Exhibit
      10.64

     

    CONSULTING
      AGREEMENT

    


    THIS
      CONSULTING AGREEMENT
      (“Agreement”) is entered into 24 October 2007, by and between Tekoil & Gas
      Corporation, a Delaware Corporation (the “Company”) and Portland Worldwide
      Investments Limited, a company established under the laws of the British Virgin
      Islands (hereinafter the “Consultant”).

     

    RECITALS

    


    A. The
      Company desires to retain Consultant as an independent contractor to perform
      certain consulting services, as specified below, and Consultant desires to
      provide such services to the Company.

    


    B. The
      parties desire to enter into this Agreement to set forth the obligations and
      responsibilities of each in connection with their relationship.

    


    In
      consideration of the mutual covenants contained herein and other good and
      valuable consideration, the parties hereto agree as follows:

    


    
      	1)	
              Services:
                The Company hereby retains Consultant and Consultant hereby agrees
                to
                perform consulting services for the Company in accordance with the
                terms,
                conditions and covenants set forth in this Agreement. Subject to
                the
                supervision and direction of the Company, Consultant will perform
                the
                services described in Schedule
                A
                attached to and made a part of this Agreement, and such other services
                as
                reasonably requested from time to time by the Company (the “Services”).
                Consultant shall devote so much of his productive time, ability and
                attention to the business of the Company during the term of this
                Agreement
                as is required for the full performance of the Services consistent
                with
                the standard of care for consultants in similar business enterprises.
                Consultant shall provide the personnel and administrative services
                necessary to provide the Services.

            


    

    


    
      	2)	
              Term:
                The term of this Agreement shall commence as of the date of this
                Agreement
                and shall continue in full force for 18 months, unless earlier terminated
                as provided herein. This Agreement may be renewed only upon the written
                mutual agreement of the parties.

            


    

     

    
      	3)	
              Compensation:
                As compensation for Consultant’s services as a consultant pursuant hereto,
                the Company agrees to provide the Consultant with the compensation
                set
                forth in Schedule
                B in
                the manner and to the extent set forth in such Schedule. To the extent
                that such compensation shall comprise, in whole or in part, any stock
                options or other securities, the Consultant shall, as a condition
                precedent to his receipt of any such consideration, execute any and
                all
                documents reasonably requested by the Company in connection therewith,
                including an investor affidavit, stock acquisition agreement and/or
                a
                stock option agreement.

            


    

    


    
      	4)	
              Contractor’s
                Representations:
                Consultant represents and warrants that Consultant is free to enter
                into
                this Agreement with the Company and that Consultant is not bound
                by any
                agreement, document or obligation that may prevent, or infringe on,
                his
                ability to perform any of the Services contemplated by this
                Agreement.

            


    

    


    
      	5)	
              Expenses:
                Consultant shall be responsible for its own expenses in connection
                with
                its performance hereunder.

            


    


      
      


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	6)	
              Relationship
                of the Parties:
                Consultant under this Agreement is and shall act as an independent
                contractor, and not as an agent, servant, partner, or employee of
                the
                Company. Nothing in this Agreement shall be construed to imply that
                either
                the Consultant or its agents or employees are officers or employees
                of the
                Company; or that this Agreement creates, in any manner, a partnership,
                joint venture, or other arrangement between Consultant and the Company.
                Consultant shall assume full responsibility to and for all of its
                agents
                and employees under federal, state and local laws or regulations
                regarding
                employees’ liability, worker’s compensation, unemployment insurance,
                income tax withholding, and authorization for employment, as well
                as any
                other acts, laws or regulations of similar import. Consultant hereby
                acknowledges and agrees that it shall have no authority to enter
                into any
                contract or agreement to bind the Company, except as specifically
                authorized by the Company and that in connection with the performance
                of
                the Services it shall have no authority to make any representations
                of any
                kind with respect to or on behalf of the Company.
                

