Project I - Rig 17 CONSULTING AGREEMENT

(a)

Worker’s Compensation Insurance, including with a minimum limit sufficient to cover the statutory requirements of such country, state or territory. Such insurance must name Consulting Firm as an additional insured with respect to its legal liability arising from the Company’s acts or omissions

(b)

Commercial General Liability Insurance, including Contractual Liability, Products, Completed Operations Liability and Personal Injury, and Broad Form Property Damage Liability coverage for damages to any property with a minimum combined single limit of $1,000,000 per occurrence and $5,000,000 umbrella excess liability. Such insurance must name Consulting Firm as an additional insured with respect to its legal liability arising from the Company’s acts or omissions.

(c)

“All Risk” Property insurance covering not less than the full replacement cost of the Company’s personal property while on or at the Company’s work location.

By:

/s/ David M. Adams

/s/ Dirk O’Hara, Managing Member

I.

The Company shall not be required to issue fractional shares of capital stock upon the delivery of Certificates which would evidence fractional shares of capital stock. In the event that a fraction of a share would, except for the provisions of this Section I, be issuable upon the Notice from the Consulting Firm, The Company shall pay to the Consulting Firm within five (5) days of receipt of its Notice an amount in cash equal to such fraction multiplied by the market value of a Share as calculated under this Agreement.

III.

Subject to the terms and conditions of this Agreement, promptly upon the Consulting Firm’s Notice in accordance with this Section, Consulting Firm shall be entitled to receive a stock certificate evidencing ownership of the Common Stock chares. The Certificate(s) shall be registered in the name of the Consulting Firm and shall be delivered, as provided above, to or upon the written Notice.

IV.

In case any that the Certificates shall be mutilated, lost, stolen or destroyed, The Company shall issue and deliver, in exchange and substitution for and upon cancellation of the mutilated Certificate, or in lieu of and in substitution for the Certificate lost, stolen or destroyed, a new Certificate of like tenor and representing an equivalent right or interest.

V.

The Company will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Shares or its authorized and issued Shares held in its treasury for the purpose of enabling it to satisfy its obligation under this Agreement to issue Shares upon Notice by the Consulting Firm, the full number of Shares deliverable as calculated by this Agreement.

VI.

The Company covenants that all Shares which may be issued pursuant to this Agreement will be validly issued, fully paid and non-assessable outstanding Shares of The Company.

VIII.

Registration Rights. The Company is obligated to register the shares of Common Stock provided for under this Agreement in any subsequent registration statement filed by The Company for its own account or the account of any other shareholder or the Consulting Firm with the SEC, so that Consulting Firm as the holder of such Common Stock shall be entitled to sell the same simultaneously with and upon the terms and conditions as the securities sold for the account of The Company or any other shareholders are being sold pursuant to any such registration statement, subject to reasonable and customary lock-up provisions as may be proposed by the underwriter of said registration statement and agreed to by the investors ("Piggyback Registration Right"). In Addition, upon the receipt by The Company of a written Notice from Consulting Firm as provided in the Agreement, the Company shall immediately act for the registration of all or any portion of the Shares of Common Stock comprising the Total Compensation, at any time that is within at least 30 days after the date of the Notice. The Company shall prepare and file, within 30 days after the date of such Notice of the Consulting Firm, a registration statement under the Act covering the Shares which are subject to such Notice and comprise the entire Total Compensation and shall use its best commercial efforts to cause such registration statement to become effective within 90 days following the Notice from the Consulting Firm (a “Demand Registration”). In connection with any Registration hereunder, The Company shall indemnify, defend and hold harmless the Consulting Firm, any underwriter, dealer or broker for Consulting Firm, and their respective affiliates, directors, officers, partners, employees, agents and representatives from and against any and all losses, claims, damages, liabilities, costs and expenses arising out of or based upon any untrue or alleged untrue statement of any material fact contained in a registration statement filed with the SEC pursuant thereto, any prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

IX.

Adjustment of Number of Shares and Class of Capital Stock Purchasable. The Number of Shares and Class of Capital Stock to be delivered under this Agreement are subject to adjustment from time to time as set forth in this Section.

(i)

pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock;

(ii)

subdivides its outstanding shares of Common Stock into a greater number of shares;

(iii)

combines its outstanding shares of Common Stock into a smaller number of shares;

(iv)

makes a distribution on its Common Stock in shares of its capital stock other than Common; or

(v)

issues by reclassification, conversion or recapitalization of its shares of Common Stock any shares of its capital stock or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of The Company;

(c)

Notice of Adjustments. If The Company shall propose to take any action specified above that would result in an adjustment of the number of Shares, then in each such case The Company shall give at least 10 days prior written notice to the Consulting Firm of such proposed action, which

X.

Successors. All the covenants and provisions of this Agreement by or for the benefit of The Company or Consulting Firm shall bind and inure to the benefit of their respective successor(s) and assigns hereunder.