Consulting Agreement dated effective March 1, 2008 with Rahul Gandhi

MANAGEMENT CONSULTING SERVICES AGREEMENT

THIS MANAGEMENT CONSULTING SERVICES AGREEMENT is made and dated for reference effective as at February 15, 2008 (the “Effective Date”).

AMONG:

PLURIS ENERGY GROUP INC., a company incorporated under the laws of the State of Nevada, U.S.A., and having an executive office and an address for notice and delivery located at 2703 – 550 Pacific Street, Vancouver, British Columbia, V6Z 3G2 Canada;

(the “Company”)

AND:

PLURIS ENERGY GROUP INC., a company incorporated under the laws of the British Virgin Islands, and also having an executive office and an address for notice and delivery located at 2703 – 550 Pacific Street, Vancouver, British Columbia, V6Z 3G2 Canada;

(the “Subsidiary Company”, and together with the Company, the “Companies”)

AND:

RAHUL GANDHI, having an address for notice and delivery located at Suite 2507, 550 Pacific Street, Vancouver, British Columbia V6Z 3G2 Canada

(the “Consultant”)

WHEREAS:

A. The Company is incorporated under the laws of the State of Nevada, U.S.A., has a class of securities registered with the United States Securities and Exchange Commission and has its common shares (the “Common Shares”) listed for trading on the NASD Over-The-Counter Bulletin Board;

B. The Subsidiary Company is a subsidiary of the Company and is incorporated under the laws of the British Virgin Islands;

C. The Company, the Subsidiary Company, and the Consultant wish to enter into a Management Consulting Services Agreement pursuant to which the Consultant will render services to the Company and to the Subsidiary Company upon certain terms and conditions as set out herein; and

NOW THEREFORE, in consideration of the mutual covenants and provisos herein contained, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following words and phrases will have the following meanings:

1.2 Interpretation. For the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

ARTICLE 2
GENERAL SERVICES AND DUTIES OF THE CONSULTANT

2.1 General Services. During the continuance of this Agreement the Companies hereby agree to retain the Consultant to provide the services as the Chief Financial Officer of each of the Companies. The Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Consultant by, the Board of Directors of the Company consistent with such positions, and the Consultant also agrees to provide such related services as the Board of Directors will reasonably assign to the Consultant from time to time and as may be necessary for the ongoing maintenance and development of the Companies’ various Business interests during the continuance of this Agreement, those general services of which are further defined in Schedule “A” as attached hereto (collectively, the “General Services”).

2.2 Part-Time Provision of General Services. The Parties expressly acknowledge and agree that the Consultant will commit and provide to the Companies the General Services on a generally part-time basis during the continuance of this Agreement and in consideration for the provision of the General Services, the Company agrees to pay and provide to the order and direction of the Consultant each of the proposed Fees, Expenses, applicable payment reimbursements, Options, Stock Appreciation Rights and Bonuses in accordance with Article 3 and Article 4 herein. The Parties further expressly acknowledge that the Consultant retains a full-time senior position at a major accounting firm in Vancouver, Canada (the “Firm”) and must maintain at all times, those responsibilities of which his role in the Firm requires of him in priority to those of the General Services; the Consultant at all times, however, acknowledges and agrees to ensure that all requirements of the Company’s undertakings pursuant to the Consultant performing the General Services on behalf of the Company, are being performed timely and in accordance with the needs and requirements of the Company.

2.3 Additional duties respecting the General Services. Without in any way limiting the generality of the General Services as set forth in Section 2.1 herein, the Parties further acknowledge and agree that Consultant will, during the continuance of this Agreement:

2.4 Adherence to rules and policies of the Companies. The Consultant and agrees to abide by the reasonable rules, regulations, instructions, personnel practices and policies of the Companies and any changes thereto which may be adopted from time to time as such rules, regulations, instructions, personnel practices and policies may be reasonably applied to the Chief Financial Officer of each of the Companies.

2.5 Allocation of Time. The Consultant and the Companies hereby agree that the Consultant will divide its time to the Company and the Subsidiary Company on an equal basis.

ARTICLE 3
INITIAL TERM, EFFECTIVENESS, TERMINATION AND SEVERANCE

3.1 Initial Term. The initial term of this Agreement (the “Initial Term”) is for a period of one year commencing on the Effective Date as set forth hereinabove, however, is subject, at all times, to the Company’s prior receipt, if required, of approval from each of the Regulatory Authorities to the terms and conditions of and the transactions contemplated by this Agreement. This Agreement shall automatically renew for additional one-year terms after the expiration of the Initial Term for four subsequent one year terms, unless otherwise modified in writing by either of the Parties prior to the end of the Initial Term or any other term thereafter pursuant to this clause 3.1.

