Sign-on	At time of signing	43,750
Funds placement (equity or convertible preferred stock or similar)	At time of successful funds placement*	43,750
Advisory services	February 9, 2006	43,750
Advisory services	August 9, 2006	43,750
Advisory services	February 9, 2007	43,750
Advisory services	August 9, 2007	43,750
Advisory services	February 9, 2008	43,750
Advisory services	August 9, 2008	43,750
Total		350,000

* At least $10 million of cumulative placement

BONUS STOCK OPTIONS: Award of 7,500 non-qualified common share options, at a strike price of $1.00 for each $1,000,000 funds rated in which you had a part, (minimum $3,000,000 cumulative raised) for a maximum total of 125,000 common share options issued pursuant to the non-qualified plan to be adopted by the company.

SERVICE PRORATION: Either party can terminate the relationship without need for cause before the end of the one year. Upon such termination, the Exploration Advisor will keep whatever stock has been granted to that time. The Exploration Advisor agrees to provide transitional advisory services for a period of up to three months without further stock grants, however, normal cash compensation will remain in effect.

REIMBURSABLE EXPENSES: Reimbursed for reasonable and customary expenses incurred on behalf of and in furtherance of the business of the Company and upon approval of such expenses, Ignis shall promptly (within 30 days) provide reimbursement for such expenses.

Note: (1) Should the total cash compensation exceed $50,000 in any 12-month period then the Company may enter into discussions to convert the position to either a part-time or full-time employee of the Company, as required.

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