            


    

    


    
      	7)	
              Personal
                Services:
                Consultant shall be personally responsible for the performance of
                the
                Services described herein, and shall be responsible for any persons
                employed by Consultant to assist Consultant in the performance of
                such
                Services.

            


    

    


    
      	8)	
              Non-Exclusive
                Services:
                The Services to be performed by the Consultant shall not prohibit
                the
                Consultant from performing similar consulting services to others
                so long
                as the performance of such services do not violate the other provisions
                of
                this Agreement.

            


    

    


    
      	9)	
              Non-Disclosure
                Covenant and Non-Circumvent:
                Consultant covenants and agrees that it will not, at any time during
                the
                term of this Agreement, or at any time thereafter, communicate or
                disclose
                to any person, or use for its own account or for the account of any
                other
                person, without the prior written consent of the Company, any confidential
                knowledge or information concerning any patents, inventions, know-how,
                processes or equipment used in, or any trade secret or confidential
                information concerning the business and affairs of the Company or
                any of
                its affiliates acquired by the Consultant during the term of this
                Agreement. The same shall not be used by Consultant in any manner
                other
                than in performance of the Services and all written material relating
                to
                the foregoing shall be returned to the Company promptly at the termination
                of this Agreement. Consultant will not allow such confidential knowledge
                and information or documents to be delivered by it or any person
                or entity
                outside the Company without duly authorized specific direction or
                consent
                by the Company. Consultant further covenants and agrees that, during
                the
                term of this Agreement and thereafter, it will retain all such
                confidential knowledge and information concerning the foregoing,
                in trust,
                for the sole benefit of the Company and its affiliates and their
                respective successors and assigns. Consultant shall ensure of the
                compliance of all of its employees and agents with the provisions
                of this
                convenant. 

            


    

    


    
      	10)	
              Notices:
                Any notice of communication to be given under the terms of this Agreement
                shall be in writing and delivered in person or deposited, certified
                or
                registered, in the United States Mail, postage prepaid, addressed
                as
                follows:

            


    

    


    If
      to
      Consultant: 

     

    3rd
      Floor,
      Omar Hodge Building

    Wickhams
      Cay 1

    Road
      Town

    Tortola,
      British Virgin Islands

    


    
      
         

      

      
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    If
      to
      Company: 

    


    25025
      Interstate 45 North, 

    Suite
      525, 

    The
      Woodlands, TX 77380, 

    United
      States


    


    
      	11)	
              Severability:
                In the event that any provision of this Agreement is held to be invalid,
                void or illegal by any court of competent jurisdiction, then the
                court
                making such determination may reduce the obligations so as to be
                enforceable according to applicable law and enforce such obligations
                as
                reduced. The remaining provisions of this Agreement shall be enforced
                according to their terms.

            


    

    


    
      	12)	
              Termination,
                Modification and Amendment:
                This Agreement shall not be altered or amended, except in writing,
                signed
                by all parties hereto, or such parties authorized agents. The Company
                shall not be entitled to terminate this Agreement prior to the expiration
                of its term.

            


    

    


    
      	13)	
              Entire
                Agreement:
                This Agreement constitutes and embodies the full and complete
                understanding and agreement of the parties hereto with respect to
                the
                subject matter hereof and supersedes all prior understandings or
                agreements, whether oral or in
                writing.

            


    

    


    
      	14)	
              Governing
                Law; Venue; Cost of Enforcement:
                This Agreement shall be governed by and construed in accordance with
                the
                laws of the State of Florida, without regard to the conflict of law
                principles thereof. The exclusive jurisdiction for any claim, action
                or
                proceeding in connection with this Agreement shall be in the appropriate
                state or federal courts located in Orange County, Florida and the
                parties
                submit themselves to such jurisdiction for matters arising in connection
                with this Agreement. In the event of the bringing of any action by
                either
                party hereto against the other arising out of this Agreement, the
                party
                who is determined to be prevailing party shall be entitled to recover
                from
                the other party all costs and expenses of suit, including reasonable
                attorney’s fees.

