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,

    


    ZULU
      ENERGY CORP.

     

    
      	By:	
              /s/
                James
                Hostetler                                   
                  

              Jamed
                Hostetler

              Executive
                Vice President and Chief Financial
                Officer

            


    

     

     

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

     

     

    OPTION
      HOLDER:

     

    
      	Signature of
              Individual:	
              /s/
                Dave
                Weisgerber                                     
                   

            
	 	 
	Printed Name of
              Individual:	Dave
              Weisgerber                                            


    

    
 

                                                                                                          
 

    Address

     

                                                                                                           
      

    City,
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    [Signature
      Page to Letter Agreement]