Zulu Energy Corp. 122 N. Main Street Sheridan, Wyoming 82801 Telephone: (307) 751-5517

May 21, 2008

Dear Mr. Weisgerber:

This letter agreement (the “Agreement”) reflects the terms and conditions under which the holders (individually an “Option Holder” and collectively the “Option Holders”) of options (the “Options”) to purchase shares (the “Shares”) of common stock (the “Common Stock”) of Zulu Energy Corp. (the “Company”) agree to amend their options to temporarily delay their ability to exercise any Option held by such Option Holder.

 

As you may be aware, the Company is in the process of obtaining funds through one or more financings (each a “Financing”) sufficient to commence exploration operations on the Company’s leased properties in the Republic of Botswana (the “Exploration Operations”).

 

The Company currently has 100,000,000 shares of Common Stock authorized under its Articles of Incorporation, as amended (the “Articles”), and such amount of authorized shares is insufficient to accomplish the financing(s) required to obtain funds sufficient to consummate the Exploration Operations. The Company intends to amend the Articles to increase its authorized shares of Common Stock to at least 150,000,000 shares of Common Stock as promptly as practicable after the closing of the initial Financing, which closed on Monday, May 7, 2008.

 

The undersigned and each Option Holder holds Options, which are fully vested, pursuant to each Option Holder’s employment agreement with the Company.

 

Additionally, the undersigned is to receive shares of restricted Common Stock (the “Restricted Stock”) from the Company pursuant to the terms of his employment agreement with the Company (the “Employment Agreement”), which have not yet been issued.

 

To facilitate the Company’s ability to accomplish the Financing(s) and to raise funds sufficient to consummate the Exploration Operations, the undersigned agrees to waive certain rights concerning (i) the exercise of his Options, (ii) the receipt of the shares of Restricted Stock pursuant to his Employment Agreement and (iii) to enter into certain other agreements as further described below.

 

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees as follows:

 

1. Waiver and Agreement. The undersigned hereby consents and agrees to waive his right and ability to (i) exercise any Option held by the undersigned and (ii) receive the shares of Restricted Stock from the Company until such time as the Company has amended its Articles to increase its authorized shares of Common Stock to at least 150,000,000 shares.

 

 

2. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF COLORADO, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

 

3. Captions. Section captions and headings used in this Agreement are for convenience only, and shall not affect the construction of this Agreement.

 

4. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

 

5. Counterparts and Execution of Agreement. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures of all purposes.

 

6. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective successors and assigns, and shall inure to the benefit of such parties and their respective successors and assigns.

 

7. Enforceability. The parties further acknowledge and agree that the enforceability of this Agreement as it pertains to the undersigned shall not be dependent upon obtaining an executed Agreement from any other Option Holder or any other holder of the Company’s securities.

 

8. Full Force and Effect. Except as specifically stated in this Agreement this Agreement shall not limit, diminish or waive the obligations of the parties under (i) the Options, (ii)  the Employment Agreement concerning the grant of the shares of Restricted Stock and (iii) the parties reaffirm their obligations under the Options and Employment Agreement concerning the Restricted Stock and agree that the Options and Employment Agreement remain in full force.

 

9. Information. The undersigned acknowledges that it has all information needed to enter into the agreements and make the waivers contemplated by this Agreement and if it has requested any information from the Company it acknowledges receiving the same.

 

[Remainder of Page Intentionally Left Blank]

 

 

If you accept the foregoing terms, please execute in the space provided below and return one copy to the Company as soon as possible.

 

Sincerely,

 

By:	/s/ James Hostetler                                       Jamed Hostetler Executive Vice President and Chief Financial Officer

 

 

AGREED AND ACCEPTED effective as of the date set forth above:

 

 

 

Signature of Individual:	/s/ Dave Weisgerber
Printed Name of Individual:	Dave Weisgerber

 

Address

 

City, State, Postal or Zip Code, Country

 

[Signature Page to Letter Agreement]