            


    

     

    
      	15)	
              No
                Waiver By Failure to Act
                Neither any failure nor any delay on the part of either party hereto
                in
                exercising any right hereunder shall operate as a waiver thereof;
                nor
                shall any single or partial exercise or any right hereunder preclude
                any
                other or further exercise thereof or the exercise of any other
                right.

            


    

    


    
      	16)	
              Assignment.
                This Agreement shall inure to the benefit of, and shall be binding
                upon,
                the successors and assigns of the parties hereto; provided, however,
                that
                Consultant shall not assign any right herein or delegate any duties
                without the prior written consent of the
                Company.

            


    

     

    [signature
      page follows]


    
      
         

      

      
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    IN
      WITNESS WHEREOF, this Consulting Agreement has been executed as of the day
      and
      year first written above.

     

    

      
        	
                “Company”

              	 	“Consultant”
	 	 	 	 	 
	
                Tekoil
                  & Gas Corporation

              	 	Portland
                Worldwide Investments Limited
	 	 	 	 	 
	
                By:

              	
                /s/
                  Mark S. Western

              	 	
                By:

              	
                /s/
                  Alexey Shubin

              
	
                Title:

              	
                President
                  and CEO

              	 	
                Title:

              	
                Director

              
	
                Date:

              	
                October
                  24, 2007

              	 	
                Date:

              	
                24/10/2007

              


      


     

    
      
         

      

      
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    Schedule
      A

     

    Services
      To Be Performed By Consultant

     

    Consultant
      will provide consulting services to the Company in connection with the
      development of the Company’s oil assets.



    
      
         

      

      
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    Schedule
      B

    


    Compensation
      to Consultant


    


    The
      Company shall pay the following compensation Consultant for the Services
      rendered pursuant to this Agreement:

     

    
      	
              First
                day of

            	 	
              US$

            	 
	
              November
                2007

            	 	 	
              16,527.78

            	 
	
              December
                2007

            	 	 	
              70,833.33

            	 
	
              January
                2008

            	 	 	
              73,194.44

            	 
	
              February
                2008

            	 	 	
              73,194.44

            	 
	
              March
                2008

            	 	 	
              68,472.22

            	 
	
              April
                2008

            	 	 	
              73,194.44

            	 
	
              May
                2008

            	 	 	
              70,833.33

            	 
	
              June
                2008

            	 	 	
              67,094.91

            	 
	
              July
                2008

            	 	 	
              59,027.78

            	 
	
              August
                2008

            	 	 	
              54,895.84

            	 
	
              September
                2008

            	 	 	
              48,796.31

            	 
	
              October
                2008

            	 	 	
              41,319.46

            	 
	
              November
                2008

            	 	 	
              36,597.24

            	 
	
              December
                2008

            	 	 	
              29,513.91

            	 
	
              January
                2009

            	 	 	
              24,398.17

            	 
	
              February
                2009

            	 	 	
              18,298.64

            	 
	
              March
                2009

            	 	 	
              11,018.54

            	 
	
              April
                2009

            	 	 	
              6,099.57

            	 


    

    


    In
      the
      event the first (1st) day of a calendar month falls on a day that is not a
      Business Day, the amount due shall be paid on the next succeeding Business
      Day.

    


    In
      the
      event any amount set forth above is not paid on the date on which it is due,
      such amount shall accrue interest at a rate of twenty three percent (23%) per
      annum from the due date until the date of actual payment calculated on the
      basis
      of a year of 360 days.

    


    In
      the
      event Consultant shall have rendered more or less Services during a particular
      month, the Company and Consultant shall sign an act of acceptance of Services
      setting forth the amount due for such month in lieu of the amount set forth
      above. 

    


    
      
         

      

      
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