ZULU
        ENERGY CORP.

      CHAIRMAN'S
        EXPENSE AND COMPENSATION POLICY

       

       

      On
        June
        10, 2008, the Board of Directors (the “Board”)
        of Zulu
        Energy Corp. (the “Company”),
        approved this Chairman’s Expense and Compensation Policy (the “Policy”).
        In
        light of the substantial time and travel requirements of the Chairman of
        the
        Board on behalf of the Company, the Board determined that it is in the best
        interest of the Corporation and its shareholders to approve this Policy.
        This
        Policy is effective as of May 1, 2008. All amounts will be paid on the first
        day
        of the month for which they are the subject of, for example, the cell phone
        reimbursement for the month of July would be paid into the Chairman's account
        on
        July 1st. The Vice-Chairman will insure that this Policy is implemented
        immediately following approval by the Board.

       

      The
        Company shall make the following payments to the Chairman of the Board or
        take
        the following actions (as applicable):

       

      1.
        A two
        thousand dollar lump sum payment per month as reimbursement for cell phone
        usage
        regardless of actual amount of cell usage from May 1, 2008. 

       

      2.
        As
        with all executive officer, a flat $800 per month for auto expenses regardless
        of actual use from May 1, 2008.

       

      3.
        Immediate enrollment in the company health plan for Brian Hughes, spouse
        (or
        other plan qualified individuals), and children. Additionally, all expenses
        from
        May 1, 2008 until the company health plan is effective will immediately be
        reimbursed or paid for by the Company upon submission of invoices. The Company
        will pay for the plan in its entirety with no contribution from Mr. Hughes.
        Any
        person leaving his health plan and is qualified for COBRA, will have COBRA
        paid
        for by the Company for the duration of COBRA. The Company will also pay for
        Medjet Assistance Plus for all members designated by Mr. Hughes of Mr. Hughes'
        health plan effective immediately.

       

      4.
        The
        Company shall provide a Company issued credit card with a $50,000 limit.
        Personal expenses may be charged on the card as long as they are paid for
        by Mr.
        Hughes within 60 days.

       

      5.
        Twenty
        five thousand dollar advance against expenses renewed by the first of each
        month
        or earlier if requested by Mr. Hughes. This advance is required to be at
        a zero
        balance on 31 December of each year and on the last day of the taxable year
        for
        the Corportation if different than 31 December.

       

      6.
        As
        with all executive officers, Mr. Hughes shall be entitled to First Class
        domestic air travel. For the year of May 1, 2008 until April 30, 2009, Mr.
        Hughes will be required to travel First Class on all international flights.
        If
        an Around-the-World ticket is purchased, the Company will pay for the entire
        ticket even though there may be some segments that will not be on Company
        business.

       

      7.
        As Mr.
        Hughes spends more than 100 days a year traveling, he will be authorized
        to stay
        at hotels and in hotel rooms that have a club executive lounge or equivalent
        at
        a minimum.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

      8.
        The
        Company will pay for and or reimburse Mr. Hughes for all computer expenses
        from
        May 1, 2008 forward. This will include a laptop, software required to fulfill
        his responsibilities as Chairman and all accessories. All computer equipment
        and
        software will remain the property of Mr. Hughes upon his departure from the
        Company. All data remains property of the compay.

       

      9.
        Meeting with investors and others is a large part of the Chairman's duties,
        as
        such; all reasonable entertainment expenses will be reimbursed by the Company.
        The entertainment and amount is at the discretion of the Chairman and is
        not
        subject to the Company's regular reimbursement policies, however, this may
        be
        changed by the Board at any time such an expense is subsequently deemed by
        the
        Board to be unreasonable.

       

      10.
        The
        Company will maintain an office in Denver for his use and will include all
        computer equipment and software required to fulfill his responsibilities
        as
        Chairman. All computer equipment and software will remain the property of
        Mr.
        Hughes upon his departure from the Company. All data remains property of
        the
        company.

       

      11.
        Paragraph 17 (Indemnification) of the Vice-Chairman's contract will apply
        to the
        Chairman as well.

       

      12.
        The
        Secretary to the Executive Committee will keep an updated travel diary of
        the
        Chairman and prepare the twice monthly expense report. 13. The Vice-Chairman
        will approve all valid expenses and cause the approved amounts to be transferred
        to Mr. Hughes' account upon approval which will be done on no less than a
        twice
        monthly basis.

       

      14.
        The
        company will implement a legal and appropriate procedure to pay any taxable
        event for Mr. Hughes that may arise from this plan.