3.2 Effectiveness of the Agreement. This Agreement commences on the Effective Date but is subject at all times to the Companies’ prior receipt, if required, of Regulatory Approval from each of the Regulatory Authorities to the terms and conditions of and the transactions contemplated by this Agreement.

3.3 Termination without cause by the Companies. Notwithstanding any other provision herein, the Companies may terminate this Agreement without cause at any time after the Effective Date upon their delivery to the Consultant of prior written notice of their intention to do so (the “Notice of Termination”) at least 30 calendar days prior to the effective date of any such termination (the “Effective Termination Date”).

3.4 Ongoing Obligations of Consultant. If the Companies terminate this Agreement pursuant to Section 3.3 above, the Consultant’s ongoing obligation to provide the General Services will continue only until the Effective Termination Date and the Companies will continue to pay to the Consultant all amounts otherwise payable to the Consultant under Article 4 herein until the Effective Termination Date (including, but without limiting any of the amounts payable under Article 4 herein, a pro rata portion of any Fees, bonuses, Vacation pay and Benefits).

3.5 Termination without cause by the Consultant. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by the Consultant without cause at any time after the Effective Date and during the continuance of this Agreement upon the Consultant’s delivery to the Companies of prior written notice of its intention to do so at least 30 calendar days prior to the effective date of any such termination (herein also the “Effective Termination Date”).

3.6 Termination for cause by any Party. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Parties of such Party’s intention to do so at least 30 calendar days prior to the effective date of any such termination (herein also the “Effective Termination Date”), and damages sought, if:

3.7 Disability or death and Advance. Notwithstanding any other provision of this Agreement, this Agreement may be terminated at any time by any Party within 30 calendar days after the death or disability of the Consultant, as a without fault termination (the resulting effective date of any such termination being herein also the “Effective Termination Date”). For the purposes of this Agreement the term “disability” will mean the Consultant will have been unable to provide the General Services contemplated under this Agreement for a period of 60 calendar days, whether or not consecutive, during any 360 calendar day period, due to a physical or mental disability. A determination of disability will be made by a physician satisfactory to both the Consultant and the Company; provided that if the Consultant and the Company do not agree on a physician, the Consultant and the Company will each select a physician and these two together will select a third physician whose determination as to disability will be binding on all Parties. In the event that the Consultant’s employment is terminated by death or because of disability pursuant to this Agreement, the Company will pay to the estate of the Consultant or to the Consultant, as the case may be:

3.8 Effect of termination. Terms of this Agreement relating to accounting, payments, confidentiality non-compete, accountability for damages or claims, and all other matters reasonably extending beyond the terms of this Agreement and to the benefit of the Parties hereto or for the protection of the Business of the Companies will survive the termination of this Agreement, and any matter of interpretation thereto will be given a wide latitude in this regard. In addition, and without limiting the foregoing, each of Sections 3.3, 3.5, 3.6, and 3.7 herein will survive the termination of this Agreement.

ARTICLE 4
GENERAL SERVICES COMPENSATION OF THE CONSULTANT

4.1 Fees. It is hereby acknowledged and agreed that the Consultant will render the General Services during the continuance of this Agreement and will thus be compensated by the Company and the Subsidiary Company from the effective date of this Agreement to the termination of the same as follows:.

(collectively, the “Equity Awards”).

4.2 Bonuses and Options. The Company will pay to the Consultant, at the sole discretion of the Board, such bonuses and will grant to the Consultant, when available and subject to each of the rules and policies of the regulatory authorities and applicable securities legislation and the terms and conditions of the Company’s then existing compensation plan, Options. The amount and extent of such bonus or grant of Options will be determined after taking into consideration the Company’s and the Consultant’s performance.

4.3 Reimbursement of Expenses. It is hereby acknowledged and agreed that the Consultant will also be reimbursed for all direct, reasonable expenses actually and properly

incurred by the Consultant for the benefit of the Companies (the “Expenses”); and which Expenses, it is hereby acknowledged and agreed, will be payable by the Companies to the order, direction and account of the Consultant as the Consultant may designate in writing, from time to time, as soon as conveniently possible after the prior delivery by the Consultant to such of the Companies of written substantiation on account of each such reimbursable Expense.

