ex10_20.htm


    
      

    

    
      	
              Exhibit
                10.20

            	
              Consultant
                Agreement with
                Charles Flynn

            


    

    


    CONSULTANT
      AGREEMENT

    


    THIS
      AGREEMENT is made and entered into between CHARLES D. FLYNN
      (“Consultant”) and MOGUL ENERGY INTERNATIONAL, INC.
      (“Company”) (Consultant and Company are referred to
      interchangeably and collectively herein as “Party” and the
“Parties”), and is effective as of October 16th,
      2007 (“Effective
      Date”).

    


    RECITALS

    


    WHEREAS
      the Company desires to identify strategic partners for future oil exploration
      and development, and to develop new business strategies to grow the Company,
      and
      further its business purposes;

    


    WHEREAS
      the Consultant has invested significant time and energy in establishing
      relationships with third parties who may be strategic partners for the Company,
      and the Consultant has substantial business expertise in the resource
      industry;

    


    WHEREAS
      the Company may provide the Consultant with confidential, valuable, material
      non-public, and proprietary information for the purpose of identifying strategic
      partners and otherwise developing the Company’s business strategy, or for other
      purposes as the Parties may from time to mutually agree upon;

    


    WHEREAS
      the Parties desire to enter into this Agreement as a condition to the release
      of
      such confidential, valuable, material non-public, and proprietary
      information;

    


    NOW
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged by the Parties, and in consideration of the mutual
      promises contained herein, the Parties agree as follows:

    


    TERMS

    


    1.
      Term. The term of this Agreement shall commence on the
      Effective Date and shall terminate three (3) months thereafter, unless the
      Parties otherwise agree in writing. The Company shall have an option to extend
      the term of the Agreement by an additional three (3) months. The Company may
      terminate this Agreement upon notice with or without cause; provided, however,
      that unless Consultant is in default hereunder, the Company will pay Consultant
      on a pro-rata basis any amounts accrued and owing at the time of
      termination.

    


    2.
      Non-Circumvention. The Parties hereto, including their
      affiliates, subsidiaries, officers, directors, employees, agents or
      representatives, shall not, directly or indirectly, interfere with, circumvent,
      avoid, bypass or obviate, or cause any other person to interfere with,
      circumvent, avoid, bypass or obviate, the business relationship between the
      Parties, or the interest or relationship of either Party with its contacts,
      in
      any manner (i) to change or avoid direct or indirect payment of established
      or
      to-be-established fees or commissions, business agreements or combinations,
      or
      other related compensation agreed to by the Parties, or (ii) to influence or
      intervene in the continuance of any pre-established or any pre-contracted
      relationship between either Party and third-parties; and shall not initiate
      any
      transaction with any corporation, individual, partnership, or other entity
      revealed or introduced to it by the other Party in order to bypass or attempt
      to
      bypass the other Party in connection with any ongoing or future transaction
      or
      agreement.

    


    
      	
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                Exhibit
                  10.20

              	
                Consultant
                  Agreement with
                  Charles Flynn

              


      

    

    


    3.
      Non-disclosure. The Consultant shall treat as strictly
      confidential and shall not disclose certain confidential information (the
“Confidential Information”) that may be provided to the
      Consultant for the purposes of developing the Company’s business strategy, or
      for other purposes as the parties may from time to mutually agree upon.
      Confidential Information shall include the identities of Investors and/or their
      agents or representatives, financial information, and proprietary or trademarked
      information. All obligations hereunder with respect to Confidential Information
      shall continue through the duration of this Agreement. Confidential Information
      shall not include any information which the Consultant can show (a) is now
      or
      later becomes available in the public domain without breach of this Agreement
      by
      the Consultant, (b) was in the possession of the Consultant prior to disclosure
      to the Consultant, (c) was received from a third party without breach of any
      nondisclosure obligations to the Company or otherwise in violation of the
      Company’s rights, or (d) was developed by the Consultant independently of any
      Confidential Information received from the Company. Notwithstanding the
      foregoing, the Consultant may disclose Confidential Information under applicable
      law or pursuant to an order of a court or governmental agency, as required
      by
      that order, or pursuant to a decree, regulation or rule, provided that the
      Consultant shall first notify the Company of such disclosure and afford the
      Company opportunity to seek a protective order relating to such disclosure.
      The
      Consultant may disclose Confidential Information with the permission of the
      Company.

