Exhibit
      10.8

     

    CONSULTING
      AGREEMENT

    Effective
      September 20, 2007

     

    Between:

     

    NORTHERN
      ALBERTA OIL LTD.

    a
      company
      incorporated pursuant to the

    laws
      of
      the Province of Alberta

    (hereinafter
      referred to as the “Company”)

     

    and

     

    R.N.
      DELL ENERGY LTD. 

    a
      company
      incorporated pursuant to the

    laws
      of
      the Province of Alberta 

    (hereinafter
      referred to as the “Consultant”)

     

    WHEREAS
      the Company is engaged in the
      development and exploitation of heavy oil and gas and desires to enter into
      a
      production stage in its leases in Alberta, Canada (the “Projects”), which are
      currently owned and operated by the Company; and,

     

    WHEREAS
      the Consultant employs the
      services of Edward A. Howard (“Howard”) a well-respected Geologist and
      Palynologist who has substantial knowledge and expertise regarding the
      geological matters related to oil and gas recovery in the Western Sedimentary
      Basin of the Projects; and

     

    WHEREAS
      the Company wishes to obtain
      the expertise and knowledge of the Consultant in order to make use of the
      Projects specifically related to heavy oil and gas in Alberta,
      Canada;

     

    AND
      WHEREAS the Consultant has agreed
      to perform services for the Projects in accordance with the terms and conditions
      set out in this Agreement;

     

    NOW
      THEREFORE in consideration of the
      mutual covenants and agreements contained herein, the parties agree as
      follows:

     

    Consulting
      Services

     

    
      	
              1.

            	
              Scope
                of Consulting Services. The Company hereby retains the Consultant to:
                (1) render to the Company advice, consultation, assistance and expertise
                with respect to the use, development and exploitation of the Projects,
                and
                to perform such reasonable services as the Company requests relating
                thereto. Without restricting the generality of the foregoing, the
                Consultant agrees to make the services of Howard available to the
                Company
                for 4 days per week. The actual hours and days of work are flexible
                and
                will be solely determined by the Consultant.


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              2.

            	
              Time
                Requirements. The Consultant shall not be required to devote any
                additional number of hours in performing duties hereunder, so long
                as
                Howard provides the minimum days for consulting services provided
                for in
                this Agreement. 

            


    

     

    
      	
              3.

            	
              Term.
                The Consultant’s engagement hereunder will commence on the date hereof
                (the “Effective Date”) and expire on October 31, 2008 unless earlier
                terminated pursuant to Section 5. In the event that the Company and
                the
                Consultant wish the services to continue past October 31, 2008, the
                terms
                and conditions of this Agreement shall remain in effect on a month
                to
                month basis until a new Agreement is reached.


            


    

     

    
      	
              4.

            	
              Compensation.
                In consideration of the services provided by the Consultant, the
                Company
                agrees to compensate the Consultant with the
                following:

            


    

     

    
      	 	
              (a)

            	
              Fees
                - The Company will pay the Consultant $17,700 per month plus Goods
                and
                Services/Harmonized Sales Tax (“GST”). The Consultant will submit a
                detailed invoice to the Company for all work performed. The invoices
                will
                be paid by the Company within 15 days of receipt.
                

            


    

     

    
      	 	
              (b)

            	
              Stock
                Options - The parent of the Company, Deep Well Oil & Gas, Inc. ,
                subject to approval by its Board of Directors, will provide the Consultant
                with a Stock Option Agreement wherein the Consultant will be entitled
                to
                the award of 240,000 common shares of DWOG. The shares will vest
                to the
                Consultant commencing October 31, 2007 at 20,000 common shares per
                month
                and continuing thereafter. The Form of the Option agreement is attached
                as
                Schedule “A”.

            


    

     

    
      	 	
              (c)

            	
              Reimbursement
                of Expenses - The Company agrees to reimburse the Consultant for all
                business, parking and travel expenses (if Consultant uses his own
                vehicle
                the reimbursement is at a rate of 50¢ per kilometer or at a rate mutually
                agreed to by both parties ) incurred by the Consultant in connection
                with
                the performance of his duties.

            


    

     

    The
      Consultant shall be solely responsible for reporting income and complying with
      the applicable requirements in respect of Employment Insurance, Canada Pension,
      Worker’s Compensation and income tax legislation.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	5.	
              Termination
                of Agreement and Consulting.

            


    

     

    
      	 	
              (a)

            	
              Termination
                by the Company with Cause - Notwithstanding anything to the contrary
                contained herein and subject to any opportunity to cure on the part
                of the
                Consultant, the Company may for cause terminate the Consultant’s
                engagement hereunder upon written notice to the Consultant specifying
                the
                reasons of the cause for termination. As used herein, the term “Cause”
                shall mean: (i) a material breach by the Consultant of any of the
                terms
                and conditions of this Agreement, and (ii) misappropriation of the
                Company’s assets or any dishonest, unethical, fraudulent or felonious act
                committed or engaged in by the Consultant. With respect to a material
                breach of this Agreement by the Consultant, the Company shall provide
                the
                Consultant with written notice of the alleged material breach and
                a period
                of 30 days from the written notice to cure such matter. In other
                cases
                where the Company elects to terminate this Agreement for Cause, such
                termination shall be effective upon receipt of the Company’s written
                notice to the Consultant and the Consultant will receive an unconditional
                payment for all days worked to the date of termination.
                

            


    

     

    
      	 	
              (b)

            	
              Termination
                by the Company or by the Consultant Without Cause
                - Notwithstanding Section 3, the Company and the Consultant
                may terminate this Agreement and the consulting services by giving
                60 days
                prior written notice. In the event the Company provides notice and
                desires
                to immediately discontinue the services of the Consultant, the Company
                will pay the Consultant a lump sum payment equivalent to the number
                of
                days the Consultant would have worked over the 60 day notice
                period.

