exh10-1_agmt.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

    EXHIBIT
      10.1

     

    FIRST
      AMENDMENT TO ACQUISITION AND CONSULTING AGREEMENT

    BETWEEN
      MAB RESOURCES LLC AND PETROHUNTER ENERGY CORPORATION

    DATED
      OCTOBER 18, 2007

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    FIRST
      AMENDMENT TO

    ACQUISITION
      AND CONSULTING AGREEMENT

    


    


    THIS
      FIRST AMENDMENT (“First Amendment”) is made this 18th day of October, 2007, by
      and between MAB Resources LLC (“MAB”) and PetroHunter Energy Corporation
      (“PetroHunter”), and is an amendment to that certain Acquisition and Consulting
      Agreement between MAB and PetroHunter, dated effective January 1, 2007 (the
      “Original Agreement”).

     

    The
      Parties agree as follows:

     

    1.           Section
      3.2(a) of the Original Agreement is hereby amended to provide that the Reserved
      ORRI: “(a) will not apply to or burden the any lease within the states of
      Montana or Utah, and will not apply to burden any lease within the area known
      as
      the Piceance II properties (as defined in the applicable Underlying Agreement)
      in any respect, effective October 1, 2007”.

     

    2.           Section
      3.3 of the Original Agreement is hereby deleted in its entirety, effective
      January 1, 2007, and replaced with the following:

     

    “3.3       PetroHunter
      Shares.  In
      addition to being subject to the Reserved ORRI, PetroHunter shall issue and
      deliver to MAB the following shares and shall execute the Promissory Note
      described in Section 3.5, as further consideration for MAB’s assignment and
      relinquishment of the MAB Working Interest: Within thirty days after Closing,
      PetroHunter shall issue to MAB fifty million (50,000,000) shares of its common
      stock, valued as of the close of trading on December 29, 2006, which is $1.62
      (US) per share.  No later than November 15, 2007, PetroHunter shall
      also issue to MAB twenty-five million (25,000,000) additional shares of its
      common stock.”

     

    3.          
      Schedules 1 and 2 under the Original Agreement, as well as any references to
      “Schedule 1” or “Schedule 2”, shall be deleted in their entirety.

     

    4.           The
      Original Agreement shall be terminated, effective retroactively to January
      1,
      2007, with respect to MAB’s rights, interests and obligations and with respect
      to all of PetroHunter’s (including its subsidiaries and affiliates) rights,
      interests and obligations pertaining in any manner to oil and gas property
      interests in the states of Montana and Utah.

     

    5.           Article
      5 of the Original Agreement is hereby deleted in its entirety, effective October
      1, 2007, except for Section 5.3(f), which shall remain in effect.

     

    6.           The
      defined terms in the Original Agreement shall apply to this First
      Amendment.

     

    7.           Except
      as expressly stated herein, the Original Agreement shall remain in full force
      and effect.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the Parties have executed this First Amendment as of the date
      first stated above.

     

    


    MAB
      RESOURCES LLC

    


    


    By:  
      /s/ Marc A. Bruner___________________

          Marc
      A. Bruner, President

    


    


    


    PETROHUNTER
      ENERGY CORPORATION

    


    


    By:    
      /s/ David E.
      Brody                                      

    Title:     Vice
      President and General Counsel