    


    4.
      Material Non-Public Information. The Consultant acknowledges
      that the Company is quoted on the OTCBB and is subject to certain reporting
      and
      disclosure obligations under Section 15(d) of the Securities Exchange Act of
      1934, and other U.S. securities laws. Where the Consultant is aware of the
      occurrence or existence of any pending corporate development with respect to
      the
      Company, or other non-public information that the Company believes may be
      material, any and all such information shall remain confidential to the
      Consultant until such information otherwise becomes public, unless disclosure
      is
      required by law. Notwithstanding the Consultant's agreement to keep such
      information confidential, the Consultant makes no acknowledgement that any
      such
      information is material, non-public information. The Consultant agrees to comply
      with U.S. securities laws with respect to its use of any such
      information.

    


    5.
      Scope of Services. The Consultant will assist the Company in
      locating strategic business partners and developing the Company’s business
      strategy. Consultant warrants that he is a natural person providing bona fide
      services to the Company that are not in connection with the offer or sale of
      the
      Company’s securities in a capital-raising transaction, and do not directly or
      indirectly promote or maintain a market for the Company’s securities; and
      Consultant agrees that such activities are prohibited under this
      Agreement.

    


    6.
      Consideration. Company agrees to compensate Consultant in the
      amount of Ten Thousand Dollars (US$10,000.00) per month during the term of
      this
      Agreement. In satisfaction of this amount, the Company agrees to issue to
      Consultant the equivalent of Ten Thousand Dollars ($10,000.00) in common stock
      of the Company, to be registered on Form S-8, if applicable, or other
      appropriate registration statement. The value of the stock will be determined
      by
      the average of the closing “bid” and “ask” price over the ten-day period prior
      to the issuance. Consultant shall be reimbursed by the Company for reasonable
      expenses incurred in performance of the services under this Agreement.
      Consultant hereby agrees that the responsibility for payment of taxes from
      the
      funds thus received under this Agreement shall be said Consultant’s
      obligation.

     

    
      
        	
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                Exhibit
                  10.20

              	
                Consultant
                  Agreement with
                  Charles Flynn

              


      

    

    


    7.
      Independent Contractor. The Consultant shall provide services
      pursuant hereto, as an independent contractor. The parties understand that
      the
      Consultant performs tasks, the details of which the Company does not have legal
      right to control and no such control is assumed by this Agreement. This
      Agreement does not create an employment relationship, partnership, or joint
      venture between the Consultant (or its employees) and the Company. Neither
      the
      Consultant nor its employees shall be deemed employees of the Company for any
      purpose whatsoever, and neither shall be eligible to participate in any benefit
      program provided by the Company. The Consultant shall not assign any interest
      in
      this Agreement and shall not transfer any interest in same without prior written
      consent of the Company.

    


    8.
      Discrimination Clause. The Consultant agrees to abide by the
      requirements of the following as applicable: Title VI and VII of the Civil
      Rights Act of 1964, as amended by the Equal Opportunity Act of 1972; Federal
      Executive Order 11246; Federal Rehabilitation Act of 1973, as amended; Vietnam
      Era Veteran’s Readjustment Assistance Act of 1974; Title IX of the Education
      Amendments of 1972; Age Act of 1975; and the requirements of the Americans
      with
      Disabilities Act of 1990. The Consultant agrees not to discriminate in its
      employment practices, and will render services under this Agreement without
      regard to race, color, religion, sex, national origin, veteran status, political
      affiliation, or disabilities.

    


    9.
      Insurance and Release. The Company provides no medical or
      workers' compensation insurance coverage for the Consultant under this
      Agreement. The sole responsibility for providing appropriate insurance coverage
      lies solely with the Consultant. Further, the Consultant agrees to release
      and
      hold harmless the Company, its officers, agents and/or employees from and
      against any and all liability and costs (including attorney's fees) incurred
      in
      connection with any claims or demands for damages of any nature whatsoever,
      including but not limited to bodily injury, death, personal injury or property
      damage arising from or caused by the acts or failure to act of the Consultant
      or
      its employees.

    


    10.
      No Third Party Beneficiaries. Nothing in this Agreement,
      express or implied, is intended or shall be construed to confer upon any person,
      firm or corporation other than the parties hereto and their respective
      successors or assigns, any remedy or claim under or by reason of this Agreement
      or any term, covenant or condition hereof, as third party beneficiaries or
      otherwise, and all of the terms, covenants and conditions hereof shall be for
      the sole and exclusive benefit of the parties hereto and their successors and
      permitted assigns.

    


    11.
      Cumulative Obligations. Each Party’s obligations hereunder are
      in addition to, and not exclusive of, any and all of its other obligations
      and
      duties to the other party, whether express, implied, in fact or in
      law.

    


    12.
      Entire Agreement. This Agreement constitutes the entire
      agreement between the Parties relating to the matters discussed herein and
      shall
      not be amended or modified except by written instrument duly executed by each
      of
      the Parties hereto. Any and all previous agreements and understandings between
      the Parties regarding the subject matter hereof, whether written or oral, are
      superseded by this Agreement.