4.4 Change in Control In the event of a Change in Control, all Options and Stock Appreciation Rights which have not yet vested will immediately vest and become exercisable by the Consultant and the Consultant will be entitled to receive, in addition to all other compensation set out in Article 4 hereof, the following:

4.5 Spin-Off Provision. The Company and the Subsidiary Company covenant and agree that if the Subsidiary Company is spun-off by the Company to become a separate company, then:

ARTICLE 5
ADDITIONAL OBLIGATIONS OF THE CONSULTANT

5.1 Reporting. At such time or times as may be required by the Board of Directors of each of the Companies, acting reasonably, the Consultant will provide the Board of Directors with such information concerning the results of the Consultant’s General Services and activities hereunder for the previous month as the Board of Directors may reasonably require.

5.2 No conflict. During the continuance of this Agreement, the Consultant will not engage in any business or activity which reasonably may detract from or conflict with the Consultant’s respective duties and obligations to the Companies as set forth in this Agreement, except for those described in section 2.2 of this Agreement, without the prior written consent of the Board of Directors of the Companies. In addition, the Parties further acknowledge and agree that all restrictions or obligations in this Agreement are necessary and fundamental to the protection of the Business interests and are reasonable and valid, and all defenses to the strict enforcement thereof by the Consultant are hereby waived.

5.3 Confidentiality. The Consultant will not, except as authorized or required by the Consultant’s duties hereunder, reveal or divulge to any person or companies any information concerning the organization, business, finances, transactions or other affairs of the Companies or of any of the Companies’ respective subsidiaries which may come to the Consultant’s knowledge during the continuance of this Agreement, and the Consultant will keep in complete secrecy all confidential information entrusted to the Consultant and will not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Companies’ respective Business interests. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information or knowledge which may come into the public domain.

5.4 Compliance with applicable laws. The Consultant will comply with all Canadian, U.S. and foreign laws, whether federal, provincial or state, applicable to the Consultant’s duties hereunder and, in addition, hereby represents and warrants that any information which the Consultant may provide to any person or company hereunder will, to the best of the Consultant’s knowledge, information and belief, be accurate and complete in all material respects and not misleading, and will not omit to state any fact or information which would be material to such person or company.

5.5 Opinions, reports and advice of the Consultant. The Consultant acknowledges and agrees that all written and oral opinions, reports, advice and materials provided by the Consultant to the Companies in connection with the Consultant’s engagement hereunder are intended solely for the Companies’ benefit and for the Companies’ uses only, and that any such written and oral opinions, reports, advice and information are the exclusive property of the Companies. In this regard the Consultant covenants and agrees that the Companies may utilize any such opinion, report, advice and materials for any other purpose whatsoever and, furthermore, may reproduce, disseminate, quote from and refer to, in whole or in part, at any time and in any manner, any such opinion, report, advice and materials in the Companies’ sole and absolute discretion.

5.6 Consultant’s business conduct. The Consultant warrants that the Consultant will conduct the business and other activities in a manner which is lawful and reputable and which brings good repute to the Companies, the Business interests and the Consultant. In particular, and in this regard, the Consultant specifically warrants to provide the General Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as set by the specifications of the Companies. In the event that either of the Companies has a reasonable concern that the business as conducted by the Consultant is being conducted in a way contrary to law or is reasonably likely to bring disrepute to the Business interests or to the Companies’ or the Consultant’s reputation, the Companies may require that the Consultant make such alterations in the Consultant’s business conduct or structure, whether of management or Board representation or Consultant or sub-licensee representation, as the Board of Directors may reasonably require, in its sole and absolute discretion, failing which the Company, in its sole and absolute discretion, may terminate this Agreement upon 30 calendar days’ prior written notice to the Consultant. In the event of any debate or dispute as to the reasonableness of the Board of Directors of the Company’s request or requirements, the judgment of the Board of Directors will be deemed correct until such time as the matter has been determined by arbitration.

ARTICLE 6
INDEMNIFICATION, INSURANCE AND LEGAL PROCEEDINGS

6.1 Indemnification. The Companies hereby agree to indemnify and save harmless the Consultant (the “Indemnified Parties”) from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatever nature or kind and to the extent allowed by law and including, without limitation, any investigation expenses incurred by the Consultant, to which the Consultant may become subject by reason only of the performance by the Consultant of the General Services under this Agreement; provided, however, that this indemnity will only apply if the General Services are performed faithfully, diligently, to the best of the Consultant’s abilities and in the best interests of the Companies. This indemnity will not apply in respect of the Consultant in the event and to the extent that a Court of competent jurisdiction in a final judgment will determine that the Consultant was grossly negligent or guilty of willful misconduct.