            


    

     

    
      	 	
              (c)

            	
              Return
                of Company Property - Immediately upon the termination of this
                Agreement, the Consultant shall return all property, including documents
                and electronic data, of the Company.


            


    

     

    
      	
              6.

            	
              Independent
                Contractor. In the performance of the Consultant’s duties and
                obligations under this Agreement, it is mutually understood and agreed
                that the Consultant is at all times acting and performing as an
                independent contractor and nothing herein shall be construed as creating
                an employer-employee relationship between the Company and the Consultant.
                The Consultant and Howard are not, in any capacity, the agent, servant
                or
                employee of the Company. During the term of this Agreement, the Consultant
                and Howard are free to engage in similar activities for persons and
                entities other than the Company. The Consultant and the Company shall
                not
                represent to third parties that their relationship with the Company
                is
                anything other than that of a consultant or independent contractor.
                

            


    

     

    
      	
              7.

            	
              Non-Disclosure
                of Corporation Information. It is understood that during the course of
                his engagement hereunder, the Consultant may have access to and become
                familiar with certain proprietary and confidential information of
                the
                Company. During the term of this Agreement and thereafter, the Consultant
                agrees to hold such information on confidence and agrees not to disclose,
                disseminate or distribute to any other person or entity any of the
                proprietary and confidential information of the Company, whether
                for the
                Consultant’s benefit or otherwise, except as required in the performance
                of the Consultant’s duties hereunder. The parties agree that the term
                “proprietary and confidential information” of the Company does not
                include: (i) information generated independently by the Consultant,
                (ii)
                information obtained by the Consultant from sources other than the
                Company, or (iii) information that is in the public domain at the
                time of
                its disclosure by or to the Consultant.


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              8.

            	
              Assignment.
                The Consultant agrees that this Agreement is personal and the Consultant
                may not assign or delegate duties under this Agreement to any other
                person
                or entity without the prior written approval of the
                Company.

            


    

     

    
      	
              9.

            	
              Representations
                and Warranties of the Consultant. The Consultant hereby represents and
                warrants that the execution and performance of this Agreement will
                not
                constitute a breach of any agreements or contracts binding on the
                Consultant as of the date hereof. 

            


    

     

    
      	
              10.

            	
              Notices.
                All notices or other communication provided for herein shall be in
                writing
                and shall be delivered by electronic mail or registered mail (return
                receipt requested), courier or facsimile as
                follows:

            


    

     

    
      	
              If
                to Consultant:

            	
              R.
                N. Dell Energy Ltd.

            
	 	
              Attn:
                Edward A. Howard

            
	 	 
	 	
              Calgary,
                Alberta 

            	 
	 	
              TEL:
                (XXX) XXX-XXXX

            
	 	
              FAX:
                (XXX) XXX-XXXX

            
	 	 
	
              If
                to Company:

            	
              Northern
                Alberta Oil Ltd.

            
	 	
              Attn:
                President

            
	 	
              510,
                Royal Bank Building

            
	 	
              10117
                Jasper Avenue

            
	 	
              Edmonton,
                AB T5J 1W8

            
	 	
              TEL:
                (780) 409-8144

            
	 	
              FAX:
                (780) 409-8146

            


    

    


    
      	 	
              Mailed
                notice shall be considered effective on the third business day after
                being
                postmarked. Notice delivered by courier shall be effective on the
                date of
                delivery. Delivery by facsimile or electronic mail shall be considered
                effective on the date of proper transmittal provided such transmittal
                occurred during normal working hours for the recipient, and if not,
                then
                on the next business day. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
              11.

            	
              Entire
                Agreement. This Agreement embodies a complete and entire agreement and
                supersedes all prior negotiations, agreements and understandings
                related
                to the subject matter hereof. No amendments or modifications to this
                Agreement shall be binding upon any party hereto unless set forth
                in
                writing and executed by each party hereto.


            


    

     

    
      	
              12.

            	
              Governing
                Law/Dispute Resolution. This Agreement shall be construed under and in
                accordance with the laws of the Province of Alberta, Canada. Any
                dispute
                or controversy arising under this Agreement must be resolved in binding
                arbitration. 

            


    

     

    
      	
              13.

            	
              Counterparts.
                This Agreement may be executed in any number of counterparts, all
                of which
                will, for all purposes, constitute one agreement binding on the parties
                hereto, notwithstanding that all parties hereto may not have executed
                the
                same counterpart. 

            


    

     

    
      	
              14.

            	
              Further
                Assurances. In connection with this Agreement, as well as all other
                transactions contemplated hereby, the Parties agree to execute and
                deliver
                such additional documents and instruments and to perform such additional
                acts as may be necessary to carry out terms, provisions and conditions
                of
                this Agreement. 

            


    

     

    IN
      WITNESS WHEREOF the parties have
      executed this Agreement as of the day and year first above written.


     

    
      	
              R.N.
                DELL ENERGY LTD.

            	 	
              NORTHERN
                ALBERTA OIL LTD.

            
	 	 	 	 	 
	
              Per:

            	
              /s/
                Edward A. Howard

            	 	
              Per:

            	
              /s/
                Curtis J. Sparrow

            
	 	
              Edward
                A. Howard

              President

            	 	 	
              Curtis
                J. Sparrow

              President

            


    

     

    Acknowledged
      to by:

     

    
      	
              DEEP
                WELL OIL & GAS, INC.

            
	 	 
	
              Per:

            	
              /s/
                Horst A. Schmid

            
	 	
              Dr.
                Horst A. Schmid

              CEO/President