    


    13.
      Dispute Resolution. The Parties hereto agree that this
      Agreement shall be governed by the laws of the State of Washington, without
      giving effect to the principle of conflict of laws. All actions or proceedings
      arising in connection with this Agreement shall be brought and litigated
      exclusively in the courts located in King County, Washington. The aforementioned
      choice of venue is intended by the Parties to be mandatory and not permissive
      in
      nature, precluding litigation between the Parties with respect to any issue
      arising out of this Agreement in any jurisdiction other than that specified
      in
      this paragraph. Each Party hereby waives any right it may have to assert the
      doctrine of forum non conveniens or similar doctrine or to object to
      venue with respect to any proceeding brought in accordance with this paragraph,
      and stipulates that the courts located in King County, Washington shall have
      personal jurisdiction over each of them for the purpose of litigating any
      dispute, controversy, or proceeding arising out of or related to this Agreement.
      Each Party hereby authorizes and accepts service of process sufficient for
      personal jurisdiction in any action against it as contemplated by this paragraph
      by registered or certified mail, return receipt requested, postage prepaid,
      to
      the address specified on the last page of this Agreement or such other address
      as either party may have given to the other in writing. Any final judgment
      rendered against a Party in any action or proceeding shall be conclusive as
      to
      the subject of such final judgment and may be enforced in other jurisdictions
      in
      any manner provided by law. The prevailing Party in a dispute brought in
      connection with this Agreement shall be entitled to reasonable attorneys’ fees
      and costs.

     

    
      
        	
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                  AND CONFIDENTIAL

              	
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                Exhibit
                  10.20

              	
                Consultant
                  Agreement with
                  Charles Flynn

              


      

    

    


    14.
      Miscellaneous. In the event that one or more of the provisions
      contained in this Agreement shall, for any reason, be held to be invalid,
      illegal or unenforceable in any respect, then to the maximum extent permitted
      by
      law, the remaining provisions of this Agreement shall remain in full force
      and
      effect. Any waiver, express or implied, by any Party of any of its rights
      arising under this Agreement must be in writing and shall not constitute or
      be
      deemed a waiver of any other right hereunder, whether of a similar or dissimilar
      nature. This Agreement shall be binding upon and inure to the benefit of the
      Parties hereto and their respective successors and assigns. This Agreement
      may
      be executed in one or more counterparts, all of which shall constitute one
      and
      the same instrument. A faxed or photocopied signature shall have the force
      and
      effect of an original, and each executed copy shall be a counterpart original
      of
      equal force and effect and enforceable against the party executing the
      counterpart. The headings in this Agreement are inserted for convenience only,
      are not part of this Agreement, and shall not in any manner affect the meaning
      of this Agreement or any paragraph, term, and/or provision of this Agreement,
      and shall not be interpreted to be a part of this Agreement for any
      purpose.

    


    THE
      UNDERSIGNED HAVE READ THIS AGREEMENT AND HAVE TAKEN THE TIME NECESSARY TO REVIEW
      COMPLETELY AND FULLY UNDERSTAND THIS AGREEMENT. THE UNDERSIGNED FULLY UNDERSTAND
      THIS AGREEMENT, ACCEPT, AND VOLUNTARILY AGREE TO EACH AND EVERY PARAGRAPH,
      TERM,
      AND/OR PROVISION CONTAINED IN IT, AND FULLY ACCEPT AND AGREE TO IT AS BINDING
      UPON THE UNDERSIGNED FOR ANY AND ALL PURPOSES WHATSOEVER.

    


    
      
        	
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                Exhibit
                  10.20

              	
                Consultant
                  Agreement with
                  Charles Flynn

              


      

    

    


    IN
      WITNESS WHEREOF, the Parties’ authorized representatives have executed this
      Agreement to be effective as of the date first written above.

    


    
      	
              CHARLES D. FLYNN
                (Consultant)

            	 
	
               

            	 	 	 	 	 
	 	 	 	 	 	 
	
              By:

            	
              /s/
                Charles D. Flynn

            	 	
              Date:

            	
              October
                16, 2007

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              Name:

            	
              Charles D. Flynn

            	 	
              Address:

            	
              Vancouver,
                B.C.

            	 
	 	 	 	 	 	 
	
              Title:

            	
               

            	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              MOGUL
                ENERGY INTERNATIONAL, INC. (Company)

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              By:

            	
              /s/
                Naeem Tyab

            	 	
              Date:

            	
              October
                16, 2007

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              Name:

            	
              Naeem Tyab     
                

            	 	
              Address:

            	
              520
                Pike Street, Suite 2210,

            	 
	 	 	 	 	 	 
	
              Title:

            	
              President          
                

            	 	
              Seattle,
                WA 98101 

            	 


    

     

    
      
        	
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