6.2 Insurance. During the continuance of this Agreement it is hereby acknowledged and agreed that the Company will use its best efforts to seek and obtain directors’ and officers’ liability insurance (the “Insurance”) for its Board of Directors and Senior Officers which in no case will be less than the insurance which a reasonable and prudent businessman carrying on a similar line of business would acquire from time to time. In connection with the foregoing it is hereby further acknowledged and agreed that any such Insurance will be placed with a reputable and financially secure insurance carrier and will include the Company as an additional insured and will provide primary coverage with respect to the activities contemplated by this Agreement. Furthermore, it is also intended that any such Insurance policy(ies) will include severability of interest and cross-liability provisions and will provide that the policy(ies) will not be canceled or materially altered except upon at least 30 calendar days’ prior written notice to each of the relevant parties thereto.

6.3 No Indemnification. This indemnity will not apply in respect of an Indemnified Party in the event and to the extent that a Court of competent Jurisdiction in a final judgment will determine that the Indemnified Party was grossly negligent or guilty of willful misconduct.

6.4 Claim of Indemnification. The Parties hereto agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming this indemnity.

6.5 Notice of Claim. In case any action is brought against an Indemnified Party in respect of which indemnity may be sought against either of the Parties hereto, the Indemnified Party will give both Parties hereto prompt written notice of any such action of which the Indemnified Party has knowledge and the relevant Party will undertake the investigation and defense thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Party affected and the relevant Party and the payment of all expenses. Failure by the Indemnified Party to so notify will not relieve the relevant Party of such relevant Party’s obligation of indemnification hereunder unless (and only to the extent that) such failure results in a forfeiture by the relevant Party of substantive rights or defenses.

6.6 Settlement. No admission of liability and no settlement of any action will be made without the consent of each of the Parties hereto and the consent of the Indemnified Party affected, such consent not to be unreasonable withheld.

6.7 Legal Proceedings. Notwithstanding that the relevant Party will undertake the investigation and defense of any action, an Indemnified Party will have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless:

6.8 Contribution. If for any reason other than the gross negligence or bad faith of the Indemnified Party being the primary cause of the loss claim, damage, liability, cost or expense, the foregoing indemnification is unavailable to the Indemnified Party or insufficient to hold them harmless, the relevant Party will contribute to the amount paid or payable by the Indemnified Party as a result of any and all such losses, claim, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the relevant Party on the one hand and the Indemnified Party on the other, but also the relative fault of relevant Party and the Indemnified Party and other equitable considerations which may be relevant. Notwithstanding the foregoing, the relevant Party will in any event contribute to the amount paid or payable by the Indemnified Party, as a result of the loss, claim, damage, liability, cost or expense (other than a loss, claim, damage, liability, cost or expenses, the primary cause of which is the gross negligence or bad faith of the Indemnified Party), any excess of such amount over the amount of the fees actually received by the Indemnified Party hereunder.

ARTICLE 7
FORCE MAJEURE

7.1 Events. If either Party hereto is at any time either during this Agreement or thereafter prevented or delayed in complying with any provisions of this Agreement by reason of strikes, walk-outs, labour shortages, power shortages, fires, wars, acts of God, earthquakes, storms, floods, explosions, accidents, protests or demonstrations by environmental lobbyists or native rights groups, delays in transportation, breakdown of machinery, inability to obtain necessary materials in the open market, unavailability of equipment, governmental regulations restricting normal operations, shipping delays or any other reason or reasons beyond the control of that Party, then the time limited for the performance by that Party of its respective obligations hereunder will be extended by a period of time equal in length to the period of each such prevention or delay.

7.2 Notice. A Party will within three calendar days give notice to the other Party of each event of force majeure under Section 7.1 herein, and upon cessation of such event will furnish the other Party with notice of that event together with particulars of the number of days by which the obligations of that Party hereunder have been extended by virtue of such event of force majeure and all preceding events of force majeure.

ARTICLE 8
GENERAL PROVISIONS

8.1 Entire Agreement. This Agreement constitutes the entire agreement to date between the Parties hereto and supersedes every previous agreement, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the Parties with respect to the subject matter of this Agreement and including, without limitation, the terms and conditions of the Underlying Agreement.

8.2 No Assignment. This Agreement may not be assigned by any Party hereto except with the prior written consent of the other Parties.

8.3 Notice. Each notice, demand or other communication required or permitted to be given under this Agreement will be in writing and will be sent by prepaid registered mail deposited in a recognized post office and addressed to the Party entitled to receive the same, or delivered to such Party, at the address for such Party specified on the front page of this Agreement. The date of receipt of such notice, demand or other communication will be the date of delivery thereof if delivered, or, if given by registered mail as aforesaid, will be deemed conclusively to be the third business day after the same will have been so mailed, except in the case of interruption of postal services for any reason whatsoever, in which case the date of receipt will be the date on which the notice, demand or other communication is actually received by the addressee. Any Party may at any time and from time to time notify the other Parties in writing of a change of address and the new address to which notice will be given to it thereafter until further change.

8.4 Time of the Essence. Time will be of the essence of this Agreement.

8.5 Enurement. This Agreement will enure to the benefit of and will be binding upon the Parties hereto and their respective heirs, executors, administrators and assigns.

8.6 Currency. Unless otherwise stipulated, all payments required to be made pursuant to the provisions of this Agreement and all money amount references contained herein are in lawful currency of the United States.

8.7 Further Assurances. The Parties will from time to time after the execution of this Agreement make, do, execute or cause or permit to be made, done or executed, all such further and other acts, deeds, things, devices and assurances in law whatsoever as may be required to carry out the true intention and to give full force and effect to this Agreement.

8.8 Applicable Law. The situs of this Agreement is Vancouver, British Columbia, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws and Courts prevailing in the Province of British Columbia.

8.9 Severability and Construction. Each Article, section, paragraph, term and provision of this Agreement, and any portion thereof, will be considered severable, and if, for any reason, any portion of this Agreement is determined to be invalid, contrary to or in conflict with any applicable present or future law, rule or regulation in a final unappealable ruling issued by any court, agency or tribunal with valid jurisdiction in a proceeding to which any Party hereto is a party, that ruling will not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise intelligible (all of which will remain binding on the Parties and continue to be given full force and effect as of the date upon which the ruling becomes final).

8.10 Counterparts. This Agreement may be signed by the Parties hereto in as many counterparts as may be necessary, and via facsimile if necessary, each of which so signed being deemed to be an original and such counterparts together constituting one and the same instrument and, notwithstanding the date of execution, being deemed to bear the Effective Date as set forth on the front page of this Agreement.

8.11 No Partnership or Agency. The Parties have not created a partnership and nothing contained in this Agreement will in any manner whatsoever constitute any Party the partner, agent or legal representative of the other Parties, nor create any fiduciary relationship between them for any purpose whatsoever.

8.12 Consents and Waivers. No consent or waiver expressed or implied by either Party in respect of any breach or default by the other in the performance by such other of its obligations hereunder will:

     IN WITNESS WHEREOF the Parties hereto have hereunto set their respective hands and seals as at the Effective Date as herein determined.

THE CORPORATE SEAL OF
PLURIS ENERGY GROUP INC., the
Company herein, was hereunto affixed in the
presence of:

THE CORPORATE SEAL OF
PLURIS ENERGY GROUP INC., the
Subsidiary Company herein, was hereunto
affixed in the presence of:

Schedule “A”

This is Schedule “A” to that certain Consulting Services Agreement respecting the Companies.

General Services

Without in any manner limiting the generality of the General Services to be provided by the Consultant as set forth in section “2.1” of the Agreement hereinabove, it is hereby also acknowledged and agreed that the Consultant will provide the following specific consulting services to the Company, or to any of the Company’s respective subsidiaries, as the case may be and as may be determined by the Board of Directors of the Company, from time to time, in their sole and absolute discretion, and in conjunction with the maintenance and development of the Company’s various Business interests subject, at all times, to the direction of the Board of Directors:

The Consultant agrees to provide certain consulting services as it relates to performing the tasks of Chief Financial Officer of the Company, as follows:

In this regard it is hereby acknowledged and agreed that the Consultant shall be entitled to communicate with and rely upon the immediate advice and instructions of the Chief Executive Officer of the Company or upon the advice or instructions of such other Director or Officer of the Company that has been designated by the Chief Executive Officer, from time to time, in order to initiate, coordinate and implement the General Services as contemplated herein.